##### 



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 THESECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

OR

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

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of August 14, 2002.

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





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##### 



INDEX

|           |  |                                                                                                                                  |    |            
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------- | -- | -----------
|           |  |                                                                                                                                  |    | Page Number
|Part I     |  | Financial Information                                                                                                            |    |            
|           |  |                                                                                                                                  |    |            
|           |  | Item 1.     Consolidated Financial Statements                                                                                    |    |            
|           |  |                                                                                                                                  |    |            
|           |  | Consolidated Balance Sheets                     
June 30, 2002 (unaudited) and December 31, 2001                                 |    | 3          
|           |  |                                                                                                                                  |    |            
|           |  | Consolidated Statements of Operations (unaudited)                     
Three- and Six-month Periods Ended June 30, 2002 and 2001 |    | 5          
|           |  |                                                                                                                                  |    |            
|           |  | Consolidated Statements of Cash Flows (unaudited)                     
Six-month Periods Ended June 30, 2002 and 2001            |    | 6          
|           |  |                                                                                                                                  |    |            
|           |  | Notes to Consolidated Financial Statements                                                                                       |    | 7          
|           |  |                                                                                                                                  |    |            
|           |  | Item 2.     Managements Discussion and Analysis of Financial
                 Condition and Results of Operations               |    | 11         
|           |  |                                                                                                                                  |    |            
|           |  | Item 3.     Quantitative and Qualitative Disclosures about Market Risk                                                           |    | 18         
|           |  |                                                                                                                                  |    |            
|Part II    |  | Other Information                                                                                                                |    |            
|           |  |                                                                                                                                  |    |            
|           |  | Item 4.     Submission of Matters to a Vote of Security Holders                                                                  |    | 19         
|           |  |                                                                                                                                  |    |            
|           |  | Item 6.     Exhibits and Reports on Form 8-K                                                                                     |    | 19         
|           |  |                                                                                                                                  |    |            
|Signatures |  |                                                                                                                                  | 20

2



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##### 



BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

|                        |                                                        |                             |            |             |            |              |            |            |            | 
|----------------------- | ------------------------------------------------------ | --------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                        |                                                        |                             |            | JUNE 30,    |            | DECEMBER 31,
|                        |                                                        |                             |            | 2002        |            | 2001        
|                        |                                                        |                             |            |             |            |             
|                        |                                                        |                             |            | (UNAUDITED) |            |              |            |           
|ASSETS                  |                                                        |                             |            |             |            |              |            |           
|CURRENT ASSETS:         |                                                        |                             |            |             |            |              |            |           
|                        | Cash and cash equivalents                              |                             | $          | 394,339     |            |              | $          | 2,221,455  |           
|                        | Short-term investments                                 |                             |            | 278,000     |            |              |            | 278,000    |           
|                        | Accounts receivable:                                   |                             |            |             |            |              |            |            |           
|                        |                                                        | Trade and interline         |            |             | 12,785,640 |              |            |            | 10,055,894 | 
|                        |                                                        | Other                       |            |             | 627,922    |              |            |            | 956,576    | 
|                        | Current portion of net investment in sales-type leases |                             |            | 1,351,243   |            |              |            | 1,200,175  |           
|                        | Income tax receivable                                  |                             |            | 272,429     |            |              |            | 339,220    |           
|                        | Parts and supplies inventory                           |                             |            | 506,592     |            |              |            | 497,637    |           
|                        | Tires on revenue equipment                             |                             |            | 97,900      |            |              |            | 152,300    |           
|                        | Prepaid licenses and permits                           |                             |            | 1,188,418   |            |              |            | 946,054    |           
|                        | Other prepaid expenses                                 |                             |            | 627,774     |            |              |            | 1,157,370  |           
|                        | Deferred income taxes                                  |                             |            | 1,497,047   |            |              |            | 1,497,047  |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total current assets        |            |             | 19,627,304 |              |            |            | 19,301,728 | 
|                        |                                                        |                             |            |             |            |              |            |           
|PROPERTY AND EQUIPMENT: |                                                        |                             |            |             |            |              |            |           
|                        | Land and land improvements                             |                             |            | 2,879,507   |            |              |            | 2,800,523  |           
|                        | Buildings                                              |                             |            | 7,658,299   |            |              |            | 7,635,280  |           
|                        | Revenue equipment                                      |                             |            | 69,472,823  |            |              |            | 70,927,529 |           
|                        | Other equipment                                        |                             |            | 12,211,416  |            |              |            | 12,090,626 |           
|                        | Leasehold improvements                                 |                             |            | 384,884     |            |              |            | 384,884    |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total                       |            |             | 92,606,929 |              |            |            | 93,838,842 | 
|                        | Less accumulated depreciation and
amortization         |                             |            | 34,201,112  |            |              |            | 35,325,568 |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Property and equipment, net |            |             | 58,405,817 |              |            |            | 58,513,274 | 
|                        |                                                        |                             |            |             |            |              |            |           
|OTHER ASSETS:           |                                                        |                             |            |             |            |              |            |           
|                        | Net investment in sales-type leases                    |                             |            | 4,945,993   |            |              |            | 3,850,821  |           
|                        | Goodwill                                               |                             |            | 3,452,446   |            |              |            | 3,452,446  |           
|                        | Revenue equipment held for lease                       |                             |            | 741,793     |            |              |            | 500,125    |           
|                        | Deposits and other assets                              |                             |            | 302,312     |            |              |            | 465,112    |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total other assets          |            |             | 9,442,544  |              |            |            | 8,268,504  | 
|                        |                                                        |                             |            |             |            |              |            |           
|TOTAL                   |                                                        | $                           | 87,475,665 |             |            | $            | 86,083,506 |           
|                        |                                                        |                             |            |             |            |              |            |           

See notes to unaudited consolidated financial statements.

3



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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

|                                     |                                                                                                       |                            |            |             |            |              |            |            |            | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                                     |                                                                                                       |                            |            | JUNE 30,    |            | DECEMBER 31,
|                                     |                                                                                                       |                            |            | 2002        |            | 2001        
|                                     |                                                                                                       |                            |            |             |            |             
|                                     |                                                                                                       |                            |            | (UNAUDITED) |            |              |            |           
|LIABILITIES
AND STOCKHOLDERS EQUITY |                                                                                                       |                            |            |             |            |              |            |           
|CURRENT LIABILITIES:                 |                                                                                                       |                            |            |             |            |              |            |           
|                                     | Line of credit                                                                                        |                            | $          |            |            |              | $          | 210,540    |           
|                                     | Accounts payable  trade and interline                                                                |                            |            | 5,009,103   |            |              |            | 3,339,973  |           
|                                     | Current maturities of long-term debt                                                                  |                            |            | 13,677,272  |            |              |            | 13,580,359 |           
|                                     | Accrued liabilities:                                                                                  |                            |            |             |            |              |            |            |           
|                                     |                                                                                                       | Self-insurance claims      |            |             | 3,602,650  |              |            |            | 2,820,773  | 
|                                     |                                                                                                       | Salaries and wages         |            |             | 774,725    |              |            |            | 485,599    | 
|                                     |                                                                                                       | Other                      |            |             | 1,180,454  |              |            |            | 953,694    | 
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       | Total current liabilities  |            |             | 24,244,204 |              |            |            | 21,390,938 | 
|LONG-TERM DEBT                       |                                                                                                       |                            | 23,904,697 |             |            |              | 25,606,297 |           
|DEFERRED INCOME TAXES                |                                                                                                       |                            | 13,761,640 |             |            |              | 13,798,144 |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       | Total liabilities          |            |             | 61,910,541 |              |            |            | 60,795,379 | 
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|COMMITMENTS AND CONTINGENCIES        |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       |                            |            |             |            |              |            |            |            | 
|STOCKHOLDERS EQUITY:                |                                                                                                       |                            |            |             |            |              |            |           
|                                     | Preferred stock, $.001 par value - 1,000,000
shares authorized; no shares issued and
outstanding      |                            |            |             |            |              |            |            |           
|                                     | Common stock, $.001 par value - 10,000,000
shares authorized; 4,069,640
shares issued and outstanding |                            |            | 4,070       |            |              |            | 4,070      |           
|                                     | Treasury
stock at cost; 1,361,535 shares (2002)
and 1,355,041 (2001)                                  |                            |            | (9,651,444  | )          |              |            | (9,609,190 | )         
|                                     | Additional paid-in capital                                                                            |                            |            | 16,884,621  |            |              |            | 16,884,622 |           
|                                     | Retained earnings                                                                                     |                            |            | 18,327,877  |            |              |            | 18,008,625 |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|                                     |                                                                                                       | Total stockholders equity |            |             | 25,565,124 |              |            |            | 25,288,127 | 
|                                     |                                                                                                       |                            |            |             |            |              |            |           
|TOTAL                                |                                                                                                       | $                          | 87,475,665 |             |            | $            | 86,083,506 |           
|                                     |                                                                                                       |                            |            |             |            |              |            |           

See notes to unaudited consolidated financial statements.

