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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2003ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________________ to _____________________

Commission File Number
0-23948

Boyd Bros. Transportation Inc.

(Exact name of Registrant as specified in its charter)


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


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

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

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

Indicate by check mark whether the registrant is an accelerated filter (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 November 14, 2003.

Common Stock, $.001 Par Value
    
    2,711,393(Class)
    
    (Number of Shares)






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|                                                |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                                |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                                                |                                                                                               | CONSOLIDATED STATEMENTS OF EARNINGS (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                     
|                                                | Item 1. Legal Proceedings                                                                    
|                                                | Item 2. Changes in Securities and Use of Proceeds.                                           
|                                                | Item 3. Defaults Upon Senior Securities.                                                     
|                                                | Item 4. Submission of Matters to a Vote of Security Holders.                                 
|                                                | Item 5. Other Information.                                                                   
|                                                | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                     
|EX-10.1  SECURITY AGREEMENT                    
|EX-10.2  COMMERCIAL LOAN AND SECURITY AGREEMENT
|EX-10.3  PROMISSORY NOTE                       
|EX-10.4  DIRECT LOAN SECURITY AGREEMENT        
|EX-10.5  PROMISSORY NOTE                       
|EX-10.6  WAIVER AND CONSENT AGREEMENT          
|EX-31.1  SECTION 302 CEO CERTIFICATION         
|EX-31.2  SECTION 302 CFO CERTIFICATION         
|EX-32.1  SECTION 906 CEO CERTIFICATION         
|EX-32.2  SECTION 906 CFO CERTIFICATION         



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INDEX

Page NumberPart I. Financial InformationItem 1.
    
    Consolidated Financial StatementsConsolidated Balance Sheets September 30, 2003 (unaudited) and December 31, 2002
    
    
    3Consolidated Statements of Operations (unaudited) Three- and Nine-month Periods Ended September 30, 2003 and 2002
    
    
    5Consolidated Statements of Cash Flows (unaudited) Nine-month Periods Ended September 30, 2003 and 2002
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    

Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4.
    
    Disclosure Controls and Procedures
    
    
    21Part II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    22Item 2.
    
    Changes in Securities and Use of Proceeds
    
    
    22Item 3.
    
    Defaults Upon Senior Securities
    
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22Item 5.
    
    Other Information
    
    
    22Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    22Signatures
    
    
    
    
    
    
    24


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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

September
30,
    
    December 31,2003
    
    2002(UNAUDITED)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    717,254
    
    
    $
    292,514Short-term investments
    
    
    
    
    
    
    288,000Accounts receivable:Trade and interline
    
    
    11,424,402
    
    
    
    9,083,921Other
    
    
    751,127
    
    
    
    542,963Current portion of net investment in sales-type leases
    
    
    1,600,880
    
    
    
    1,427,617Parts and supplies inventory
    
    
    608,931
    
    
    
    521,201Prepaid licenses and permits
    
    
    671,647
    
    
    
    547,460Other prepaid expenses
    
    
    994,040
    
    
    
    965,995Deferred income taxes
    
    
    2,146,304
    
    
    
    2,378,688Total current assets
    
    
    18,914,585
    
    
    
    16,048,359PROPERTY AND EQUIPMENT:Land and land improvements
    
    
    2,952,576
    
    
    
    2,948,297Buildings
    
    
    7,971,383
    
    
    
    7,804,015Revenue equipment
    
    
    61,479,905
    
    
    
    64,644,891Other equipment
    
    
    12,928,041
    
    
    
    12,466,476Leasehold improvements
    
    
    386,384
    
    
    
    386,384Total
    
    
    85,718,289
    
    
    
    88,250,063Less accumulated depreciation and
amortization
    
    
    33,665,323
    
    
    
    33,525,571Property and equipment, net
    
    
    52,052,966
    
    
    
    54,724,492OTHER ASSETS:Net investment in sales-type leases
    
    
    8,058,560
    
    
    
    6,706,848Goodwill
    
    
    3,452,446
    
    
    
    3,452,446Revenue equipment held for lease
    
    
    919,398
    
    
    
    310,405Deposits and other assets
    
    
    873,251
    
    
    
