##### Table of Contents



FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                         
|x          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
|           |  |                                                                                         
|           |  | For the quarterly period ended
March 31, 2003                                           
|           |  |                                                                                         
|OR        
|           |  |                                                                                         
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from 
to

Commission File Number 0-23948

Boyd Bros. Transportation Inc.

(Exact name of Registrant as specified in its charter)


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

3275 Highway 30, Clayton, Alabama 36016




(Address of principal executive offices)
(Zip Code)


(334) 775-1400




(Registrants telephone number, including area code)


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

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

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of May 14, 2003.

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





---

TABLE OF CONTENTS



|                                                |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                                |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                                                |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)   
|                                                |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)   
|                                                |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                                | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                     
|                                                | Legal Proceedings                                                                            
|                                                | Changes in Securities and Use of Proceeds                                                    
|                                                | Defaults Upon Senior Securities                                                              
|                                                | Submission of Matters to a Vote of Security Holders                                          
|                                                | Other Information                                                                            
|                                                | Exhibits and Reports on Form 8-K                                                             
|SIGNATURES                                     
|EX-10.1  COMMERCIAL LOAN AND SECURITY AGREEMENT
|EX-99.1 SARBANES CEO CERTIFICATION             
|EX-99.2 SARBANES CFO CERTIFICATION             



---



##### Table of Contents



INDEX

|           |  |                       |  |         |  |                                                                                       |  |                                                                                         |    |             |   | 
|---------- |  | --------------------- |  | ------- |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | -- | ----------- | - | 
|           |  |                       |  |         |  |                                                                                       |  |                                                                                         |    | Page Number
|Part I     |  | Financial Information |  |         | 
|           |  |                       |  | Item 1. |  | Consolidated Financial Statements                                                     |  |                                                                                         |    |            
|           |  |                       |  |         |  |                                                                                       |  | Consolidated Balance Sheets
March 31, 2003 (unaudited) and December 31, 2002            |    |             | 3 | 
|           |  |                       |  |         |  |                                                                                       |  | Consolidated Statements of Operations (unaudited)
Periods Ended March 31, 2003 and 2002 |    |             | 5 | 
|           |  |                       |  |         |  |                                                                                       |  | Consolidated Statements of Cash Flows (unaudited)
Periods Ended March 31, 2003 and 2002 |    |             | 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 |            
|           |  |                       |  | Item 4. |  | Controls and Procedures                                                               |  |                                                                                         | 18 |            
|Part II    |  | Other Information     |  |         | 
|           |  |                       |  | Item 1. |  | Legal Proceedings                                                                     |  |                                                                                         | 19 |            
|           |  |                       |  | Item 2. |  | Changes in Securities and Use of Proceeds                                             |  |                                                                                         | 19 |            
|           |  |                       |  | Item 3. |  | Defaults Upon Senior Securities                                                       |  |                                                                                         | 19 |            
|           |  |                       |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                   |  |                                                                                         | 19 |            
|           |  |                       |  | Item 5. |  | Other Information                                                                     |  |                                                                                         | 19 |            
|           |  |                       |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                         | 19 |            
|Signatures |  |                       |  |         |  |                                                                                       |  |                                                                                         | 20 |            

2



---



##### Table of Contents






BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

|                        |                                                        |                             |            |             |            |              |            |            |            | 
|----------------------- | ------------------------------------------------------ | --------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                        |                                                        |                             |            | March 31,   |            | DECEMBER 31,
|                        |                                                        |                             |            | 2003        |            | 2002        
|                        |                                                        |                             |            | (UNAUDITED) |            |              |            |           
|ASSETS                  |                                                        |                             |            |             |            |              |            |           
|CURRENT ASSETS:         |                                                        |                             |            |             |            |              |            |           
|                        | Cash and cash equivalents                              |                             | $          | 196,187     |            |              | $          | 292,514    |           
|                        | Short-term investments                                 |                             |            |            |            |              |            | 288,000    |           
|                        | Accounts receivable:                                   |                             |            |             |            |              |            |            |           
|                        |                                                        | Trade and interline         |            |             | 11,463,054 |              |            |            | 9,083,921  | 
|                        |                                                        | Other                       |            |             | 586,345    |              |            |            | 542,963    | 
|                        | Current portion of net investment in sales-type leases |                             |            | 1,470,509   |            |              |            | 1,427,617  |           
|                        | Parts and supplies inventory                           |                             |            | 652,453     |            |              |            | 521,201    |           
|                        | Prepaid licenses and permits                           |                             |            | 223,455     |            |              |            | 547,460    |           
|                        | Other prepaid expenses                                 |                             |            | 996,287     |            |              |            | 965,995    |           
|                        | Deferred income taxes                                  |                             |            | 2,378,688   |            |              |            | 2,378,688  |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total current assets        |            |             | 17,966,978 |              |            |            | 16,048,359 | 
|                        |                                                        |                             |            |             |            |              |            |           
|PROPERTY AND EQUIPMENT: |                                                        |                             |            |             |            |              |            |           
|                        | Land and land improvements                             |                             |            | 2,948,297   |            |              |            | 2,948,297  |           
|                        | Buildings                                              |                             |            | 7,808,115   |            |              |            | 7,804,015  |           
|                        | Revenue equipment                                      |                             |            | 64,740,931  |            |              |            | 64,644,891 |           
|                        | Other equipment                                        |                             |            | 12,655,883  |            |              |            | 12,466,476 |           
|                        | Leasehold improvements                                 |                             |            | 386,384     |            |              |            | 386,384    |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total                       |            |             | 88,539,610 |              |            |            | 88,250,063 | 
|                        | Less accumulated depreciation and
amortization         |                             |            | 35,411,673  |            |              |            | 33,525,571 |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Property and equipment, net |            |             | 53,127,937 |              |            |            | 54,724,492 | 
|                        |                                                        |                             |            |             |            |              |            |           
|OTHER ASSETS:           |                                                        |                             |            |             |            |              |            |           
|                        | Net investment in sales-type leases                    |                             |            | 6,019,360   |            |              |            | 6,706,848  |           
|                        | Goodwill                                               |                             |            | 3,452,446   |            |              |            | 3,452,446  |           
|                        | Revenue equipment held for lease                       |                             |            | 135,154     |            |              |            | 310,405    |           
|                        | Deposits and other assets                              |                             |            | 339,531     |            |              |            | 339,531    |           
|                        |                                                        |                             |            |             |            |              |            |           
|                        |                                                        | Total other assets          |            |             | 9,946,491  |              |            |            | 10,809,230 | 
|                        |                                                        |                             |            |             |            |              |            |           
|TOTAL                   |                                                        | $                           | 81,041,406 |             |            | $            | 81,582,081 |           
|                        |                                                        |                             |            |             |            |              |            |           

See notes to unaudited consolidated financial statements.