4



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##### 



BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |            |  
|----------------------------------------------- | -------------------------------------------------- | - | --------------------------- | ---------- | ------------------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                                |                                                    |   | Three Months Ended June 30, |            | Six Months Ended June 30,
|                                                |                                                    |   | 2002                        |            | 2001                      |   | 2002       |            | 2001
|                                                |                                                    |   |                             |            |                           |   |            |            |     
|OPERATING REVENUES                              |                                                    | $ | 32,710,472                  |            |                           | $ | 31,670,305 |            |      | $ | 63,303,441 |            |   | $ | 61,929,025 |           
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|OPERATING EXPENSES:                             |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                                | Salaries, wages and
employee benefits              |   |                             | 9,302,994  |                           |   |            | 9,969,417  |      |   |            | 18,652,139 |   |   |            | 20,463,996 |  
|                                                | Cost of independent contractors                    |   |                             | 10,063,793 |                           |   |            | 7,581,321  |      |   |            | 19,042,758 |   |   |            | 14,164,470 |  
|                                                | Fuel                                               |   |                             | 3,558,459  |                           |   |            | 3,953,194  |      |   |            | 6,899,828  |   |   |            | 7,953,903  |  
|                                                | Operating supplies                                 |   |                             | 2,682,738  |                           |   |            | 3,002,257  |      |   |            | 5,278,581  |   |   |            | 5,955,234  |  
|                                                | Operating taxes and licenses                       |   |                             | 673,171    |                           |   |            | 455,987    |      |   |            | 1,358,139  |   |   |            | 978,135    |  
|                                                | Insurance and claims                               |   |                             | 1,236,558  |                           |   |            | 1,800,101  |      |   |            | 3,395,066  |   |   |            | 3,525,506  |  
|                                                | Communications and utilities                       |   |                             | 324,325    |                           |   |            | 374,000    |      |   |            | 650,220    |   |   |            | 765,006    |  
|                                                | Depreciation and amortization                      |   |                             | 2,973,891  |                           |   |            | 3,117,352  |      |   |            | 5,885,837  |   |   |            | 6,282,353  |  
|                                                | Gain on disposition of
property and equipment, net |   |                             | (50,899    | )                         |   |            | (74,964    | )    |   |            | (86,395    | ) |   |            | (581,768   | )
|                                                | Other                                              |   |                             | 415,340    |                           |   |            | 319,866    |      |   |            | 751,819    |   |   |            | 797,072    |  
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                                | Total operating expenses                           |   |                             | 31,180,370 |                           |   |            | 30,498,531 |      |   |            | 61,827,992 |   |   |            | 60,303,907 |  
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|OPERATING INCOME                                |                                                    |   | 1,530,102                   |            |                           |   | 1,171,774  |            |      |   | 1,475,449  |            |   |   | 1,625,118  |           
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|OTHER INCOME (EXPENSES):                        |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                                | Interest income                                    |   |                             | 3,065      |                           |   |            | 16,389     |      |   |            | 8,776      |   |   |            | 32,900     |  
|                                                | Interest expense                                   |   |                             | (511,393   | )                         |   |            | (645,349   | )    |   |            | (911,925   | ) |   |            | (1,546,581 | )
|                                                | Other income                                       |   |                             |           |                           |   |            | 491        |      |   |            | (1,000     | ) |   |            | 491        |  
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|                                                | Other expenses, net                                |   |                             | (508,328   | )                         |   |            | (628,469   | )    |   |            | (904,149   | ) |   |            | (1,513,190 | )
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|INCOME BEFORE PROVISION FOR
INCOME TAXES        |                                                    |   | 1,021,774                   |            |                           |   | 543,305    |            |      |   | 571,300    |            |   |   | 111,928    |           
|PROVISION FOR INCOME TAXES                      |                                                    |   | 414,424                     |            |                           |   | 260,594    |            |      |   | 252,051    |            |   |   | 122,119    |           
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|NET INCOME (LOSS)                               |                                                    | $ | 607,350                     |            |                           | $ | 282,711    |            |      | $ | 319,249    |            |   | $ | (10,191    | )         
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|NET
INCOME (LOSS) PER SHARE
(Basic and Diluted) |                                                    | $ | 0.22                        |            |                           | $ | 0.10       |            |      | $ | 0.12       |            |   | $ | (0.00      | )         
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|WEIGHTED AVERAGE SHARES
OUTSTANDING  Basic     |                                                    |   | 2,708,105                   |            |                           |   | 2,841,379  |            |      |   | 2,708,967  |            |   |   | 2,886,619  |           
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           
|WEIGHTED AVERAGE SHARES
OUTSTANDING  Diluted   |                                                    |   | 2,741,712                   |            |                           |   | 2,841,379  |            |      |   | 2,732,590  |            |   |   | 2,886,619  |           
|                                                |                                                    |   |                             |            |                           |   |            |            |      |   |            |            |   |   |            |           

See notes to unaudited consolidated financial statements.

5



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##### 



BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF CASH
FLOWS (UNAUDITED)