    339,531Total other assets
    
    
    13,303,655
    
    
    
    10,809,230TOTAL
    
    $
    84,271,206
    
    
    $
    81,582,081


See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

September
30,
    
    December 31,2003
    
    2002(UNAUDITED)LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable  trade and interline
    
    $
    4,226,491
    
    
    $
    2,375,475Line of credit
    
    
    1,912,915
    
    
    
    Income taxes payable
    
    
    193,815
    
    
    
    1,424,791Accrued liabilities:Self-insurance claims
    
    
    6,162,294
    
    
    
    4,537,857Salaries and wages
    
    
    873,561
    
    
    
    447,911Other
    
    
    1,731,377
    
    
    
    1,324,364Current maturities of long-term debt
    
    
    11,050,283
    
    
    
    14,488,695Total current liabilities
    
    
    26,150,736
    
    
    
    24,599,093LONG-TERM DEBT
    
    
    20,739,175
    
    
    
    19,135,870DEFERRED INCOME TAXES
    
    
    11,423,915
    
    
    
    12,122,259Total liabilities
    
    
    58,313,826
    
    
    
    55,857,222COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS 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
    
    
    4,070
    
    
    
    4,070Treasury stock at cost; 1,358,247 and 1,359,684 shares
shares at September 30, 2003 and December 31, 2002, respectively
    
    
    (9,628,087
    )
    
    
    (9,638,274
    )Additional paid-in capital
    
    
    16,884,622
    
    
    
    16,884,622Retained earnings
    
    
    18,696,775
    
    
    
    18,474,441Total stockholders equity
    
    
    25,957,380
    
    
    
    25,724,859TOTAL
    
    $
    84,271,206
    
    
    $
    81,582,081


See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002OPERATING REVENUES
    
    $
    34,123,212
    
    
    $
    33,518,767
    
    
    $
    101,068,819
    
    
    $
    97,144,652OPERATING EXPENSES:Salaries, wages and
employee benefits
    
    
    9,183,554
    
    
    
    9,400,322
    
    
    
    28,250,146
    
    
    
    28,052,461Cost of independent contractors
    
    
    12,183,894
    
    
    
    10,447,009
    
    
    
    33,675,116
    
    
    
    29,526,224Operating supplies
    
    
    6,724,829
    
    
    
    6,543,153
    
    
    
    20,535,647
    
    
    
    19,007,237Operating taxes and licenses
    
    
    466,525
    
    
    
    637,648
    
    
    
    1,709,646
    
    
    
    1,984,758Insurance and claims
    
    
    3,164,622
    
    
    
    1,774,103
    
    
    
    5,661,917
    
    
    
    5,230,345Communications and utilities
    
    
    233,156
    
    
    
    297,074
    
    
    
    907,821
    
    
    
    947,294Depreciation and amortization
    
    
    2,476,037
    
    
    
    2,849,606
    
    
    
    8,018,668
    
    
    
    8,685,443Gain on disposal of
property and equipment, net
    
    
    (341,534
    )
    
    
    (160,916
    )
    
    
    (538,381
    )
    
    
    (247,312
    )Other
    
    
    460,413
    
    
    
    388,948
    
    
    
    1,524,226
    
    
    
    1,140,766Total operating expenses
    
    
    34,551,496
    
    
    
    32,176,947
    
    
    
    99,744,806
    
    
    
    94,327,216OPERATING (LOSS) INCOME
    
    
    (428,284
    )
    
    
    1,341,820
    
    
    
    1,324,013
    
    
    
    2,817,436OTHER INCOME (EXPENSES):Interest income
    
    
    246
    
    
    
    2,696
    
    
    
    5,268
    
    
    
    11,472Interest expense
    
    
    (291,125
    )
    
    
    (518,190
    )
    
    
    (883,308
    )
    
    
    (1,430,114
    )Other expenses
    
    
    (30,306
    )
    
    
    
    
    
    
    (82,890
    )
    
    
    (1,000
    )Other expenses, net
    
    
    (321,185
    )
    
    
    (515,494
    )
    
    
    (960,930
    )
    
    
    (1,419,642
    )(LOSS) INCOME BEFORE (BENEFIT OF)
PROVISION FOR INCOME TAXES
    
    
    (749,469
    )
    