3



---



##### Table of Contents



BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

|                                     |                                                                                                                     |                            |            |             |            |              |            |            |            | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                                     |                                                                                                                     |                            |            | March 31,   |            | DECEMBER 31,
|                                     |                                                                                                                     |                            |            | 2003        |            | 2002        
|                                     |                                                                                                                     |                            |            | (UNAUDITED) |            |              |            |           
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                                     |                            |            |             |            |              |            |           
|CURRENT LIABILITIES:                 |                                                                                                                     |                            |            |             |            |              |            |           
|                                     | Accounts payable  trade and interline                                                                              |                            | $          | 5,872,637   |            |              | $          | 2,375,475  |           
|                                     | Line of credit                                                                                                      |                            |            | 473,747     |            |              |            |           |           
|                                     | Income taxes payable                                                                                                |                            |            |            |            |              |            | 1,424,791  |           
|                                     | Accrued liabilities:                                                                                                |                            |            |             |            |              |            |            |           
|                                     |                                                                                                                     | Self-insurance claims      |            |             | 4,237,244  |              |            |            | 4,537,857  | 
|                                     |                                                                                                                     | Salaries and wages         |            |             | 923,900    |              |            |            | 447,911    | 
|                                     |                                                                                                                     | Other                      |            |             | 1,428,241  |              |            |            | 1,324,364  | 
|                                     | Current maturities of long-term debt                                                                                |                            |            | 14,635,011  |            |              |            | 14,488,695 |           
|                                     |                                                                                                                     |                            |            |             |            |              |            |           
|                                     |                                                                                                                     | Total current liabilities  |            |             | 27,570,780 |              |            |            | 24,599,093 | 
|LONG-TERM DEBT                       |                                                                                                                     |                            | 15,617,172 |             |            |              | 19,135,870 |           
|DEFERRED INCOME TAXES                |                                                                                                                     |                            | 12,122,259 |             |            |              | 12,122,259 |           
|                                     |                                                                                                                     |                            |            |             |            |              |            |           
|                                     |                                                                                                                     | Total liabilities          |            |             | 55,310,211 |              |            |            | 55,857,222 | 
|                                     |                                                                                                                     |                            |            |             |            |              |            |           
|COMMITMENTS AND CONTINGENCIES        |                                                                                                                     |                            |            |             |            |              |            |           
|STOCKHOLDERS EQUITY:                |                                                                                                                     |                            |            |             |            |              |            |           
|                                     | Preferred stock, $.001 par value - 1,000,000
shares authorized; no shares issued and
outstanding                    |                            |            |            |            |              |            |           |           
|                                     | Common stock, $.001 par value - 10,000,000
shares authorized; 4,069,640
shares issued and outstanding               |                            |            | 4,070       |            |              |            | 4,070      |           
|                                     | Treasury stock at cost; 1,358,973 and 1,359,684 shares
shares at March 31, 2003 and December 31, 2002, respectively |                            |            | (9,633,234  | )          |              |            | (9,638,274 | )         
|                                     | Additional paid-in capital                                                                                          |                            |            | 16,884,622  |            |              |            | 16,884,622 |           
|                                     | Retained earnings                                                                                                   |                            |            | 18,475,737  |            |              |            | 18,474,441 |           
|                                     |                                                                                                                     |                            |            |             |            |              |            |           
|                                     |                                                                                                                     | Total stockholders equity |            |             | 25,731,195 |              |            |            | 25,724,859 | 
|                                     |                                                                                                                     |                            |            |             |            |              |            |           
|TOTAL                                |                                                                                                                     | $                          | 81,041,406 |             |            | $            | 81,582,081 |           
|                                     |                                                                                                                     |                            |            |             |            |              |            |           

See notes to unaudited consolidated financial statements.

4



---



##### Table of Contents






BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|                                                             |                                                 |   |                              |            |      |   |            |            |  
|------------------------------------------------------------ | ----------------------------------------------- | - | ---------------------------- | ---------- | ---- | - | ---------- | ---------- | -
|                                                             |                                                 |   | Three Months Ended March 31,
|                                                             |                                                 |   | 2003                         |            | 2002
|                                                             |                                                 |   |                              |            |     
|OPERATING REVENUES                                           |                                                 | $ | 32,577,476                   |            |      | $ | 30,620,318 |           
|                                                             |                                                 |   |                              |            |      |   |            |           
|OPERATING EXPENSES:                                          |                                                 |   |                              |            |      |   |            |           
|                                                             | Salaries, wages and
employee benefits           |   |                              | 9,288,776  |      |   |            | 9,349,145  |  
|                                                             | Cost of independent contractors                 |   |                              | 10,545,354 |      |   |            | 8,978,965  |  
|                                                             | Operating supplies                              |   |                              | 6,931,122  |      |   |            | 5,964,561  |  
|                                                             | Operating taxes and licenses                    |   |                              | 601,614    |      |   |            | 684,968    |  
|                                                             | Insurance and claims                            |   |                              | 1,282,399  |      |   |            | 2,158,508  |  
|                                                             | Communications and utilities                    |   |                              | 331,847    |      |   |            | 325,895    |  
|                                                             | Depreciation and amortization                   |   |                              | 2,694,053  |      |   |            | 2,911,948  |  
|                                                             | Gain on disposal of
property and equipment, net |   |                              |           |      |   |            | (35,496    | )
|                                                             | Other                                           |   |                              | 564,322    |      |   |            | 336,477    |  
|                                                             |                                                 |   |                              |            |      |   |            |           
|                                                             | Total operating expenses                        |   |                              | 32,239,487 |      |   |            | 30,674,971 |  
|                                                             |                                                 |   |                              |            |      |   |            |           
|OPERATING INCOME (LOSS)                                      |                                                 |   | 337,989                      |            |      |   | (54,653    | )         
|                                                             |                                                 |   |                              |            |      |   |            |           
|OTHER INCOME (EXPENSES):                                     |                                                 |   |                              |            |      |   |            |           
|                                                             | Interest income                                 |   |                              | 4,798      |      |   |            | 5,711      |  
|                                                             | Interest expense                                |   |                              | (308,420   | )    |   |            | (401,528   | )
|                                                             | Other expenses                                  |   |                              | (27,517    | )    |   |            |           |  
|                                                             |                                                 |   |                              |            |      |   |            |           
|                                                             | Other expenses, net                             |   |                              | (331,139   | )    |   |            | (395,817   | )
|                                                             |                                                 |   |                              |            |      |   |            |           
|INCOME (LOSS) BEFORE PROVISION FOR
(BENEFIT OF) INCOME TAXES |                                                 |   | 6,850                        |            |      |   | (450,470   | )         
|PROVISION FOR (BENEFIT OF) INCOME TAXES                      |                                                 |   | 2,665                        |            |      |   | (162,373   | )         
|                                                             |                                                 |   |                              |            |      |   |            |           
|NET INCOME (LOSS)                                            |                                                 | $ | 4,185                        |            |      | $ | (288,097   | )         
|                                                             |                                                 |   |                              |            |      |   |            |           
|BASIC EARNINGS PER SHARE                                     |                                                 | $ | 0.00                         |            |      | $ | (0.11      | )         
|                                                             |                                                 |   |                              |            |      |   |            |           
|DILUTED EARNINGS PER SHARE                                   |                                                 | $ | 0.00                         |            |      | $ | (0.11      | )         
|                                                             |                                                 |   |                              |            |      |   |            |           
|BASIC WEIGHTED AVERAGE SHARES OUTSTANDING                    |                                                 |   | 2,710,665                    |            |      |   | 2,709,838  |           
|                                                             |                                                 |   |                              |            |      |   |            |           
|DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING                  |                                                 |   | 2,842,739                    |            |      |   | 2,709,838  |           
|                                                             |                                                 |   |                              |            |      |   |            |           

See notes to unaudited consolidated financial statements.