|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |           |            |            |            |  
|-------------------------------------------------------- | ------------------------ | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | --------------------------------------------------- | ---------- | ------------------------- | ---------- | --------- | ---------- | ---------- | ---------- | -
|                                                         |                          |                                                                                          |                                                                    |                                                     |            | Six Months Ended June 30,
|                                                         |                          |                                                                                          |                                                                    |                                                     |            | 2002                      |            | 2001     
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|OPERATING ACTIVITIES:                                    |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          | Net income (loss)                                                                        |                                                                    | $                                                   | 319,249    |                           |            | $         | (10,191    | )         
|                                                         |                          | Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |                                                                    |                                                     |            |                           |            |           |            |           
|                                                         |                          |                                                                                          | Depreciation and amortization                                      |                                                     |            | 5,885,837                 |            |           |            | 6,282,353  |           
|                                                         |                          |                                                                                          | Net effect of sales-type leases on cost of independent
contractors |                                                     |            | (953,149                  | )          |           |            | 322,493    |           
|                                                         |                          |                                                                                          | Gain on disposal of property and equipment, net                    |                                                     |            | (86,395                   | )          |           |            | (581,768   | )         
|                                                         |                          |                                                                                          | Provision for deferred income taxes                                |                                                     |            | (36,504                   | )          |           |            |           |           
|                                                         |                          |                                                                                          | Changes in assets and liabilities provided (used) cash:            |                                                     |            |                           |            |           |            |            |           
|                                                         |                          |                                                                                          |                                                                    | Accounts receivable                                 |            |                           | (2,401,092 | )         |            |            | (1,284,128 | )
|                                                         |                          |                                                                                          |                                                                    | Refundable income taxes                             |            |                           | 66,791     |           |            |            | 1,449,894  |  
|                                                         |                          |                                                                                          |                                                                    | Other current assets                                |            |                           | 332,677    |           |            |            | 6,856      |  
|                                                         |                          |                                                                                          |                                                                    | Deposits and other assets                           |            |                           | 162,800    |           |            |            | (28,508    | )
|                                                         |                          |                                                                                          |                                                                    | Accounts payable- trade and interline               |            |                           | 1,669,130  |           |            |            | 204,633    |  
|                                                         |                          |                                                                                          |                                                                    | Accrued liabilities and other current liabilities   |            |                           | 1,297,763  |           |            |            | 18,995     |  
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          |                                                                                          |                                                                    | Net cash provided by operating activities           |            |                           | 6,257,107  |           |            |            | 6,380,629  |  
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|INVESTING ACTIVITIES:                                    |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          | Payments received on sales-type leases                                                   |                                                                    |                                                     | 1,763,801  |                           |            |           | 1,195,026  |           
|                                                         |                          | Capital expenditures:                                                                    |                                                                    |                                                     |            |                           |            |           |            |           
|                                                         |                          |                                                                                          | Revenue equipment                                                  |                                                     |            | (3,677,307                | )          |           |            | (1,400,293 | )         
|                                                         |                          |                                                                                          | Other equipment                                                    |                                                     |            | (757,469                  | )          |           |            | (229,035   | )         
|                                                         |                          | Construction in process                                                                  |                                                                    |                                                     |           |                           |            |           | (107,040   | )         
|                                                         |                          | Proceeds from disposals of property and equipment                                        |                                                                    |                                                     | 258,180    |                           |            |           | 1,137,432  |           
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          |                                                                                          |                                                                    | Net
cash (used in) provided by investing activities |            |                           | (2,412,795 | )         |            |            | 596,090    |  
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|FINANCING ACTIVITIES:                                    |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          | Purchase of treasury stock                                                               |                                                                    |                                                     | (42,254    | )                         |            |           | (738,041   | )         
|                                                         |                          | (Payments on) proceeds from line of credit  net                                         |                                                                    |                                                     | (210,540   | )                         |            |           | 1,450,169  |           
|                                                         |                          | Proceeds from long-term debt                                                             |                                                                    |                                                     | 3,286,003  |                           |            |           | 391,047    |           
|                                                         |                          | Principal payments on long-term debt                                                     |                                                                    |                                                     | (8,704,637 | )                         |            |           | (6,421,754 | )         
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          |                                                                                          |                                                                    | Net cash used in financing activities               |            |                           | (5,671,428 | )         |            |            | (5,318,579 | )
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     |                          |                                                                                          | (1,827,116                                                         | )                                                   |            |                           | 1,658,140  |          
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         |                          |                                                                                          | 2,221,455                                                          |                                                     |            |                           | 1,273,281  |          
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         | BALANCE AT END OF PERIOD |                                                                                          | $                                                                  | 394,339                                             |            |                           | $          | 2,931,421 |           
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:       |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          | Cash paid (received) during the year for :                                               |                                                                    |                                                     |            |                           |            |           |            |           
|                                                         |                          | Income taxes, net of refunds                                                             |                                                                    | $                                                   | 139,937    |                           |            | $         | (215,290   | )         
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          | Interest                                                                                 |                                                                    | $                                                   | 911,925    |                           |            | $         | 1,546,580  |           
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |           |            |            |            |  
|                                                         |                          | Net investment in sales-type leases                                                      |                                                                    | $                                                   | (842,829   | )                         |            | $         | (472,826   | )         
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          
|                                                         |                          | Dealer financed purchases of revenue equipment                                           |                                                                    | $                                                   | 3,818,973  |                           |            | $         |           |           
|                                                         |                          |                                                                                          |                                                                    |                                                     |            |                           |            |          

See notes to unaudited consolidated financial statements.

6



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##### 



BOYD BROS. TRANSPORTATION INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying consolidated financial statements have been prepared in
compliance with Form 10-Q instructions and, thus, do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the statements reflect all adjustments, including those
of 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. and
its wholly owned subsidiary, WTI Transport, Inc. (WTI). Boyd Bros. and WTI
are referred to herein collectively as the Company. All significant
inter-company balances, transactions and stockholdings have been eliminated.

3. Tires on Revenue Equipment

On April 3, 2002, the Internal Revenue Service issued Revenue Procedure
2002-27, effective for assets placed in service after December 31, 2001, which
outlines an original tire capitalization method of accounting for the cost of
original and replacement tires on trucks used in business activities. The rule
provides for the capitalization of the cost of original tires and depreciation
using the same depreciation method, recovery period, and convention that apply
to the vehicle on which the tires were first installed. These original tires
are considered to be part of the vehicle and are to be disposed of at the
same time as the vehicle those tires were first installed on. For tires
acquired on or prior to December 31, 2001, tires placed in service on newly
purchased revenue equipment were carried at cost and depreciated over their
useful lives, estimated to be eighteen months. Under the new method,
replacement tires are to be expensed in the year installed, which is consistent
with the Companys past practice.

The original tire capitalization method was adopted for all tires placed into
service after December 31, 2001. The tires applicable to tractor units and
trailers are depreciated according to the asset they are considered a part of.
There is no adjustment to the accounting for those tires already in service. A
depreciation method being adopted for newly acquired assets that differs from
the method(s) used for previously recorded assets of a similar class does not
constitute a change in accounting principle but, rather, a change in accounting
estimate.

The Company believes the new method will more appropriately reflect its
financial results by better allocating costs of new tires over the useful lives
of the vehicles they are considered to be part of. In addition, the new method
more closely conforms to that prevalent in the industry in which the Company
operates. The adoption of this method does not cause a lack of comparability
of financial statements. The Company recognized approximately $44,000 less in
operating expenses during the first six months of 2002 by applying the new
method of depreciation.

4. 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.

7



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5. Stockholders Equity

Earnings Per Share For 2002, stock options of 33,607 and 23,623 were included
in the computation of diluted net income for the three and six-month periods,
respectively. The inclusion of the options in the dilutive earnings per share
calculation had no effect on basic earnings per share for either period. No
options were included in the diluted net income calculation for the comparative
periods in 2001 because to do so would have been anti-dilutive as the exercise
prices of all stock options were above the market price of the Companys common
stock.

Stock Purchase Plan- In February 1999, the Companys Board of Directors
authorized a program under which the Company may purchase up to 600,000 shares
of its common stock in open market or negotiated transactions. During the
second quarter of 2002, the Company did not purchase any shares under this
program. However, during the first quarter of 2002, the Company purchased 6,500
shares of its common stock from related parties for $42,254, in accordance with
the terms of the acquisition agreement pursuant to which the Company acquired WTI
Transport in 1997.

6. 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.

7. 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. This
statement also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS No.142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually.

In addition, SFAS No. 142 requires that the Company identify reporting units
for purposes of assessing potential future impairments of goodwill, reassess
the useful lives of other existing recognized finite-lived intangible assets,
and cease amortization of intangible assets with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment
in accordance with the guidance in SFAS No. 142. This statement is required to
be applied in fiscal years beginning after December 15, 2001, to all goodwill
and other intangible assets recognized at that date, regardless of when those
assets were initially recognized. SFAS No. 142 requires the Company to
complete a transitional goodwill impairment test within six months from the
date of adoption and reassess the useful lives of other intangible assets
within the first interim quarter after adoption.

The Company adopted SFAS Nos. 141 and 142 on January 1, 2002 and, accordingly,
ceased amortization of goodwill at that time. Goodwill amortization expense of
$55,950 and $111,900 was included in the consolidated financial statements for
the three and a six-months ended June 30, 2001, respectively. Had goodwill
amortization expense not been recognized in 2001, earnings per share would have
increased from $0.10 per share to $0.12 per share for the three months ended
June 30, 2001 and from $(0.00) per share to $0.04 per share for the six months
ended June 30, 2001.