    
    826,326
    
    
    
    363,083
    
    
    
    1,397,794(BENEFIT OF) PROVISION FOR INCOME TAXES
    
    
    (327,953
    )
    
    
    331,252
    
    
    
    134,842
    
    
    
    583,301NET (LOSS) INCOME
    
    $
    (421,516
    )
    
    $
    495,074
    
    
    $
    228,241
    
    
    $
    814,493BASIC EARNINGS PER SHARE
    
    $
    (0.16
    )
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.30DILUTED EARNINGS PER SHARE
    
    $
    (0.16
    )
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.29BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
    
    
    2,711,393
    
    
    
    2,706,781
    
    
    
    2,710,914
    
    
    
    2,709,122DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
    
    
    2,711,393
    
    
    
    2,825,674
    
    
    
    2,951,079
    
    
    
    2,767,228


See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months EndedSeptember 30,2003
    
    2002OPERATING ACTIVITIES:Net income
    
    $
    228,241
    
    
    $
    814,493Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    8,018,668
    
    
    
    8,685,443Provision for bad debts
    
    
    108,019
    
    
    
    Net effect of sales-type leases on cost of independent contractors
    
    
    813,967
    
    
    
    (1,147,441
    )Gain on disposal of property and equipment, net
    
    
    (538,381
    )
    
    
    (247,312
    )Provision for deferred income taxes
    
    
    (465,960
    )
    
    
    352,695Changes in assets and liabilities that provided (used) cash:Accounts receivable
    
    
    (2,656,664
    )
    
    
    (1,107,439
    )Other current assets
    
    
    48,038
    
    
    
    (29,186
    )Other assets
    
    
    (533,720
    )
    
    
    49,288Accounts payable- trade and interline
    
    
    1,851,016
    
    
    
    (1,198,330
    )Accrued liabilities and other current liabilities
    
    
    1,226,124
    
    
    
    2,668,894Net cash provided by operating activities
    
    
    8,099,348
    
    
    
    8,841,105INVESTING ACTIVITIES:Payments received on sales-type leases
    
    
    2,204,906
    
    
    
    2,056,031Capital expenditures:Revenue equipment
    
    
    (9,482,964
    )
    
    
    (4,048,047
    )Other equipment
    
    
    (762,507
    )
    
    
    (822,351
    )Proceeds from disposals of property and equipment, net of trades
    
    
    2,030,245
    
    
    
    1,060,105Net cash used in investing activities
    
    
    (6,010,320
    )
    
    
    (1,754,262
    )FINANCING ACTIVITIES:Proceeds from sales of common stock
    
    
    4,279
    
    
    
    (29,084
    )Proceeds (payments) on line of credit  net
    
    
    1,912,915
    
    
    
    (210,540
    )Proceeds from long-term debt
    
    
    12,609,552
    
    
    
    3,286,003Principal payments on long-term debt
    
    
    (16,191,034
    )
    
    
    (11,784,135
    )Net cash used in financing activities
    
    
    (1,664,288
    )
    
    
    (8,737,756
    )NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    424,740
    
    
    
    (1,650,913
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    292,514
    
    
    
    2,221,455BALANCE AT END OF PERIOD
    
    $
    717,254
    
    
    $
    570,542SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for :Income taxes, net of refunds
    
    $
    1,848,640
    
    
    $
    747,483Interest
    
    $
    883,308
    
    
    $
    1,430,114SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:Net investment in sales-type leases
    
    $
    (4,369,187
    )
    
    $
    (2,865,402
    )Dealer financed purchases of revenue equipment
    
    $
    1,746,375
    
    
    $
    5,354,235


See notes to unaudited consolidated financial statements.