5



---



##### Table of Contents






BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |      |            |           |            |  
|-------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------------- | ---------- | ---------------------------- | ---------- | ---- | ---------- | --------- | ---------- | -
|                                                         |  |                                                                                          |                                                                    |                                                   |            | Three Months Ended March 31,
|                                                         |  |                                                                                          |                                                                    |                                                   |            | 2003                         |            | 2002
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|OPERATING ACTIVITIES:                                    |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Net income (loss)                                                                        |                                                                    | $                                                 | 4,185      |                              |            | $    | (288,097   | )        
|                                                         |  | Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |                                                                    |                                                   |            |                              |            |      |            |          
|                                                         |  |                                                                                          | Depreciation and amortization                                      |                                                   |            | 2,694,053                    |            |      |            | 2,911,948 |           
|                                                         |  |                                                                                          | Provision for bad debts                                            |                                                   |            | 21,960                       |            |      |            |           |           
|                                                         |  |                                                                                          | Net effect of sales-type leases on cost of independent contractors |                                                   |            | (267,856                     | )          |      |            | (484,546  | )         
|                                                         |  |                                                                                          | Gain on disposal of property and equipment, net                    |                                                   |            |                             |            |      |            | (35,496   | )         
|                                                         |  |                                                                                          | Provision for deferred income taxes                                |                                                   |            |                             |            |      |            | (100,951  | )         
|                                                         |  |                                                                                          | Changes in assets and liabilities that provided (used) cash:       |                                                   |            |                              |            |      |            |           |           
|                                                         |  |                                                                                          |                                                                    | Accounts receivable                               |            |                              | (2,444,475 | )    |            |           | (1,380,551 | )
|                                                         |  |                                                                                          |                                                                    | Other current assets                              |            |                              | 450,461    |      |            |           | 498,622    |  
|                                                         |  |                                                                                          |                                                                    | Accounts payable- trade and interline             |            |                              | 3,497,162  |      |            |           | 1,442,707  |  
|                                                         |  |                                                                                          |                                                                    | Accrued liabilities and other current liabilities |            |                              | (1,145,538 | )    |            |           | 1,227,836  |  
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  |                                                                                          |                                                                    | Net cash provided by operating activities         |            |                              | 2,809,952  |      |            |           | 3,791,472  |  
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|INVESTING ACTIVITIES:                                    |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Payments received on sales-type leases                                                   |                                                                    |                                                   | 784,459    |                              |            |      | 812,332    |          
|                                                         |  | Capital expenditures:                                                                    |                                                                    |                                                   |            |                              |            |      |            |          
|                                                         |  |                                                                                          | Revenue equipment                                                  |                                                   |            | (585,859                     | )          |      |            | (827,658  | )         
|                                                         |  |                                                                                          | Other equipment                                                    |                                                   |            | (208,395                     | )          |      |            | (115,260  | )         
|                                                         |  | Proceeds from disposals of property and equipment                                        |                                                                    |                                                   |           |                              |            |      | 26,300     |          
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  |                                                                                          |                                                                    | Net cash used in investing activities             |            |                              | (9,795     | )    |            |           | (104,286   | )
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|FINANCING ACTIVITIES:                                    |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Proceeds from sales of common stock                                                      |                                                                    |                                                   | 2,151      |                              |            |      |           |          
|                                                         |  | Purchase of treasury stock                                                               |                                                                    |                                                   |           |                              |            |      | (42,254    | )        
|                                                         |  | Proceeds (payments) on line of credit  net                                              |                                                                    |                                                   | 473,747    |                              |            |      | (210,540   | )        
|                                                         |  | Proceeds from long-term debt                                                             |                                                                    |                                                   | 382,060    |                              |            |      |           |          
|                                                         |  | Principal payments on long-term debt                                                     |                                                                    |                                                   | (3,754,442 | )                            |            |      | (3,664,289 | )        
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  |                                                                                          |                                                                    | Net cash used in financing activities             |            |                              | (2,896,484 | )    |            |           | (3,917,083 | )
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|NET DECREASE IN CASH AND CASH EQUIVALENTS                |  |                                                                                          | (96,327                                                            | )                                                 |            |                              | (229,897   | )   
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         |  |                                                                                          | 292,514                                                            |                                                   |            |                              | 2,221,455  |     
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|BALANCE AT END OF PERIOD                                 |  | $                                                                                        | 196,187                                                            |                                                   |            | $                            | 1,991,558  |     
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:       |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Cash paid during the period for:                                                         |                                                                    |                                                   |            |                              |            |      |            |          
|                                                         |  | Income taxes, net of refunds                                                             |                                                                    | $                                                 | 1,637,989  |                              |            | $    | 103,373    |          
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Interest                                                                                 |                                                                    | $                                                 | 308,420    |                              |            | $    | 400,528    |          
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Net investment in sales-type leases                                                      |                                                                    | $                                                 | 127,993    |                              |            | $    | 37,954     |          
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     
|                                                         |  | Dealer financed purchases of revenue equipment                                           |                                                                    | $                                                 |           |                              |            | $    | 3,601,878  |          
|                                                         |  |                                                                                          |                                                                    |                                                   |            |                              |            |     

See notes to unaudited consolidated financial statements.

6



---



##### Table of Contents



BOYD BROS. TRANSPORTATION INC.




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

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

2. Principles of Consolidation

The consolidated financial statements include the accounts of Boyd Bros.
Transportation and its wholly owned subsidiary, WTI Transport, Inc. (WTI).
The Boyd division (Boyd) also operates a logistics division (Logistics) that
provides logistical support to the Company, and brokers freight by identifying
external shipping needs and matching available carrier resources to those
needs. Boyd, Logistics, and WTI are referred to herein collectively as the
Company. All significant inter-company balances, transactions and
stockholdings have been eliminated. Certain reclassifications have been made
to prior periods to conform to the current period presented.

3. Environmental Matters

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

4. Stockholders Equity

Earnings Per Share Basic
and diluted earnings per share were $0.00 for the three months ended
March 31, 2003. Stock options of 132,074 were included in the
computation of diluted earnings per share for the period ending March 31, 2003. No options were included in
the diluted net income calculation for the comparative period in 2002 because
to do so would have been anti-dilutive as the exercise prices of all stock
options were above the average market price of the Companys common stock for
the period presented.

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

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

SFAS No. 123 encourages, but does
not require, companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company
has chosen to continue to account for stock-based compensation

7



---



##### Table of Contents



using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. Accordingly, compensation cost for stock options is measured
as the excess, if any, of the quoted market price of the Companys stock at the
date of the grant over the amount an employee must pay to acquire the stock.
The option price of all the Companys stock options is equal to the market
value of the stock at the grant date. As such, no compensation expense is
recorded in the accompanying consolidated financial statements.