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. The Company used a multiple of EBITDA (earnings before interest,
tax, depreciation and amortization expenses) in evaluating the fair value of
WTI. This was consistent with the valuation method used in calculating the
original purchase price of WTI in 1997. As a result of such testing, the
Company determined there was no impairment of goodwill that should be included
in the accompanying financial statements. At June 30, 2002, the net book value
recorded for goodwill was $3,452,446.

8



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8. Accounting Standards Not Yet Adopted

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

9. Debt

The Company was not in compliance with certain financial covenant ratio
requirements required by its loan agreement with its major lenders, including
the term loan for the new Birmingham terminal, as of June 30, 2002. Management
believes that its relationships with these lenders continues to be
satisfactory, as it has in the past, despite the fact that from time to time
the Company has been out of compliance with certain debt covenants. The
Company has not yet obtained a waiver of these financial covenant ratio
requirements, but the Company does expect to obtain such a waiver from the
lender. There can be no assurance that the Company will be able to comply with
these covenants in the future or that the Companys lenders will provide
waivers with respect to any such noncompliance. If the Company cannot obtain
such waivers, the lenders may exercise their remedies under the applicable
loan agreements, which may have a material adverse effect on the Companys
financial condition.

10. Segment Information

The Company has two reportable segments: Boyd and WTI. The Boyd division is a
flatbed carrier that hauls primarily steel and building products throughout
most of the continental United States, and operates 753 trucks. Boyd had 558
company drivers and 195 owner-operators as of June 30, 2002. The WTI division
is a flatbed carrier that hauls steel and roofing products, primarily in the
eastern two-thirds of the United States, and operates 217 trucks. WTI had 35
company drivers and 182 owner-operators as of June 30, 2002. Unaudited segment
reporting information for the three and six-month periods ended June 30, 2002
and 2001 is as follows:

9



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##### 



|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|------------------------------------------------------ | -------------------------------- | --------------------------------------------- | ---- | --- | ---------- | ------------ |  | ----- | ---------- | ----- | ----- | - | -------- | - |  | - | ---------- | -
|Results of Operations
Three Months Ended June 30, 2002 |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |  
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       |                                  | Boyd                                          |      | WTI |            | Eliminations |  | Total
|                                                       |                                  | Operating revenues                            |      | $   | 27,210,095 |              |  | $     | 5,500,377  |       |       | $ |         |   |  | $ | 32,710,472 |  
|                                                       |                                  | Operating expenses                            |      |     | 25,865,824 |              |  |       | 5,314,546  |       |       |   |         |   |  |   | 31,180,370 |  
|                                                       |                                  | Operating income                              |      |     | 1,344,271  |              |  |       | 185,831    |       |       |   |         |   |  |   | 1,530,102  |  
|                                                       |                                  | Operating ratio                               |      |     | 95.1       | %            |  |       | 96.6       | %     |       |   |          |   |  |   | 95.3       | %
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       | Three Months Ended June 30, 2001 |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |           
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       |                                  | Boyd                                          |      | WTI |            | Eliminations |  | Total
|                                                       |                                  | Operating revenues                            |      | $   | 26,614,728 |              |  | $     | 5,055,577  |       |       | $ |         |   |  | $ | 31,670,305 |  
|                                                       |                                  | Operating expenses                            |      |     | 25,567,830 |              |  |       | 4,930,701  |       |       |   |         |   |  |   | 30,498,531 |  
|                                                       |                                  | Operating income                              |      |     | 1,046,898  |              |  |       | 124,876    |       |       |   |         |   |  |   | 1,171,774  |  
|                                                       |                                  | Operating ratio                               |      |     | 96.1       | %            |  |       | 97.5       | %     |       |   |          |   |  |   | 96.3       | %
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       | Six Months Ended June 30, 2002   |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |           
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       |                                  | Boyd                                          |      | WTI |            | Eliminations |  | Total
|                                                       |                                  | Operating revenues                            |      | $   | 53,040,217 |              |  | $     | 10,299,681 |       |       | $ | (36,457  | ) |  | $ | 63,303,441 |  
|                                                       |                                  | Operating expenses                            |      |     | 51,908,503 |              |  |       | 9,955,946  |       |       |   | (36,457  | ) |  |   | 61,827,992 |  
|                                                       |                                  | Operating income                              |      |     | 1,131,714  |              |  |       | 343,735    |       |       |   |         |   |  |   | 1,475,449  |  
|                                                       |                                  | Operating ratio                               |      |     | 97.9       | %            |  |       | 96.7       | %     |       |   |          |   |  |   | 97.7       | %
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       | Six Months Ended June 30, 2001   |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |           
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       |                                  | Boyd                                          |      | WTI |            | Eliminations |  | Total
|                                                       |                                  | Operating revenue                             |      | $   | 52,457,879 |              |  | $     | 9,582,782  |       |       | $ | (111,636 | ) |  | $ | 61,929,025 |  
|                                                       |                                  | Operating expenses                            |      |     | 50,667,801 |              |  |       | 9,747,742  |       |       |   | (111,636 | ) |  |   | 60,303,907 |  
|                                                       |                                  | Operating income                              |      |     | 1,790,078  |              |  |       | (164,960   | )     |       |   |         |   |  |   | 1,625,118  |  
|                                                       |                                  | Operating ratio                               |      |     | 96.6       | %            |  |       | 101.7      | %     |       |   |          |   |  |   | 97.4       | %
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|Identifiable Assets
As of June 30, 2002                |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |  
|                                                       |                                  | Boyd                                          |      | WTI |            |              |  |       |            | Total
|                                                       |                                  | Cash and cash equivalents                     |      | $   | 604,868    |              |  | $     | (210,529   | )     |       |   |          |   |  | $ | 394,339    |  
|                                                       |                                  | Property and equipment                        |      |     | 53,511,017 |              |  |       | 4,894,800  |       |       |   |          |   |  |   | 58,405,817 |  
|                                                       |                                  | Long-term debt (including current maturities) |      |     | 35,101,696 |              |  |       | 2,480,273  |       |       |   |          |   |  |   | 37,581,969 |  
|                                                       |                                  |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |            |  
|                                                       | As of December 31, 2001          |                                               |      |     |            |              |  |       |            |       |       |   |          |   |  |   |           
|                                                       |                                  |                                               | Boyd |     | WTI        |              |  |       |            |       | Total
|                                                       |                                  | Cash and cash equivalents                     |      | $   | 943,574    |              |  | $     | 1,277,881  |       |       |   |          |   |  | $ | 2,221,455  |  
|                                                       |                                  | Property and equipment                        |      |     | 54,740,848 |              |  |       | 3,772,426  |       |       |   |          |   |  |   | 58,513,274 |  
|                                                       |                                  | Long-term debt (including current maturities) |      |     | 37,587,257 |              |  |       | 1,599,399  |       |       |   |          |   |  |   | 39,186,656 |  

10



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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 condensed consolidated financial statements and with the Companys 2001
Annual Report to Stockholders, which included audited financial statements and
notes thereto for the fiscal year ended December 31, 2001, as well as
Managements Discussion and Analysis of Financial Condition and Results of
Operations.

Overview

The Company, headquartered in Clayton, Alabama, is a flatbed truckload carrier
that has two reportable segments: Boyd Bros. and WTI Transport (WTI). The
Boyd Bros. division operates throughout most of the continental United States,
hauling steel and building products. The WTI division 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 five years, the Company began adding owner-operators
to its fleet as a strategy to expand its potential for growth without the
concomitant increase in capital expenditures typically related to owned
equipment. The Company accelerated the implementation of this strategy in
December 1997 with the acquisition of WTI, which specializes in short-haul
routes using a largely owner-operator fleet.