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BOYD BROS. TRANSPORTATION INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

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

2. Principles of Consolidation

The consolidated financial statements include the accounts of Boyd Bros.
Transportation Inc. and its wholly owned subsidiary, WTI Transport, Inc.
(WTI). The Boyd division (Boyd) also operates a logistics division
(Logistics) that provides logistical support to the Company, and brokers
freight by identifying external shipping needs and matching available carrier
resources to those needs. Boyd, Logistics, and WTI are referred to herein
collectively as the Company. All significant 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

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

For the three months ended
    
    For the nine months endedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Numerator:Net (loss) income
    
    $
    (421,516
    )
    
    $
    495,074
    
    
    $
    228,241
    
    
    $
    814,493Denominator:Basic weighted-average shares outstanding
    
    
    2,711,393
    
    
    
    2,706,781
    
    
    
    2,710,914
    
    
    
    2,709,122Effect of dilutive stock options
    
    
    
    
    
    
    118,893
    
    
    
    240,165
    
    
    
    58,106Diluted weighted-average shares outstanding
    
    
    2,711,393
    
    
    
    2,825,674
    
    
    
    2,951,079
    
    
    
    2,767,228Basic earnings per share
    
    $
    (0.16
    )
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.30Diluted earnings per share
    
    $
    (0.16
    )
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.29


Options of 187,577 that could potentially dilute basic net income (loss) in
future periods were not included in the computation of diluted net loss per
share for the three months ended September 30, 2003, because to do so would
have been antidilutive.

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Stock Options

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

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

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

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

FOR THE QUARTERS ENDED SEPTEMBER 30,
    
    2003
    
    2002Net (loss) income, as reported
    
    $
    (421,516
    )
    
    $
    495,074Stock-based employee compensation expense determined
under fair value basis, net of tax
    
    
    (42,210
    )
    
    
    (84,548
    )Pro forma net (loss) income
    
    $
    (463,726
    )
    
    $
    410,526Earnings per share:Basic -as reported
    
    $
    (0.16
    )
    
    $
    0.18Basic -pro forma
    
    $
    (0.17
    )
    
    $
    0.15Diluted -as reported
    
    $
    (0.16
    )
    
    $
    0.18Diluted -pro forma
    
    $
    (0.17
    )
    
    $
    0.15


FOR THE NINE MONTHS ENDED SEPTEMBER 30,
    
    2003
    
    2002Net income, as reported
    
    $
    228,241
    
    
    $
    814,493Stock-based employee compensation expense determined
under fair value basis, net of tax
    
    
    (148,157
    )
    
    
    (280,340
    )Pro forma net income
    
    $
    80,084
    
    
    $
    534,153Earnings per share:Basic -as reported
    
    $
    0.08
    
    
    $
    0.30Basic -pro forma
    
    $
    0.03
    
    
    $
    0.20Diluted -as reported
    
    $
    0.08
    
    
    $
    0.29Diluted -pro forma
    
    $
    0.03
    
    
    $
    0.19


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5. Related Party Transactions

The Company entered into a consulting agreement with its Chairman Emeritus,
Dempsey Boyd, effective January 1, 2002 through December 31, 2003. Mr. Boyd is
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,
advising the Company regarding construction projects and providing the Company
with an experienced perspective on the trucking industry.

The Company had entered into an agreement with Dempsey Boyd to lease an
aircraft for Company use. The agreement expired September 1, 2003, and the
Company is currently negotiating to renew the agreement through August 2004 on
the same terms. In the interim, the Company continues to lease the aircraft on
the same terms contained in the prior agreement, paying a monthly lease amount
of $20,000 with an allowance of twenty hours of flight time per month. For any
flight hours that exceed twenty per month, the Company pays an additional
$1,000 per flight hour. The Company paid a total of $190,000 in lease payments
to Mr. Boyd during the first three quarters of 2003.

6. Goodwill

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

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

7. Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure. SFAS No. 148 amends Statement No.
123, Accounting for Stock-Based Compensation (SFAS No. 123), to provide
alternative methods for voluntary transition to SFAS No. 123s fair value
method of accounting for stock-based employee compensation (the fair value
method). SFAS No. 148 also requires disclosure of the effects of an entitys
accounting policy with respect to stock-based employee compensation on reported
net income (loss) and earnings (loss) per share in annual and interim financial
statements. The transition provisions of SFAS No. 148 are effective in fiscal
years beginning after December 15, 2002. The transition provisions of SFAS No.
148 did 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.