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

|                                                                                        |                       |      |         |       |   |   |          |       |  
|--------------------------------------------------------------------------------------- | --------------------- | ---- | ------- | ----- | - | - | -------- | ----- | -
|For the Quarters Ended March 31,                                                        |                       | 2003 |         | 2002 
|                                                                                        |                       |      |         |      
|Net income (loss), as reported                                                          |                       | $    | 4,185   |       |   | $ | (288,097 | )    
|Stock-based employee compensation expense determined
under fair value basis, net of tax |                       |      | (55,347 | )     |   |   | (97,223  | )    
|                                                                                        |                       |      |         |       |   |   |          |      
|Pro forma net income (loss)                                                             |                       | $    | (51,162 | )     |   | $ | (385,320 | )    
|                                                                                        |                       |      |         |       |   |   |          |      
|Earnings per share:                                                                     |                       |      |         |       |   |   |          |      
|                                                                                        | Basic  as reported   |      | $       | 0.00  |   |   | $        | (0.11 | )
|                                                                                        | Basic  pro forma     |      | $       | (0.02 | ) |   | $        | (0.14 | )
|                                                                                        | Diluted  as reported |      | $       | 0.00  |   |   | $        | (0.11 | )
|                                                                                        | Diluted  pro forma   |      | $       | (0.02 | ) |   | $        | (0.14 | )

5. Related Party Transactions

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

6. Goodwill

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

The Company adopted SFAS Nos. 141 and 142 on January 1, 2002 and, accordingly,
ceased amortization of goodwill at that time. As of June 30, 2002, the Company
completed the first phase of transitional testing for the potential impairment
of goodwill relating to its WTI subsidiary. As a result of such testing, the
Company determined there was no impairment. No events have occurred since the
assessment date to cause a significant change in the values used for computation.
Thus, another impairment test was not performed during the first quarter of
2003.

7. Recently Issued Accounting Standards

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. SFAS No. 148 amends Statement No.
123, Accounting for Stock-Based Compensation (SFAS No. 123), to provide
alternative methods for voluntary transition to SFAS No. 123s fair value
method of accounting for stock-based employee compensation (the fair value
method). SFAS No. 148 also requires disclosure of the effects of an entitys
accounting policy with respect to stock-based employee compensation on reported
net income (loss)

8



---



##### Table of Contents



and earnings (loss) per share in annual and interim financial statements. The
transition provisions of SFAS No. 148 are effective in fiscal years beginning
after December 15, 2002. The Company is currently evaluating the transition
provisions of SFAS No. 148, but expects that it will not have a material
adverse impact on the Companys consolidated financial position and results of
operations upon adoption since the Company has not adopted the fair value
method. The Company adopted the required disclosure provisions of SFAS No.
148. See Note 1 to the Consolidated Financial Statements.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others. FIN 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
It also requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002, while the provisions of the disclosure
requirements are effective for financial statements of interim or annual
reports ending after December 15, 2002. The Company adopted the disclosure
provisions of FIN 45 during the fourth quarter of fiscal 2002 and such adoption
did not have a material impact on the Companys consolidated financial
statements. The Company did not issue nor modify any guarantees during the
first quarter of 2003.

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

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

8. Segment Information

The Company has three reportable segments: the Boyd division (Boyd), the
Logistics division (Logistics), and the WTI division (WTI). Boyd is a
flatbed carrier that hauls primarily steel and building products throughout
most of the continental United States, and operated an average of 700 trucks
during the first quarter of 2003. Boyd had an average of 540 company drivers
and 160 owner-operators as of March 31, 2003. Logistics brokers freight by
identifying external shipping needs and matching available external carrier
resources to those needs. This division requires minimal overhead and capital
resources and provides a service through logistically coordinating needs for
carriers to available carriers and scheduling the service to be provided. All
carriers brokered through Logistics are responsible for maintaining proper
insurance coverage and are required to provide proof of such coverage prior to
brokerage of a load. WTI is a flatbed carrier that hauls steel and roofing
products, primarily in the eastern two-thirds of the United States, and
operated an average of 212 trucks during the first quarter of 2003. WTI had 35
company drivers and 177 owner-operators as of March 31, 2003. Due to the
significant growth of Logistics, and the operating characteristics
that differentiate it from the Boyd and WTI divisions, management now views Logistics as a separate
reportable segment. Unaudited segment reporting information for the periods ended March
31, 2003 and 2002 is as follows:

9



---



##### Table of Contents



Results of Operations

Three Months Ended March 31, 2003


|                   |  |      |            |           |  |     |           |              |  |       |           |   |  |  |  |  |  |   |            |  
|------------------ |  | ---- | ---------- | --------- |  | --- | --------- | ------------ |  | ----- | --------- | - |  |  |  |  |  | - | ---------- | -
|                   |  | Boyd |            | Logistics |  | WTI |           | Eliminations |  | Total
|Operating revenues |  | $    | 24,311,657 |           |  | $   | 2,738,900 |              |  | $     | 5,526,919 |   |  |  |  |  |  | $ | 32,577,476 |  
|Operating expenses |  |      | 24,009,483 |           |  |     | 2,593,347 |              |  |       | 5,636,657 |   |  |  |  |  |  |   | 32,239,487 |  
|Operating income   |  |      | 302,174    |           |  |     | 145,553   |              |  |       | (109,738  | ) |  |  |  |  |  |   | 337,989    |  
|Operating ratio    |  |      | 98.8       | %         |  |     | 94.7      | %            |  |       | 102.0     | % |  |  |  |  |  |   | 99.0       | %

Three Months Ended March 31, 2002

|                   |  |      |            |           |  |     |           |              |  |       |           |   |  |  |         |   |  |   |            |  
|------------------ |  | ---- | ---------- | --------- |  | --- | --------- | ------------ |  | ----- | --------- | - |  |  | ------- | - |  | - | ---------- | -
|                   |  | Boyd |            | Logistics |  | WTI |           | Eliminations |  | Total
|Operating revenues |  | $    | 24,219,664 |           |  | $   | 1,610,458 |              |  | $     | 4,826,653 |   |  |  | (36,457 | ) |  | $ | 30,656,775 |  
|Operating expenses |  |      | 24,503,105 |           |  |     | 1,539,575 |              |  |       | 4,668,748 |   |  |  | (36,457 | ) |  |   | 30,711,428 |  
|Operating income   |  |      | (283,441   | )         |  |     | 70,883    |              |  |       | 157,905   |   |  |  |         |   |  |   | (54,653    | )
|Operating ratio    |  |      | 101.2      | %         |  |     | 95.6      | %            |  |       | 96.7      | % |  |  |         |   |  |   | 100.2      | %