The Company continues to focus on marketing efforts and is broadening its
customer base in diverse industries as well as stressing best-in-business
service to its customers. The Company also remains committed to its emphasis on
safety, and working to reduce insurance claims and costs. The Company believes
these efforts are beginning to yield results in the form of profitable
operations in the second quarter of 2002. Although results to date are not
necessarily indicative of the Companys performance for the year, the Company
is encouraged by recent results. See Factors That May Affect Future Results,
below.

Critical Accounting Policies

The methods, estimates and judgments the Companys management uses in applying
Company accounting policies may have a significant effect on the results the
Company reports in its financial statements. The estimates and judgments in
applying those accounting policies which may have the most significant effect
on the Companys financial statements and operating results include: allowance
for doubtful accounts for tractors leased to owner-operators; determinations of
impairment of long-lived assets; estimates of accrued liabilities for insurance
and workers compensation; estimates of useful lives and salvage values for the
depreciation of tractors and trailers; and allowance for doubtful accounts
receivable. 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, 2001 for a fuller description of the
Companys critical accounting policies.

Additionally, on April 3, 2002, the Internal Revenue Service issued Revenue
Procedure 2002-27, effective for assets placed in service after December 31,
2001, which outlines an original tire capitalization method of accounting for
the cost of original and replacement tires on trucks used in business
activities. The rule provides for the capitalization of the cost of original
tires and depreciation using the same depreciation method, recovery period, and
convention that apply to the vehicle on which the tires were first installed.
These original tires are considered to be part of the vehicle and are to be
disposed of at the same time as the vehicle on which those tires were first
installed on. Replacement tires are to be expensed in the year installed.

This new tire capitalization method was adopted for all tires placed in service
by the Company after December 31, 2001, and the tires applicable to tractor
units and trailers are depreciated according to the asset of which they are
considered a part of. Tires, which were already in service at December 31,
2001, are carried at cost and depreciated over their useful lives, estimated to
be eighteen months. The effect of this change in accounting policy was that
the Company recognized approximately $44,000 less in operating expenses during
the first six months of 2002 than

11



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##### 



would have been recognized if the old method had been used. This expense will
be recognized by the Company, but over a longer period of time.

Quarterly Review:

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

|                                  |                                                    |  |         |      |      |  |       |      |      |  |                        |      |      |  |       |      |   |  |       |      |  |  |       |      |  
|--------------------------------- | -------------------------------------------------- |  | ------- | ---- | ---- |  | ----- | ---- | ---- |  | ---------------------- | ---- | ---- |  | ----- | ---- | - |  | ----- | ---- |  |  | ----- | ---- | -
|                                  |                                                    |  | Company |      | Boyd |  | WTI  
|                                  |                                                    |  |         |      |      |  |      
|                                  |                                                    |  |         |      |      |  |       |      |      |  | Quarter Ended June 30, |      |      |  |       |      |   |  |      
|                                  |                                                    |  | 2002    |      | 2001 |  | 2002  |      | 2001 |  | 2002                   |      | 2001
|                                 
|Operating revenues                |                                                    |  | 100.0   | %    |      |  | 100.0 | %    |      |  | 100.0                  | %    |      |  | 100.0 | %    |   |  | 100.0 | %    |  |  | 100.0 | %   
|Operating expenses                |                                                    |  |         |      |      |  |       |      |      |  |                        |      |      |  |       |      |   |  |       |      |  |  |       |     
|                                  | Salaries, wages, and employee
benefits             |  |         | 28.4 |      |  |       | 31.5 |      |  |                        | 31.7 |      |  |       | 34.9 |   |  |       | 12.5 |  |  |       | 13.2 |  
|                                  | Cost of independent contractors                    |  |         | 30.8 |      |  |       | 23.9 |      |  |                        | 24.3 |      |  |       | 16.6 |   |  |       | 62.7 |  |  |       | 62.7 |  
|                                  | Fuel                                               |  |         | 10.9 |      |  |       | 12.5 |      |  |                        | 12.2 |      |  |       | 14.3 |   |  |       | 4.4  |  |  |       | 2.7  |  
|Operating supplies                |                                                    |  | 8.2     |      |      |  | 9.5   |      |      |  | 9.0                    |      |      |  | 10.3  |      |   |  | 4.5   |      |  |  | 5.1   |     
|                                  | Operating taxes and licenses                       |  |         | 2.1  |      |  |       | 1.4  |      |  |                        | 2.1  |      |  |       | 1.5  |   |  |       | 1.9  |  |  |       | 0.9  |  
|                                  | Insurance and claims                               |  |         | 3.8  |      |  |       | 5.7  |      |  |                        | 3.9  |      |  |       | 6.0  |   |  |       | 3.0  |  |  |       | 4.1  |  
|                                  | Communications and utilities                       |  |         | 1.0  |      |  |       | 1.2  |      |  |                        | 1.1  |      |  |       | 1.2  |   |  |       | 0.6  |  |  |       | 1.0  |  
|                                  | Depreciation and amortization                      |  |         | 9.1  |      |  |       | 9.8  |      |  |                        | 10.1 |      |  |       | 10.6 |   |  |       | 4.2  |  |  |       | 5.9  |  
|                                  | Gain on disposition of property
and equipment, net |  |         | (0.2 | )    |  |       | (0.2 | )    |  |                        | (0.2 | )    |  |       | (0.3 | ) |  |       | 0.1  |  |  |       | (0.1 | )
|                                  | Other                                              |  |         | 1.3  |      |  |       | 1.0  |      |  |                        | 1.0  |      |  |       | 0.8  |   |  |       | 2.7  |  |  |       | 1.9  |  
|                                 
|Total operating expenses          |                                                    |  | 95.4    |      |      |  | 96.3  |      |      |  | 95.2                   |      |      |  | 95.9  |      |   |  | 96.6  |      |  |  | 97.4  |     
|                                 
|Operating income                  |                                                    |  | 4.6     |      |      |  | 3.7   |      |      |  | 4.8                    |      |      |  | 4.1   |      |   |  | 3.4   |      |  |  | 2.6   |     
|Interest expense, net             |                                                    |  | (1.6    | )    |      |  | (2.0  | )    |      |  | (1.7                   | )    |      |  | (2.2  | )    |   |  | (1.0  | )    |  |  | (0.9  | )   
|Other income                      |                                                    |  |        |      |      |  |      |      |      |  |                       |      |      |  |      |      |   |  |      |      |  |  |      |     
|                                 
|Income (loss) before income taxes |                                                    |  | 3.0     |      |      |  | 1.7   |      |      |  | 3.1                    |      |      |  | 1.9   |      |   |  | 2.4   |      |  |  | 1.7   |     
|                                  | Income taxes (benefit)                             |  |         | 1.3  |      |  |       | 0.8  |      |  |                        | 1.3  |      |  |       | 0.8  |   |  |       | 1.1  |  |  |       | 1.2  |  
|                                 
|Net income (loss)                 |                                                    |  | 1.7     | %    |      |  | 0.9   | %    |      |  | 1.8                    | %    |      |  | 1.1   | %    |   |  | 1.3   | %    |  |  | 0.5   | %   
|                                 

|                           |  |         |     |      |  |      |     |      |  |                        |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | ------- | --- | ---- |  | ---- | --- | ---- |  | ---------------------- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company |     | Boyd |  | WTI 
|                           |  |         |     |      |  |     
|                           |  |         |     |      |  |      |     |      |  | Quarter Ended June 30, |     |      |  |  |     |   |  | 
|                           |  | 2002    |     | 2001 |  | 2002 |     | 2001 |  | 2002                   |     | 2001
|                          
|Company operated tractors  |  |         | 593 |      |  |      | 678 |      |  |                        | 558 |      |  |  | 643 |   |  |  | 35  |   |  |  | 35  |  
|Owner-operated tractors    |  |         | 377 |      |  |      | 299 |      |  |                        | 195 |      |  |  | 126 |   |  |  | 182 |   |  |  | 173 |  
|                           |  |         |     |      |  |      |     |      |  |                        |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |         | 970 |      |  |      | 977 |      |  |                        | 753 |      |  |  | 769 |   |  |  | 217 |   |  |  | 208 |  
|                           |  |         |     |      |  |      |     |      |  |                        |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |         | 61  | %    |  |      | 69  | %    |  |                        | 74  | %    |  |  | 84  | % |  |  | 16  | % |  |  | 17  | %
|Owner-operated tractor %   |  |         | 39  | %    |  |      | 31  | %    |  |                        | 26  | %    |  |  | 16  | % |  |  | 84  | % |  |  | 83  | %
|                           |  |         |     |      |  |      |     |      |  |                        |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |         | 100 | %    |  |      | 100 | %    |  |                        | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |         |     |      |  |      |     |      |  |                        |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Quarterly Results of Operations

The Companys total operating revenues increased $1,040,167 or 3.3% to
$32,710,472 for the quarter ended June 30, 2002, compared with $31,670,305 for
the same period in 2001. This change reflected an increase of $593,368 or 2.2%
in the Boyd division and an increase of $444,799 or 8.8% in the WTI division.
These changes are reflective of stronger freight conditions and also an
increase in brokerage revenue for the Company.