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

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

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

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

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

8. Segment Information

The Company has three reportable segments: the Boyd division (Boyd), the
Logistics division (Logistics), and the WTI division (WTI). Boyd is a
flatbed carrier that hauls primarily steel and building products throughout
most of the continental United States, and operated an average of 710 trucks
during the first nine months of 2003. Boyd averaged 526 company drivers and
184 owner-operators during the first nine months of 2003. Logistics brokers
freight by identifying external shipping needs and matching available external
carrier resources to those needs. This division requires minimal overhead and
capital resources and provides a service through logistically coordinating
needs for carriers to available carriers and scheduling the service to be
provided. All carriers brokered through Logistics are responsible for
maintaining proper insurance coverage and are required to provide proof of such
coverage prior to brokerage of a load. WTI is a flatbed carrier that hauls
steel and roofing products, primarily in the eastern two-thirds of the United
States, and operated an average of 219 trucks during the first nine months of
2003. WTI averaged 35 company drivers and 184 owner-operators during the first
nine months of 2003. Due to the significant growth of Logistics, and the
operating characteristics that differentiate it from the Boyd and WTI
divisions, management now views Logistics as a separate reportable segment. The
Company has formed a new subsidiary that will contain the assets and
liabilities of the Logistics operations as of September 30, 2003. Unaudited
segment reporting information for the periods ended September 30, 2003 and 2002
is as follows:

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##### Table of Contents



Results of Operations

Three Months Ended September 30, 2003

Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenues
    
    $
    25,222,940
    
    
    $
    2,253,925
    
    
    $
    6,646,347
    
    
    $
    34,123,212Operating expenses
    
    
    26,183,039
    
    
    
    2,082,305
    
    
    
    6,286,152
    
    
    
    34,551,496Operating income
    
    
    (960,099
    )
    
    
    171,620
    
    
    
    360,195
    
    
    
    (428,284
    )Operating ratio
    
    
    103.8
    %
    
    
    92.4
    %
    
    
    94.6
    %
    
    
    101.3
    %


Three Months Ended September 30, 2002

Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenues
    
    $
    26,100,563
    
    
    $
    1,966,048
    
    
    $
    5,452,156
    
    
    $
    33,518,767Operating expenses
    
    
    25,113,508
    
    
    
    1,830,320
    
    
    
    5,233,119
    
    
    
    32,176,947Operating income
    
    
    987,055
    
    
    
    135,728
    
    
    
    219,037
    
    
    
    1,341,820Operating ratio
    
    
    96.2
    %
    
    
    93.1
    %
    
    
    96.0
    %
    
    
    96.0
    %


Nine Months Ended September 30, 2003

Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenues
    
    $
    74,894,371
    
    
    $
    7,414,557
    
    
    $
    18,759,891
    
    
    $
    101,068,819Operating expenses
    
    
    74,489,837
    
    
    
    7,027,811
    
    
    
    18,227,158
    
    
    
    99,744,806Operating income
    
    
    404,534
    
    
    
    386,746
    
    
    
    532,733
    
    
    
    1,324,013Operating ratio
    
    
    99.5
    %
    
    
    94.8
    %
    
    
    97.2
    %
    
    
    98.7
    %


Nine Months Ended September 30, 2002

Boyd
    
    Logistics
    
    WTI
    
    TotalOperating revenue
    
    $
    76,013,443
    
    
    $
    5,349,467
    
    
    $
    15,781,742
    
    
    $
    97,144,652Operating expenses
    
    
    74,099,253
    
    
    
    5,009,162
    
    
    
    15,218,801
    
    
    
    94,327,216Operating income
    
    
    1,914,190
    
    
    
    340,305
    
    
    
    562,941
    
    
    
    2,817,436Operating ratio
    
    
    97.5
    %
    
    
    93.6
    %
    
    
    96.4
    %
    
    
    97.1
    %


Identifiable Assets

As of September 30, 2003

Boyd
    
    Logistics
    
    WTI
    
    TotalCash and cash equivalents
    
    $
    636,704
    
    
    $
    (279,057
    )
    
    $
    359,607
    
    
    $
    717,254Property and equipment, net
    
    
    47,189,726
    
    
    
    294,038
    
    
    
    4,569,202
    
    
    
    52,052,966Long-term debt (including current maturities)
    