Identifiable Assets

As of March 31, 2003

|                                              |  |      |            |           |  |     |          |              |  |       |           |  |  |  |  |  |  |   |            | 
|--------------------------------------------- |  | ---- | ---------- | --------- |  | --- | -------- | ------------ |  | ----- | --------- |  |  |  |  |  |  | - | ---------- | 
|                                              |  | Boyd |            | Logistics |  | WTI |          | Eliminations |  | Total
|Cash and cash equivalents                     |  | $    | 154,862    |           |  | $   | (215,830 | )            |  | $     | 257,155   |  |  |  |  |  |  | $ | 196,187    | 
|Property and equipment, net                   |  |      | 48,496,347 |           |  |     |         |              |  |       | 4,631,590 |  |  |  |  |  |  |   | 53,127,937 | 
|Long-term debt (excluding current maturities) |  |      | 14,190,996 |           |  |     |         |              |  |       | 1,426,176 |  |  |  |  |  |  |   | 15,617,172 | 

As of December 31, 2002

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

10



---



##### Table of Contents






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

The following discussion should be read in conjunction with the attached
interim consolidated financial statements and with the Companys 2002 Annual
Report to Stockholders, which included audited financial statements and notes
thereto for the fiscal year ended December 31, 2002, as well as Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Company, headquartered in Clayton, Alabama, is a flatbed truckload carrier
that has three reportable segments: Boyd, Logistics, and WTI. Boyd operates
throughout most of the continental United States, hauling primarily steel and
building products. Logistics provides logistical support to the Company and
brokers freight by identifying external shipping needs and matching available
external carrier resources to those needs. WTI hauls steel and roofing
products, primarily in the eastern two-thirds of the United States. The
Company typically serves high-volume, time-sensitive shippers that demand time
definite delivery.

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

The Company continues to focus on marketing efforts and is broadening its
customer base outside of the steel and building products industries, as well as
stressing best-in-business service to its customers. The Company remains
committed to its emphasis on safety while working to reduce insurance claims
and costs. See Factors That May Affect Future Results, below.

Critical Accounting Policies

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

11



---



##### Table of Contents



Quarterly Review:

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

|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |      |       |      |   |  |       |      |   |  |       |      |   |  |       |      |   | 
|-------------------------- | -------------------------------------------------- |  | ----- | ----------------------- | - | ---- | ----- | --------- | - | ---- | ----- | ---- | - | ---- | ----- | ---- | - | ---- | ----- | ---- | - |  | ----- | ---- | - |  | ----- | ---- | - |  | ----- | ---- | - | 
|                           |                                                    |  |       | Company                 |   | Boyd |       | Logistics |   | WTI 
|                           |                                                    |  |       |                         |   |      |       |           |   |     
|                           |                                                    |  |       | Quarter Ended March 31,
|                           |                                                    |  |       |                        
|                           |                                                    |  |       | 2003                    |   | 2002 |       | 2003      |   | 2002 |       | 2003 |   | 2002 |       | 2003 |   | 2002
|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |     
|Operating revenues         |                                                    |  | 100.0 | %                       |   |      | 100.0 | %         |   |      | 100.0 | %    |   |      | 100.0 | %    |   |      | 100.0 | %    |   |  | 100.0 | %    |   |  | 100.0 | %    |   |  | 100.0 | %   
|Operating expenses        
|                           | Salaries, wages, and employee
benefits             |  | 28.5  |                         |   |      | 30.6  |           |   |      | 34.4  |      |   |      | 35.3  |      |   |      | 7.4   |      |   |  | 8.4   |      |   |  | 13.0  |      |   |  | 14.1  |     
|                           | Cost of independent contractors                    |  |       | 32.4                    |   |      |       | 29.3      |   |      |       | 20.2 |   |      |       | 19.6 |   |      |       | 81.2 |   |  |       | 84.2 |   |  |       | 61.5 |   |  |       | 59.9 |  
|                           | Fuel                                               |  |       | 14.1                    |   |      |       | 10.9      |   |      |       | 17.7 |   |      |       | 13.0 |   |      |       | 0.0  |   |  |       | 0.0  |   |  |       | 5.2  |   |  |       | 4.1  |  
|Operating supplies         |                                                    |  | 7.2   |                         |   |      | 8.5   |           |   |      | 8.3   |      |   |      | 9.5   |      |   |      | 2.6   |      |   |  | 2.2   |      |   |  | 4.4   |      |   |  | 5.2   |     
|                           | Operating taxes and licenses                       |  |       | 1.8                     |   |      |       | 2.2       |   |      |       | 2.1  |   |      |       | 2.5  |   |      |       | 0.0  |   |  |       | 0.0  |   |  |       | 1.6  |   |  |       | 1.7  |  
|                           | Insurance and claims                               |  |       | 3.9                     |   |      |       | 7.1       |   |      |       | 3.7  |   |      |       | 8.1  |   |      |       | 0.0  |   |  |       | 0.0  |   |  |       | 6.8  |   |  |       | 4.0  |  
|                           | Communications and utilities                       |  |       | 1.0                     |   |      |       | 1.1       |   |      |       | 1.1  |   |      |       | 1.1  |   |      |       | 1.2  |   |  |       | 0.7  |   |  |       | 0.8  |   |  |       | 0.8  |  
|                           | Depreciation and amortization                      |  |       | 8.4                     |   |      |       | 9.5       |   |      |       | 10.1 |   |      |       | 11.1 |   |      |       | 0.3  |   |  |       | 0.0  |   |  |       | 4.1  |   |  |       | 4.6  |  
|                           | Gain on disposition of property
and equipment, net |  |       | (0.0                    | ) |      |       | (0.1      | ) |      |       | (0.0 | ) |      |       | (0.1 | ) |      |       | (0.0 | ) |  |       | (0.0 | ) |  |       | 0.0  |   |  |       | (0.1 | )
|                           | Other                                              |  |       | 1.7                     |   |      |       | 1.1       |   |      |       | 1.1  |   |      |       | 0.9  |   |      |       | 2.0  |   |  |       | 0.1  |   |  |       | 4.6  |   |  |       | 2.4  |  
|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |      |       |      |   |  |       |      |   |  |       |      |   |  |       |     
|Total operating expenses   |                                                    |  | 99.0  |                         |   |      | 100.2 |           |   |      | 98.7  |      |   |      | 101.0 |      |   |      | 94.7  |      |   |  | 95.6  |      |   |  | 102.0 |      |   |  | 96.7  |     
|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |      |       |      |   |  |       |      |   |  |       |      |   |  |       |     
|Operating income           |                                                    |  | 1.0   |                         |   |      | (0.2  | )         |   |      | 1.3   |      |   |      | (1.0  | )    |   |      | 5.3   |      |   |  | 4.4   |      |   |  | (2.0  | )    |   |  | 3.3   |     
|Interest expense, net      |                                                    |  | (1.0  | )                       |   |      | (1.3  | )         |   |      | (1.5  | )    |   |      | (1.5  | )    |   |      | (0.0  | )    |   |  | 0.0   |      |   |  | 0.5   |      |   |  | (0.7  | )   
|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |      |       |      |   |  |       |      |   |  |       |      |   |  |       |     
|Income before income taxes |                                                    |  | 0.0   |                         |   |      | (1.5  | )         |   |      | (0.2  | )    |   |      | (2.5  | )    |   |      | 5.3   |      |   |  | 4.4   |      |   |  | (1.5  | )    |   |  | 2.6   |     
|                           | Income taxes                                       |  |       | 0.0                     |   |      |       | (0.5      | ) |      |       | (0.1 | ) |      |       | (0.9 | ) |      |       | 0.0  |   |  |       | 0.0  |   |  |       | (0.5 | ) |  |       | 1.3  |  
|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |      |       |      |   |  |       |      |   |  |       |      |   |  |       |     
|Net income                 |                                                    |  | 0.0   | %                       |   |      | (1.0  | )%        |   |      | (0.3  | )%   |   |      | (1.6  | )%   |   |      | 5.3   | %    |   |  | 4.4   | %    |   |  | (1.0  | )%   |   |  | 1.3   | %   
|                           |                                                    |  |       |                         |   |      |       |           |   |      |       |      |   |      |       |      |   |      |       |      |   |  |       |      |   |  |       |      |   |  |       |     