12



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Total operating expenses increased $681,839 or 2.2% to $31,180,370 for the
second quarter ended June 30, 2002, compared to $30,498,531 for the same three
months last year. Of this increase, $297,995 was attributable to the Boyd
division. The WTI division accounted for $383,844 of the total increase. These
increases are directly proportional to the increases in operating revenues.

As a percentage of revenues, the following operating expense accounts decreased
for the total Company: salaries, wages and employee benefits, fuel, and
operating supplies. Expenses related to company drivers are primarily in these
accounts. As a percentage of revenues, cost of independent contractors
increased by an amount approximating the sum decrease of the above-mentioned
operating expense accounts. In the Boyd division, the number of company
drivers decreased while the number of owner-operators increased, causing these
shifts in expenses. These changes are primarily attributable to the Boyd
division, as shown above in Boyds percentages.

Taxes and licenses increased $217,184 or 47.6% to $673,171 in the second
quarter of 2002 compared to $455,987 in the second quarter of 2001. This
increase was attributable to the increase in tractor values that are used for
application of licensing and permitting. The Company acquired approximately
fifty new tractors during the three months ended June 30, 2002.

During the second quarter of 2002, insurance and claims expense decreased
$563,543 or 31.3% from the second quarter of 2001. This decrease is
attributable to fewer claims and a lower accident rate during the second
quarter of 2002. Additionally, insurance premiums were lower during 2002 due
to the increase in the retention amount per occurrence of $500,000.

Depreciation and amortization decreased $143,461 or 4.6% to $2,973,889 from
$3,117,352 in the second quarter of 2001. The decrease in depreciation and
amortization for the quarter was primarily due to conversion of some company
tractors to owner-operated tractors subject to lease/purchase arrangements.
Effective January 1, 2002, the Company discontinued amortization of goodwill at
its WTI division in accordance with SFAS No. 142 and changed its depreciation
method of tires on revenue equipment. Because of these changes, the Company
recognized approximately $78,000 less expense during the quarter ended June 30,
2002 as compared to the comparative period in 2001.

Interest expense for the second quarter declined $133,956 or 20.8% to $511,393
from $645,349 in the second quarter of 2001. 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
second quarter related to the Boyd division and reflected both lower debt
levels and a lower LIBOR rate on borrowed funds.

Income tax expense for the three-month period ended June 30, 2002 was $414,424
resulting in an effective tax rate of 40.6%. 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.

13



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Year-to-date Review:

|                                  |                                                    |  |         |      |      |  |       |      |      |  |                           |      |      |  |       |      |   |  |       |      |  |  |       |      |  
|--------------------------------- | -------------------------------------------------- |  | ------- | ---- | ---- |  | ----- | ---- | ---- |  | ------------------------- | ---- | ---- |  | ----- | ---- | - |  | ----- | ---- |  |  | ----- | ---- | -
|                                  |                                                    |  | Company |      | Boyd |  | WTI  
|                                  |                                                    |  |         |      |      |  |      
|                                  |                                                    |  |         |      |      |  |       |      |      |  | Six Months Ended June 30, |      |      |  |       |      |   |  |      
|                                  |                                                    |  | 2002    |      | 2001 |  | 2002  |      | 2001 |  | 2002                      |      | 2001
|                                 
|Operating revenues                |                                                    |  | 100.0   | %    |      |  | 100.0 | %    |      |  | 100.0                     | %    |      |  | 100.0 | %    |   |  | 100.0 | %    |  |  | 100.0 | %   
|Operating expenses                |                                                    |  |         |      |      |  |       |      |      |  |                           |      |      |  |       |      |   |  |       |      |  |  |       |     
|                                  | Salaries, wages, and employee
benefits             |  |         | 29.5 |      |  |       | 33.0 |      |  |                           | 32.6 |      |  |       | 36.6 |   |  |       | 13.2 |  |  |       | 13.1 |  
|                                  | Cost of independent contractors                    |  |         | 30.1 |      |  |       | 22.9 |      |  |                           | 24.0 |      |  |       | 15.4 |   |  |       | 61.4 |  |  |       | 64.9 |  
|                                  | Fuel                                               |  |         | 10.9 |      |  |       | 12.8 |      |  |                           | 12.2 |      |  |       | 14.8 |   |  |       | 4.2  |  |  |       | 2.1  |  
|Operating supplies                |                                                    |  | 8.3     |      |      |  | 9.6   |      |      |  | 9.0                       |      |      |  | 10.2  |      |   |  | 4.8   |      |  |  | 6.0   |     
|                                  | Operating taxes and licenses                       |  |         | 2.1  |      |  |       | 1.6  |      |  |                           | 2.2  |      |  |       | 1.7  |   |  |       | 1.8  |  |  |       | 1.1  |  
|                                  | Insurance and claims                               |  |         | 5.4  |      |  |       | 5.7  |      |  |                           | 5.7  |      |  |       | 5.7  |   |  |       | 3.5  |  |  |       | 5.4  |  
|                                  | Communications and utilities                       |  |         | 1.0  |      |  |       | 1.2  |      |  |                           | 1.1  |      |  |       | 1.3  |   |  |       | 0.7  |  |  |       | 1.1  |  
|                                  | Depreciation and amortization                      |  |         | 9.3  |      |  |       | 10.1 |      |  |                           | 10.2 |      |  |       | 10.9 |   |  |       | 4.4  |  |  |       | 6.1  |  
|                                  | Gain on disposition of property
and equipment, net |  |         | (0.1 | )    |  |       | (0.9 | )    |  |                           | (0.2 | )    |  |       | (1.0 | ) |  |       | 0.0  |  |  |       | (0.5 | )
|                                  | Other                                              |  |         | 1.2  |      |  |       | 1.3  |      |  |                           | 0.9  |      |  |       | 1.1  |   |  |       | 2.6  |  |  |       | 2.3  |  
|                                 
|Total operating expenses          |                                                    |  | 97.7    |      |      |  | 97.3  |      |      |  | 97.7                      |      |      |  | 96.7  |      |   |  | 96.6  |      |  |  | 101.6 |     
|                                 
|Operating income                  |                                                    |  | 2.3     |      |      |  | 2.7   |      |      |  | 2.3                       |      |      |  | 3.3   |      |   |  | 3.4   |      |  |  | (1.6  | )   
|Interest expense, net             |                                                    |  | (1.4    | )    |      |  | (2.4  | )    |      |  | (1.5                      | )    |      |  | (2.7  | )    |   |  | (0.8  | )    |  |  | (1.1  | )   
|Other income                      |                                                    |  |        |      |      |  |      |      |      |  |                          |      |      |  |      |      |   |  |      |      |  |  |      |     
|                                 
|Income (loss) before income taxes |                                                    |  | 0.9     |      |      |  | 0.3   |      |      |  | 0.8                       |      |      |  | 0.6   |      |   |  | 2.6   |      |  |  | (2.7  | )   
|                                  | Income taxes (benefit)                             |  |         | 0.4  |      |  |       | 0.2  |      |  |                           | 0.2  |      |  |       | 0.3  |   |  |       | 1.2  |  |  |       | (0.5 | )
|                                 
|Net income (loss)                 |                                                    |  | 0.5     | %    |      |  | 0.1   | %    |      |  | 0.6                       | %    |      |  | 0.3   | %    |   |  | 1.4   | %    |  |  | (3.2  | )%  
|                                 