    
    29,973,681
    
    
    
    
    
    
    
    1,815,777
    
    
    
    31,789,458


As of December 31, 2002

Boyd
    
    Logistics
    
    WTI
    
    TotalCash and cash equivalents
    
    $
    296,630
    
    
    $
    (199,473
    )
    
    $
    195,357
    
    
    $
    292,514Property and equipment, net
    
    
    49,926,738
    
    
    
    345,392
    
    
    
    4,452,362
    
    
    
    54,724,492Long-term debt (including current maturities)
    
    
    31,551,103
    
    
    
    
    
    
    
    2,073,462
    
    
    
    33,624,565


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

Quarterly Review:

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

Company
    
    Boyd
    
    Logistics
    
    WTIQuarter Ended September 30,2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002Operating revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expensesSalaries, wages, and employee
benefits
    
    
    26.9
    
    
    
    28.3
    
    
    
    32.4
    
    
    
    32.8
    
    
    
    8.0
    
    
    
    7.7
    
    
    
    12.6
    
    
    
    12.8Cost of independent contractors
    
    
    35.7
    
    
    
    31.5
    
    
    
    25.1
    
    
    
    20.8
    
    
    
    80.1
    
    
    
    82.0
    
    
    
    60.7
    
    
    
    62.8Fuel
    
    
    10.9
    
    
    
    10.4
    
    
    
    13.6
    
    
    
    13.6
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    4.3
    
    
    
    3.8


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##### Table of Contents



Company
    
    Boyd
    
    Logistics
    
    WTIQuarter Ended September 30,2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002Operating supplies
    
    
    8.8
    
    
    
    8.3
    
    
    
    10.5
    
    
    
    9.3
    
    
    
    2.1
    
    
    
    2.1
    
    
    
    4.8
    
    
    
    5.5Operating taxes and licenses
    
    
    1.4
    
    
    
    1.9
    
    
    
    1.8
    
    
    
    2.2
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.4
    
    
    
    1.3Insurance and claims
    
    
    9.3
    
    
    
    5.3
    
    
    
    11.4
    
    
    
    6.5
    
    
    
    0.9
    
    
    
    0.1
    
    
    
    4.0
    
    
    
    1.4Communications and utilities
    
    
    0.7
    
    
    
    1.0
    
    
    
    0.7
    
    
    
    0.9
    
    
    
    1.1
    
    
    
    0.7
    
    
    
    0.5
    
    
    
    0.8Depreciation and amortization
    
    
    7.3
    
    
    
    8.6
    
    
    
    8.8
    
    
    
    10.0
    
    
    
    0.1
    
    
    
    0.0
    
    
    
    3.8
    
    
    
    4.3Gain on disposition of property
and equipment, net
    
    
    (1.0
    )
    
    
    (0.5
    )
    
    
    (1.4
    )
    
    
    (0.6
    )
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Other
    
    
    1.3
    
    
    
    1.2
    
    
    
    0.9
    
    
    
    0.7
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    3.5
    
    
    
    3.3Total operating expenses
    
    
    101.3
    
    
    
    96.0
    
    
    
    103.8
    
    
    
    96.2
    
    
    
    92.4
    
    
    
    93.1
    
    
    
    94.6
    
    
    
    96.0Operating (loss) income
    
    
    (1.3
    )
    
    
    4.0
    
    
    
    (3.8
    )
    
    
    3.8
    
    
    
    7.6
    
    
    
    6.9
    
    
    
    5.4
    
    
    
    4.0Interest expense, net
    
    
    (0.9
    )
    
    
    (1.6
    )
    
    
    (1.4
    )
    
    
    (2.0
    )
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.3
    
    
    
    0.0(Loss) income before income taxes
    
    
    (2.2
    )
    
    
    2.4
    
    
    
    (5.2
    )
    
    
    1.8
    
    
    
    7.6
    
    
    
    6.9
    
    
    
    5.7
    
    
    
    4.0Income taxes
    
    
    (1.0
    )
    
    
    1.0
    
    
    
    (1.9
    )
    
    
    0.9
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    2.4
    
    
    