|                           |  |                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | --------------- | --- | ---- |  | ---- | --- | ---- |  | ---- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company         |     | Boyd |  | WTI 
|                           |  |                 |     |      |  |     
|                           |  | As of March 31,
|                           |  |                
|                           |  | 2003            |     | 2002 |  | 2003 |     | 2002 |  | 2003 |     | 2002
|                           |  |                 |     |      |  |      |     |      |  |      |     |     
|Company operated tractors  |  |                 | 575 |      |  |      | 568 |      |  |      | 540 |      |  |  | 533 |   |  |  | 35  |   |  |  | 35  |  
|Owner-operated tractors    |  |                 | 337 |      |  |      | 386 |      |  |      | 160 |      |  |  | 202 |   |  |  | 177 |   |  |  | 184 |  
|                           |  |                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |                 | 912 |      |  |      | 954 |      |  |      | 700 |      |  |  | 735 |   |  |  | 212 |   |  |  | 219 |  
|                           |  |                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |                 | 63  | %    |  |      | 60  | %    |  |      | 77  | %    |  |  | 73  | % |  |  | 17  | % |  |  | 16  | %
|Owner-operated tractor %   |  |                 | 37  | %    |  |      | 40  | %    |  |      | 23  | %    |  |  | 27  | % |  |  | 83  | % |  |  | 84  | %
|                           |  |                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |                 | 100 | %    |  |      | 100 | %    |  |      | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Quarterly Results of Operations

The Companys total operating revenues increased $1,957,158 or 6.4% to
$32,577,476 for the quarter ended March 31, 2003, compared with $30,620,318 for
the same period in 2002. The change in revenue reflected an increase of
$128,450 or 0.5% in the Boyd division, an increase of $1,128,442 or 70.1% in the
Logistics division, and an increase of $700,266 or 14.5% in the WTI division.
These changes are reflective of diversification outside of the steel and
building materials industries and are also reflective of an increase in revenue
resulting from the growth of the Logistics division and its brokerage of
freight onto outside carriers. Included in revenues are fuel surcharges in
the amount of $991,564 and $27,349 for the quarters ended March 31, 2003 and
2002, respectively. Average revenue per mile for the first quarter of 2003 was
$1.20 while average revenue per mile was $1.15 for the same period in

12



---



##### Table of Contents



2002. Operating
conditions during the first quarter of 2003 were affected by
inclement weather in February in many of the areas the Company serves and
skyrocketing fuel costs due to growing anxieties about war in Iraq. However,
the industry is showing improvement as weather conditions improve, fuel
costs decline, and the war draws to an end. Revenues for the month
of March 2003 were up 8.7% to $11,559,123 from $10,637,615 for the month of
March 2002.

Total operating expenses increased $1,564,516 or 5.1% to $32,239,487 for the
first quarter of 2003, compared to $30,674,971 for the same three months last
year. Of this net increase, a decrease of $493,622 was attributable to the Boyd
division. The Logistics division accounted for an increase of $1,053,772, and
the WTI division accounted for $967,909 of the net increase. These increases
are directly proportional to the increases in operating revenues. In the
Logistics division, there was a 70.1% increase in revenue and 68.5% increase in
operating expenses over 2002 figures.

The following operating expenses decreased: salaries, wages and employee
benefits, operating supplies, and taxes and licenses. There was a net decrease
of $822,838 in these accounts for the Company. Expenses related to Company
drivers are included in these accounts. The change was primarily attributable
to the Boyd division. The Boyd division accounted for a decrease of $542,173
in these accounts primarily due to a 5.4% decrease in total miles for the Boyd
division from 21,035,236 for the first quarter of 2002 to 19,912,968 for the
first quarter of 2003.

Fuel expense, also associated with Company drivers and included in the line
item operating supplies in the consolidated statement of operations,
increased $1,251,197 or 37.4% from 2002. This sharp increase
was a result of the tensions in the Middle East, as well as reduced fuel
supplies from Venezuela. Fuel prices began rising in the fourth quarter of 2002
and continued to rise during the first quarter of 2003. Average fuel cost per
gallon during the first quarter of 2003 increased approximately $0.30 per
gallon over prices in the first quarter of 2002. The Boyd division hauled
19,912,968 miles during the first quarter of 2003 with an average
mile-per-gallon amount of 5.82. An average $0.30 per gallon increase would
account for an approximate $1,026,000 increase in fuel expense for the Boyd
division alone. Average fuel prices began to decline during March 2003. The
Company generally has been able to partially offset significant increases in
fuel costs through increased freight rates and through a fuel surcharge which
increases incrementally as the price of fuel increases. The increases in
freight rates and fuel surcharges are included in revenues, as discussed above.

Included in cost of independent contractors are costs for which owner-operators
are responsible. These costs include fuel, operating supplies, and taxes and
licenses, which are incurred by the owner-operators, while the Company incurs
these costs on behalf of its Company drivers. Cost of independent
contractors for the Company increased $1,566,389 or 17.4% for the quarter ended
March 31, 2003 compared to the same period last year. The Logistics division
accounted for $867,902 of the increase. The most significant costs associated
with operating the Logistics division are included in this account. These
costs include expenses related to payment of the outside carriers contracted to
haul brokered loads. The Logistics division requires minimal overhead and
capital resources and provides a service through logistically coordinating
needs for carriers to available carriers and scheduling the service to be
provided. All carriers brokered through Logistics are responsible for
maintaining proper insurance coverage and are required to provide proof of such
coverage prior to brokerage of a load. The WTI division accounted for $525,098
of the increase in cost of independent contractors. The average number of
owner-operators throughout the first quarter of 2003 for WTI was 179 compared
to an average of 170 during the first quarter of 2002, though, as shown above,
the actual number of owner-operators as of the last day of the quarter was down
in comparison to the same period in 2002. As an enticement for drivers to
enter into and remain in leases, the Company began decreasing monthly lease
payments on lease-purchased tractors in September of 2002. Beginning in
September, payments were reduced by $25 to $30 per month until December, at
which time, they were reduced again by another $15 to $30 per month.