|                           |  |         |     |      |  |      |     |      |  |                           |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | ------- | --- | ---- |  | ---- | --- | ---- |  | ------------------------- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company |     | Boyd |  | WTI 
|                           |  |         |     |      |  |     
|                           |  |         |     |      |  |      |     |      |  | Six Months Ended June 30, |     |      |  |  |     |   |  | 
|                           |  | 2002    |     | 2001 |  | 2002 |     | 2001 |  | 2002                      |     | 2001
|                          
|Company operated tractors  |  |         | 583 |      |  |      | 662 |      |  |                           | 548 |      |  |  | 637 |   |  |  | 35  |   |  |  | 25  |  
|Owner-operated tractors    |  |         | 378 |      |  |      | 299 |      |  |                           | 196 |      |  |  | 126 |   |  |  | 182 |   |  |  | 173 |  
|                           |  |         |     |      |  |      |     |      |  |                           |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |         | 961 |      |  |      | 961 |      |  |                           | 744 |      |  |  | 763 |   |  |  | 217 |   |  |  | 198 |  
|                           |  |         |     |      |  |      |     |      |  |                           |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |         | 61  | %    |  |      | 69  | %    |  |                           | 74  | %    |  |  | 83  | % |  |  | 16  | % |  |  | 13  | %
|Owner-operated tractor %   |  |         | 39  | %    |  |      | 31  | %    |  |                           | 26  | %    |  |  | 17  | % |  |  | 84  | % |  |  | 87  | %
|                           |  |         |     |      |  |      |     |      |  |                           |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |         | 100 | %    |  |      | 100 | %    |  |                           | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |         |     |      |  |      |     |      |  |                           |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Year-to-date Results of Operations

The Companys total operating revenues increased $1,374,416 or 2.2% to
$63,303,441 for the six months ended June 30, 2002, compared with $61,929,025
for the same period in 2001. Of this increase, $1,040,167 occurred during the
second quarter of 2002 as noted in the discussion of quarterly results above.
These changes are reflective of stronger freight conditions and also an
increase in the brokerage revenue for the Company.

Total operating expenses increased $1,524,085 or 2.5% to $61,827,992 for the
six months ended June 30, 2002, compared to $60,303,907 for the first six
months of 2001. The change in the Companys operating expenses reflected
primarily lower expenses for salaries, wages and employee benefits, fuel,
operating supplies, and depreciation and amortization, together with reduced
gains on the disposition of property and equipment, net, which were more than
offset primarily by higher net cost of independent contractors.

14



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As a percentage of revenues, the following operating expense accounts decreased
for the total Company: salaries, wages and employee benefits, fuel, and
operating supplies. Expenses related to company drivers are primarily in these
accounts. These accounts changed due to the shift in the overall Company
fleet. The fleet was 69.0% company operated for the first six months of 2001,
and for the same period in 2002, the fleet was 61.0% company operated.

Depreciation and amortization decreased $396,516 or 6.3% during the first six
months of 2002 to $5,885,837 from $6,282,353 during the same period of 2001.
The decrease in depreciation and amortization was primarily associated with the
Boyd division, which during the past year has converted some company tractors
to owner-operated tractors subject to lease/purchase arrangements. Effective
January 1, 2002, the Company discontinued amortization of goodwill at its WTI
division in accordance with SFAS No.142 and changed its depreciation method of
tires on revenue equipment. Because of these changes, the Company recognized
approximately $156,000 less expense during the first six months of 2002 as
compared to the comparative period in 2001.

Gain on disposition of property and equipment, net declined $495,373 or 85.1%
to $86,395 in the first six months of 2002 from $581,768 in the first six
months of 2001. As a percentage of operating revenues, gain on disposition of
property and equipment, net declined to 0.1% from 0.9%. The lower gains
related almost entirely to the Boyd division because it operates primarily with
company-owned power units, which were effected by lower trade-in activity and
depressed trade-in values for used tractors. The gains that are generated by
entering into lease-purchase agreements with owner-operators are included in
the net cost of independent contractors. The prior-year amount also included a
gain of approximately $407,000 on the sale of the Companys airplane during the
first quarter of 2001.

Taxes and licenses increased $380,004 or 38.8% to $1,358,139 from $978,135 in
the first six months of 2001. As a percentage of operating revenues, taxes and
licenses increased to 2.1% from 1.6%. The increase in taxes and licenses
reflected an increase in the new tractor values that are used for applying for
permits. The Company acquired approximately one hundred new tractors during
the first six months of 2002.

Interest expense for the first six months of 2002 decreased by $634,656 or
41.0% to $911,925 from $1,546,580 in the first six months of 2001. As a
percentage of operating revenues, interest expense declined to 1.4% from 2.4%.
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 2002 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, 2002 was $252,051
and the effective tax rate was 44.1%. 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.
Historically, the Companys primary sources of cash have been from operations
and bank borrowings.

Accounts receivable  trade and interline increased $2,729,746 or 27.1% to
$12,785,640 at June 30, 2002, from $10,055,894 at December 31, 2001. Accounts
receivable represented 15% of total assets compared with 13% of total assets at
December 31, 2001. The number of days of revenue in accounts receivable at
June 30, 2002, was 32.5 compared with 30.9 at December 31, 2001. The increase
in accounts receivable at June 30, 2002 as compared to December 31, 2001 is
attributable to the increase in sales volume. Because of the open, flatbed
nature of its trailers, the Company historically has experienced increased
shipping volume during the warm weather months as compared to the winter
months. Net cash flow provided by operating activities was $6,257,107 during
the first six months of 2002, compared to $6,380,629 during the same period in
2001. Accrued liabilities increased due to the Company increasing its
retention per occurrence ($500,000 per claim) for liability claims for the
period from July 1, 2001 to July 1, 2002. Beginning July 1, 2002, the
retention per occurrence increased to $750,000.

15



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The Company reserves for bad debts related to the sale-leaseback transactions
with its owner-operators. Bad debt expense on such leases for the six months
ended June 30, 2002 was $2,821,673 compared to $697,923 for the same period in
2001. This increase of $2,123,750 was due primarily to the increase in the
number of owner-operators during 2002.

The Companys bank debt relates largely to its revenue equipment, although a
portion was incurred for the recent construction of a new terminal in
Birmingham, Alabama. The construction loan was converted to a term loan in
January 2001. The Companys bank debt bears interest ranging from LIBOR (1.86
on June 28, 2002), plus 1.25% to LIBOR plus 2.75%, all payable in monthly
installments and with maturities through December 2005 (January 2021 for the
terminal loan). The bank debt is collateralized by revenue equipment and the
real property related to the Birmingham terminal. The Company also has one
line of credit totaling $2,500,000, bearing interest at the banks 30-day LIBOR
rate plus 2.25%. As of June 30, 2002, the Company had no outstanding
borrowings on this line of credit.