    1.8Net (loss) income
    
    
    (1.2
    )%
    
    
    1.4
    %
    
    
    (3.3
    )%
    
    
    0.9
    %
    
    
    7.6
    %
    
    
    6.9
    %
    
    
    3.3
    %
    
    
    2.2
    %


Company
    
    Boyd
    
    WTIAverage Tractor Counts For the Quarter ended September 30,2003
    
    2002
    
    2003
    
    2002
    
    2003
    
    2002Company operated tractors
    
    
    543
    
    
    
    578
    
    
    
    507
    
    
    
    545
    
    
    
    36
    
    
    
    33Owner-operated tractors
    
    
    392
    
    
    
    381
    
    
    
    205
    
    
    
    195
    
    
    
    187
    
    
    
    186Total tractors
    
    
    935
    
    
    
    959
    
    
    
    712
    
    
    
    740
    
    
    
    223
    
    
    
    219Company operated tractor %
    
    
    58
    %
    
    
    60
    %
    
    
    71
    %
    
    
    74
    %
    
    
    16
    %
    
    
    15
    %Owner-operated tractor %
    
    
    42
    %
    
    
    40
    %
    
    
    29
    %
    
    
    26
    %
    
    
    84
    %
    
    
    85
    %Total %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %


Quarterly Results of Operations

The Companys total operating revenues increased $604,445 or 1.8% to
$34,123,212 for the quarter ended September 30, 2003, compared with $33,518,767
for the same period in 2002. This change reflected a decrease of $887,623 or
3.4% in the Boyd division, an increase of $287,877 or 14.6% in the Logistics
division and an increase of $1,194,191 or 21.9% in the WTI division. These
changes are reflective of diversification outside of the steel and building
materials industries and also reflective of an increase in revenue resulting
from the growth of the Logistics division and its brokerage of freight onto
outside carriers. The significant increase in the WTI division was also a
result of an increase in the total number of loads hauled, from 8,528 for the
third quarter of 2002, to 10,295 for the third quarter of 2003, an increase of
20.7%. This increase was primarily attributable to increased utilization
within the organization. Productivity and efficiency initiatives allowed WTI
to better utilize its workforce. Included in revenues are fuel surcharges in
the amount of $797,308 and $338,079 for the quarters ended September 30, 2003
and 2002, respectively. Average revenue per total mile for the third quarter of
2003 was $1.35 while average revenue per total mile was $1.28 for the same
period in 2002. Fuel costs increased significantly during the first half of
2003 due to growing anxieties about war in Iraq, but declined somewhat during
the third quarter. The decrease in Boyd division revenues is primarily
attributable to a decrease in the total number of loads hauled from 28,859 in
the third quarter of 2002 to 27,390 in the third quarter of 2003 and a decrease
of approximately 1.5 million miles driven during the third quarter of 2003
compared to the same period of 2002.

Total operating expenses increased $2,374,549 or 7.4% to $34,551,496 for the
third quarter ended September 30, 2003, compared to $32,176,947 for the same
period last year. As a percentage of revenues, total operating expenses
increased from 96.0% in 2002 to 101.3% in 2003. Of this increase, $1,069,531
was attributable the Boyd division.

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##### Table of Contents



The Logistics division accounted for an
increase of $251,985, and the WTI division accounted for $1,053,033 of the
total increase. As discussed below, the net increase in operating expenses is
a result of increases in costs of independent contractors, insurance and claims
expense, and gains on disposals of equipment, combined with decreases in
depreciation and amortization, interest expense, and income tax expense.

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

As a percentage of revenues, salaries, wages and employee benefits decreased
2.3% during the third quarter of 2003 compared to the same period in 2002.
This decrease is attributable to a decrease of approximately 1.5 million miles
driven by Company drivers during the third quarter of 2003 compared to the
third quarter of 2002.