Insurance and claims expense decreased $876,109 or 40.6% for the first quarter
of 2003 as compared to the first quarter of 2002. The Company was involved in
two accidents resulting in third party fatalities during the first quarter of
2002 and one

13



---



##### Table of Contents



accident during the first quarter of 2003, which accounts for the higher
expense amounts in 2002.

Depreciation expense decreased $217,895 or 7.5% to $2,694,053 in the first
quarter of 2003 from $2,911,948 in the same period last year. The decrease in
depreciation for the quarter was primarily due to a decrease in the number of
tractors in the Company fleet.

Other operating expenses increased by $227,844 for the quarter ended March 31,
2003 over the comparable period of 2002. The increase was primarily due to
payment for professional services including the consulting agreement with
Dempsey Boyd (see Note 5 Related Party Transactions in the notes to the
consolidated financial statements) and expenses of approximately $20,000
related to bad debts.

Income tax expense for the three-month period ended March 31, 2003 was $2,665
resulting in an effective tax rate of 38.9%. 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.

Liquidity and Capital Resources

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

Cash Flows from Operating
Activities

Cash flow from operations provided $2.8 million for the first quarter of 2003
and $3.8 million for the first quarter of 2002. Net income (loss) adjusted
for non-cash income and expense items provided cash of $2.5 million and $2.0
million for the first quarter of 2003 and 2002, respectively. Non-cash income
and expense items include depreciation and amortization, provisions for bad
debt losses, gains on disposals of property and equipment, income related to
owner-operator sales-type leases, and deferred income taxes. Working capital
items provided cash of $0.4 million and $1.8 million in the first quarter of
2003 and 2002, respectively. The cash flow from operations enabled the Company
to repay current maturities of debt and make capital expenditures as discussed
below.


The increase in net income (loss) adjusted for non-cash items from 2002 to 2003
of $0.5 million was due primarily to increased net income during 2003. Reduced
gains on sales of assets related to lease purchases, shown in deduction from
income of the net effect of sales-type leases, were due to the reduced number
of owner-operators in 2003. The decrease in depreciation during 2003 was due to
the decrease in the total number of tractors in the Company fleet.

The changes in working capital items provided $0.4 million in cash flows in the
first quarter of 2003 as a result of increasing trade and interline
payables by $3.5 million, since December 31,
2002, increases in accrued expenses of $0.4 million and decreases in other
assets of $0.4, which were offset by payments for income taxes of $1.6 million
during the first quarter, and an increase in accounts receivable balances of $2.4
million.

The increase in accounts receivable is attributable to improved freight
conditions during the latter part of the quarter of 2003 over the same period
of 2002, generating additional line-haul revenue and fuel surcharge increases.
Revenues for the month of March 2003 were up 31% to $11.6 million from $8.8
million for the month of December 2002, thus, resulting in a significant
increase in accounts receivable and accounts payable at March 31, 2003.
Revenues for the month of March 2003 were up 8.7% from $10.6 million for the
month of March 2002. Additionally, average revenue per mile for the first
quarter of 2003 was $1.20 compared to $1.15 per mile in the same period of
2002.

In 2002, accruals for accrued claims and other accrued liabilities increased
due to two fatal accidents involving Company drivers. Included in these
accruals are amounts estimated by management that are necessary to account for

14



---



##### Table of Contents



the Companys exposure to claims incurred in 2003 and 2002.

Cash Flows from Investing
Activities

The growth of the Companys business and maintenance of its modern fleet has
required significant investments in new tractors and trailers, which has been
financed largely through long-term debt, including dealer-financed purchases of
revenue equipment in the past two years. Historically, the Company financed its
major capital equipment purchases consisting primarily of revenue equipment
and, to a lesser extent, construction of terminals, through bank financings.
The Company invested $0.8 million and $0.9 million for revenue equipment and
other property and equipment during the first quarter of 2003 and 2002,
respectively. As the Company began financing with dealers, the proceeds from
property dispositions began decreasing as the Company began trading in more
tractors to the dealers rather than selling them for cash. Dealer financed
purchases in the first quarter of 2002 amounted to $3.6 million.


Cash Flows from Financing
Activities

During the first quarter of 2003, the Company paid $3.8 million towards the
reduction of its long-term debt. At March 31, 2003, the Company had debt
(including current maturities) of $30.3 million. Similar debt payment amounts
were made during the first quarters of 2003 and 2002. In the first quarter of
2003, new debt of approximately $0.4 million was incurred by the WTI division
to purchase revenue equipment. During the first quarter of 2002, $3.6 million
of revenue equipment was acquired by the Company through dealer financing
rather than securing additional financing through existing lenders. These
financing activities supported the Companys investing activities.


As of March 31, 2003, the Company was not in compliance with certain financial
covenant ratio requirements imposed by one of its major lenders. The Company
has received a waiver executed by this lender due to non-compliance with its
debt service coverage ratio. The Company is currently negotiating with its
lenders to adjust certain covenant requirements including its debt service
coverage ratio. There can be no assurance that the Company will be able to
comply with these covenants in the future. If the Company is unable to comply
with these covenants in the future, there can be no assurance that the
Companys lenders will provide waivers with respect to any such noncompliance.

The Company drew approximately $0.5 million, net, from its line of credit
during the first quarter of 2003. Proceeds were used primarily to reduce
accrued liabilities, including income taxes.

The Company anticipates generating sufficient cash from operations in 2003 to
cover planned capital expenditures and servicing current maturities of
long-term debt. The Company anticipates purchasing 92 new tractors and trading
or selling 82 used tractors for the remainder of 2003 at a net cost of
approximately $5.7 million. Historically, the Company has relied on cash
generated from operations to fund its working capital requirements. Over the
long term, the Company will continue to have significant capital needs that may
require it to seek additional borrowings or equity capital. The availability
of debt financing or equity capital will depend on prevailing market
conditions, the market price of its common stock, and other factors over which
the Company has no control, as well as the Companys financial condition and
results of operations.

Factors That May Affect Future Results

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

15



---



##### Table of Contents



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

Fuel Price Trend

Many of the Companys operating expenses, including fuel costs and fuel taxes,
are sensitive to the effects of inflation, which could result in higher
operating costs. Throughout the first quarter of 2003, 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 may affect operating income,
unless the Company is able to pass those increased costs to customers through
rate increases and fuel surcharges. The Company has initiated a program to
obtain rate increases and fuel surcharges from customers in order to cover
increased costs due to these increases in fuel prices, driver compensation, and
other expenses and has been successful in implementing some fuel surcharges and
certain rate increases. Competitive conditions in the transportation industry,
including lower demand for transportation services, could limit the Companys
ability to obtain rate increases or fuel surcharges in the future. As of March
31, 2003, the Company had no derivative financial instruments to reduce its
exposure to fuel price fluctuations. 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
financial condition and results of operations of the Company. Fuel prices have
fluctuated greatly, and fuel taxes have generally increased in recent years.
The tensions in the Middle East, as well as reduced fuel supplies from
Venezuela, caused an increase in oil and fuel prices during the first quarter
of 2003. 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.