The Company was not in compliance with certain financial covenant ratio
requirements required by its bank debt, including the term loan for the new
Birmingham terminal, as of June 30, 2002. Although the Company remained out of
compliance with these financial covenants as of June 30, 2002, management
believes that its relationships with these lenders continues to be
satisfactory, as it has in the past despite the fact that from time to time the
Company has been out of compliance with certain debt covenants. The Company
has not yet obtained a waiver of these financial covenant ratio requirements,
but the Company does expect to obtain such a waiver from the lender. There can
be no assurance that the Company will be able to comply with these covenants in
the future or that the Companys lenders will provide any additional waivers
with respect to any such noncompliance. If the Company cannot obtain such
additional waivers, the lenders may exercise their remedies under the
applicable loan agreements, which may have a material adverse effect on the
Companys financial condition. During the third quarter of 2001, the Company
and one of its major lenders consolidated all of its term notes maturing among
various years into one master note. The principal payments are due equally over
60 months and the interest is LIBOR based and adjusted quarterly.

The Company believes 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 2002. The Company anticipates it will purchase
approximately $1.6 million in both tractors and trailers during the last six
months of fiscal 2002. 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 reduce profitability. Weakness in the general economy,
including a weakness in consumer demand for goods and services, could adversely
affect customers and growth and revenues, if customers reduce their demand for
transportation services. Weakness in customer demand for the Companys
services or in the general rate environment also may restrain the Companys
ability to increase rates or obtain fuel surcharges. It also is not possible
to predict the medium or long-term effects of terrorist attacks on September
11, 2001, and subsequent events on the economy or on customer confidence in the
United States, or the impact, if any, on the Companys future results of
operations.

16



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

Business uncertainties

The Company has experienced significant and rapid growth in revenue since the
Company went public in May 1994. There can be no assurance that the Companys
business will continue to grow in a similar fashion in the future or that the
Company can effectively adapt 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.

Insurance

The Companys future insurance and claims expenses might exceed historical
levels, which could reduce earnings. The Company currently self-insures for a
portion of the claims exposure resulting from cargo loss, personal injury, and
property damage, combined up to $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, will be shared by the Company at a rate of fifty percent. 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 of 2002 that
resulted in third party fatalities. During the first quarter of 2002, the
self-insured amount for cargo loss, personal injury, and property damage,
combined was up to $500,000 per occurrence, which would be the amount
applicable to those two accidents if they result in claims. 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, one claim has been filed against the Company with respect to one
of these accidents. If the Company is ultimately found to have some
liability for one or both of these accidents, the Company believes
that its operating cash flows and unused line of credit would be
sufficient to cover any amounts payable. Also, the Company maintains insurance coverage of up to two million
dollars with licensed insurance companies above the amounts for which the
Company is self-insured. As discussed above, effective July 1, 2002,
the Company shares 50% of claims amounts within its two million
dollars of insurance coverage. The terrorist attacks in the United States on
September 11, 2001, and subsequent events, may result in additional increases
in the Companys insurance expenses. If these expenses continue to increase,
and the Company is unable to offset the increase with higher freight rates, the
Companys earnings could be materially affected.

Revenue equipment

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

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

Inflation

Many of the Companys operating expenses, including fuel costs and fuel taxes,
are sensitive to the effects of inflation, which could result in higher
operating costs. During 2000, 2001, and the first six months of 2002, the
Company experienced fluctuations in fuel costs as a result of conditions in the
petroleum industry. The Company also has periodically experienced some wage
increases for drivers. Increases in fuel costs and driver compensation

17



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##### 



are expected to continue during 2002 and may affect operating income, unless
the Company is able to pass those increased costs to customers through rate
increases or fuel surcharges. The Company has initiated an aggressive program
to obtain rate increases and fuel surcharges from customers in order to cover
increased costs due to these increases in fuel prices, driver compensation, and
other expenses and has been successful in implementing some fuel surcharges.
Competitive conditions in the transportation industry, including lower demand
for transportation services, could limit the Companys ability to continue to
obtain rate increases or fuel surcharges.

Fuel Price Trend

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

Forward-looking Statements

With the exception of historical information, the matters discussed and
statements made in this filing constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Specifically, this filing contains
forward-looking statements regarding the likely benefits from cost reductions;
the programs being undertaken by the Company to increase service and
reliability levels; expectations regarding the freight business and the
economy; and results in future quarters and for the year. Whenever possible,
the Company has identified these forward-looking statements (as defined in
Section 21E of the Securities Exchange Act of 1934) by words such as
anticipates, may, believes, estimates, projects, expects,
intends, and words of similar import. Forward-looking statements contained
in this filing 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
following factors will not have a negative impact on the Companys
expectations: whether the Companys cost reductions will continue to result in
an increase in the Companys revenue; whether the Companys long-term service
assurance program will be successful; whether business conditions and the
economy will improve, including the transportation and construction sectors, in
particular; the Companys ability to recruit and retain qualified drivers; the
ability to control internal costs, particularly rising fuel costs that may or
may not be passed on to the Companys customers; departures and defaults by
owner-operators; the cost of complying with governmental regulations that are
applicable to the Company; costs associated with increased insurance and claims
expense, and other risk factors. 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, 2001. 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

The Company is exposed to interest rate risk due to its long-term debt, which
at June 30, 2002, bore interest rates ranging from 1.25% to 2.75% above the
banks LIBOR rate. Under the provisions of Statement of Financial Accounting
Standards No. 107, Disclosures about Fair Value of Financial Instruments, the
Company has estimated the fair value of its long-term debt approximates its
carrying value, using a discounted cash flow analysis based on borrowing rates
available to the Company. The effect of a hypothetical 10% increase in
interest rates would increase the estimated fair value of the Companys
long-term debt by approximately $250,000. Management believes that current
working capital funds are sufficient to offset any adverse effects caused by
changes in the interest rates.

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PART II. OTHER INFORMATION

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

On May 14, 2002, the Company held its 2002 annual meeting of stockholders. A
total of 2,461,863 shares, or 91%, of the Companys outstanding shares, were
represented at the meeting, either in person or by proxy.

Three directors were nominated by the Companys Board of Directors to serve new
three-year terms. These nominees, and the voting results for each, are listed
below:



|                     |  |              |      |     |  |          |           |  |  |  |        | 
|-------------------- |  | ------------ | ---- | --- |  | -------- | --------- |  |  |  | ------ | 
|                     |  | Term Expires |      | For |  | Withheld
|                     |  |              |      |     |  |         
|Richard C. Bailey    |  |              | 2005 |     |  |          | 2,446,648 |  |  |  | 15,215 | 
|Stephen J. Silverman |  |              | 2005 |     |  |          | 2,447,513 |  |  |  | 14,350 | 
|J. Mark Dunning      |  |              | 2005 |     |  |          | 2,447,513 |  |  |  | 14,350 | 

Incumbent directors not standing for election at the 2002 annual meeting of
stockholders and whose terms continued after the meeting were:



|                |  |              |      | 
|--------------- |  | ------------ | ---- | 
|                |  | Term Expires
|J. Larry Baxter |  |              | 2003 | 
|Gail B. Cooper  |  |              | 2003 | 
|Boyd Whigham    |  |              | 2004 | 

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits, Financial Statements and Schedules

|     |  |                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|10.1 |  | Master Security Agreement dated May 31, 2002 by and between
the Company and General     Electric Capital Corporation.
|10.2 |  | Promissory Note dated May 31, 2002 by and between the Company
and General Electric     Capital Corporation.          
|10.3 |  | Consulting Agreement dated January 1, 2002 by and between the
Company and Dempsey Boyd.                              
|99.1 |  | Chief Executive Officer Certification pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.                     
|99.2 |  | Chief Financial Officer Certification pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.                     

(b)  Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarter ended June 30,
2002.

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SIGNATURES

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

|                      |  |                                           
|--------------------- |  | ------------------------------------------
|                      |  | Boyd Bros. Transportation Inc.            
|                      |  | (Registrant)                              
|                      |  |                                           
|                      |  |                                           
|Date: August 14, 2002 |  | /s/ Richard C. Bailey                     
|                      |  |                                           
|                      |  |                                           
|                      |  | Richard C. Bailey, Chief Financial Officer
|                      |  | (Principal Accounting Officer)            

20