Insurance

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


The Company was involved in two accidents in the first quarter and two
accidents in the third quarter of 2002 that resulted in third-party fatalities.
The Company was involved in another accident resulting in a fatality during
the first quarter of 2003. During the first quarter of 2002, the self-insured
amount for cargo loss, personal injury, and property damage, combined was
$500,000 per occurrence, which would be the amount applicable to the two
accidents during the first quarter of 2002. The self-insured amount for the
two accidents in the third quarter of 2002 and the accident in the first
quarter of 2003 was $750,000, with the Company also responsible for its shared
amount of the $2 million insurance coverage and amounts in excess of the
insured amount. Each of these accidents, taken separately, has the potential to
cause the Company to reach its total per occurrence retention amount for
insurance purposes. To date, four lawsuits have been filed against the Company
with respect to these accidents. If the Company is ultimately found to have
some liability for one or more of these accidents, the Company believes that
its operating cash flows and, if needed, additional bank financing would be
sufficient to cover any amounts payable. The terrorist attacks in the United
States on September 11, 2001, and subsequent events, have resulted in
additional increases in the Companys insurance expenses. If these expenses
continue to increase, and the Company is unable to offset the increase with
higher freight rates, the Companys operations and financial
condition could be adversely affected.

16



---



##### Table of Contents



Revenue Equipment

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


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

Business Uncertainties

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


Forward-looking Statements

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




Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company is exposed to interest rate risk due to its long-term debt, which
at March 31, 2003 bore interest at rates ranging from 1.25% to 2.50% above the
applicable banks LIBOR rate. Under the provisions of SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, the Company has
estimated the fair value of its long-term

17



---



##### Table of Contents



debt approximates its carrying value, using a discounted cash flow analysis
based on borrowing rates available to the Company. The effect of a hypothetical
one percent increase in interest rates would decrease pre-tax income by
approximately $168,000. Management believes that current working capital funds
are sufficient to offset any adverse effects caused by changes in these
interest rates.

Commodity Price Risk

The price and availability of diesel fuel are subject to fluctuations due to
changes in the level of global oil production, seasonality, weather, and other
market factors. The geopolitical situation in the Middle East caused oil
prices to rise dramatically in the first quarter of 2003. Historically, the
Company has been able to recover a majority of fuel price increases from
customers in the form of fuel surcharges. The Company cannot predict the
extent to which high fuel price levels will continue in the future or the
extent to which fuel surcharges could be collected to offset such increases.
As of March 31, 2003, the Company had no derivative financial instruments to
reduce its exposure to fuel price fluctuations. The Company will consider
possible opportunities to hedge fuel costs in the future.




Item 4. Controls and Procedures



| | (a) |  | Evaluation of Disclosure Controls and Procedures. Our Chief
Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the Exchange Act) as of a date
within ninety days prior to the filing date of this quarterly report
(the Evaluation Date)). Based on such evaluation, such officers have
concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to our Company (including our consolidated
subsidiaries) required to be included in our reports filed or submitted
under the Exchange Act.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant changes in our internal controls or in other factors that
could significantly affect such controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

18



---



##### Table of Contents






PART II. OTHER INFORMATION



















|                        |  |                                                                                                                                                                                                                                                                                           
|----------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.                 |  | Legal Proceedings                                                                                                                                                                                                                                                                         
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | Reference is made to the legal proceedings previously reported in the
Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, under the heading Item 3  Legal
Proceedings. The description of legal proceedings in the
Companys Form 10-K remains unchanged.
|                        |  |                                                                                                                                                                                                                                                                                           
|Item 2.                 |  | Changes in Securities and Use of Proceeds                                                                                                                                                                                                                                                 
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | Not applicable.                                                                                                                                                                                                                                                                           
|                        |  |                                                                                                                                                                                                                                                                                           
|Item 3.                 |  | Defaults Upon Senior Securities                                                                                                                                                                                                                                                           
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | None.                                                                                                                                                                                                                                                                                     
|                        |  |                                                                                                                                                                                                                                                                                           
|Item 4.                 |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                       
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | No matters were submitted to a vote of our security holders during the three months ended March 31, 2003.                                                                                                                                                                                 
|                        |  |                                                                                                                                                                                                                                                                                           
|Item 5.                 |  | Other Information                                                                                                                                                                                                                                                                         
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | None.                                                                                                                                                                                                                                                                                     
|                        |  |                                                                                                                                                                                                                                                                                           
|Item 6.                 |  | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                          
|                        |  |                                                                                                                                                                                                                                                                                           
|(a) Exhibits           
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | 10.1   Commercial Loan and Security Agreement dated January 16, 2003 by and between the Company and Compass Bank.                                                                                                                                                                         
|                        |  | 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
|                        |  |                                                                                                                                                                                                                                                                                           
|                        |  | On May 6, 2003, the Company furnished a copy of a press release announcing unaudited first
quarter 2003 earnings on a Form 8-K dated May 6, 2003.                                                                                                                                         

19



---



##### Table of Contents






SIGNATURES

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

|                   |  |                       |  |                                                                          
|------------------ |  | --------------------- |  | -------------------------------------------------------------------------
|                   |  |                       |  | Boyd Bros. Transportation Inc.
(Registrant)                              
|                   |  |                       |  |                                                                          
|Date: May 14, 2003 |  | /s/ Richard C. Bailey
|                   |  |                       |  |                                                                          
|                   |  |                       |  | Richard C. Bailey, Chief Financial Officer
(Principal Accounting Officer)

20



---



##### Table of Contents



CERTIFICATIONS

I, Gail B. Cooper, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of
Boyd Bros. Transportation Inc.;                                                                                                                                                                                                                                         
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
|
| | 3. |  | Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;                   
|
| | 4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:                                                                                                      



| |    |                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | Designed such disclosure controls and
procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
|
| | b. | Evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. | Presented in this quarterly report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



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



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



| |    |                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Any fraud, whether or not material, that
involves management or other employees who have a
significant role in the registrants internal controls; and



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

|                   |  |                                                                        
|------------------ |  | -----------------------------------------------------------------------
|Date: May 14, 2003 |  | /s/ Gail B. Cooper
Gail B. Cooper
President and Chief Executive Officer

21



---



##### Table of Contents



CERTIFICATIONS

I, Richard C. Bailey, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of
Boyd Bros. Transportation Inc.;                                                                                                                                                                                                                                         
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
|
| | 3. |  | Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;                   
|
| | 4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:                                                                                                      



| |    |                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | Designed such disclosure controls and
procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
|
| | b. | Evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. | Presented in this quarterly report our
conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



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



| |    |                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | All significant deficiencies in the design
or operation of internal controls which could adversely
affect the registrants ability to record, process,
summarize and report financial data and have identified for
the registrants auditors any material weaknesses in
internal controls; and
|
| | b. | Any fraud, whether or not material, that
involves management or other employees who have a
significant role in the registrants internal controls; and                                                                                                                                        



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

|                   |  |                                                                
|------------------ |  | ---------------------------------------------------------------
|Date: May 14, 2003 |  | /s/ Richard C. Bailey
Richard C. Bailey
Chief Financial Officer

22