Included in cost of independent contractors are costs for which owner-operators
are responsible, costs incurred/earned by the Company related to the lease
purchase of tractors to owner-operators, and costs related to the Logistics
division. Cost of independent contractors for the Company increased
$1,736,885, or 16.6%, for the quarter ended September 30, 2003 compared to the
same period last year. The Boyd division accounted for an increase of
$908,569. This increase was primarily a result of an increase in the provisions
for bad debt and a decrease of interest income related to owner-operators. As
an enticement for drivers to enter into and remain in leases, the Boyd division
began decreasing monthly lease payments on new lease agreements entered into by
owner-operators beginning in September of 2002. Beginning in September,
payments were reduced by $25 to $30 per month until December, at which time
they were reduced again by another $15 to $30 per month. Additionally, during
the fourth quarter of 2002, the Boyd division increased the amount reserved for
bad debt on each lease receivable related to the lease purchase program due to
uncertainty in owner-operator retention resulting from increasing fuel prices.
Due to the reductions in payments and increases in reserves for bad debt there
was a net increase in costs associated with the lease purchase program at the
Boyd division. The Logistics division accounted for $197,625 of the total
increase in cost of independent contractors. This increase is proportional to
the increase in revenue in the Logistics division. 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 $630,691 of the increase in cost of independent contractors. As
a percentage of revenue, the net cost of independent contractors at the WTI
division increased 1.7% over last year. Thus, the increase of costs contributed
by WTI was a direct result of the WTI contribution of increased revenue of
21.9%, as discussed above.

Insurance and claims increased to 9.3% of revenues in the third quarter of
2003, compared to 5.3% of revenues during the third quarter of 2002. Company
insurance premiums increased approximately 56% over last year. The Company
renegotiates insurance rates during the third quarter of each year and rates
increased substantially due primarily to increases in the number of accidents
during the 2003 insurance year compared to the 2002 year. Also, the Company
reserved approximately $1.6 million during the third quarter of 2003 related to
three accidents involving fatalities during the quarter. During the third
quarter of 2002, the Company reserved a lesser amount related to the two
accidents involving fatalities during that quarter. See Insurance and
Liability Claims for further information regarding these accidents.

Depreciation and amortization decreased approximately 13.1% during the third
quarter of 2003 compared to the same period last year. This decrease was
primarily attributable to a decrease in the number of tractors in the Company
fleet.

Gain on disposal of property and equipment increased approximately $180,000 in
the third quarter of 2003 compared to the third quarter of 2002. This increase
was due to increased trade activity during the third quarter of 2003 over the
same period in 2002. The Company traded 41 tractors and 75 trailers during the
third quarter of 2003. During the third quarter of 2002, the Company traded 25
tractors, sold 10 tractors, and sold 1 trailer.

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Interest expense decreased $227,065, or 43.8% in the third quarter of 2003
compared to the same period in 2002. Most of the Companys revenue equipment
financing is associated with the Boyd division because of its larger
Company-owned fleet, thus most of the decline in interest expense for the first
nine months of 2003 related to the Boyd division and reflected both lower debt
levels and a lower LIBOR rate on borrowed funds.

Provisions for income tax for the three-month period ended September 30, 2003
resulted in a benefit of $327,953 and an effective tax rate of 43.8%. The
effective tax rate was higher than the U.S. federal statutory rate primarily
due to state income taxes and the non-deductibility of certain expenses for tax
purposes.

Year-to-date Review:

|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |      | 
|--------------------------------- | -------------------------------------------------- |  | ------------------------------- | ---- | ---- |  | --------- | ---- | ---- |  | ----- | ---- | ---- |  | ----- | ---- | ---- |  | ----- | ---- |  |  | ----- | ---- |  |  | ----- | ---- |  |  | ----- | ---- | 
|                                  |                                                    |  | Company                         |      | Boyd |  | Logistics |      | WTI 
|                                  |                                                    |  |                                 |      |      |  |           |      |     
|                                  |                                                    |  | Nine Months Ended September 30,
|                                  |                                                    |  |                                
|                                  |                                                    |  | 2003                            |      | 2002 |  | 2003      |      | 2002 |  | 2003  |      | 2002 |  | 2003  |      | 2002
|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |     
|Operating revenues                |                                                    |  | 100.0                           | %    |      |  | 100.0     | %    |      |  | 100.0 | %    |      |  | 100.0 | %    |      |  | 100.0 | %    |  |  | 100.0 | %    |  |  | 100.0 | %    |  |  | 100.0 | %   
|Operating expenses                |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|                                  | Salaries, wages, and employee
benefits             |  |                                 | 28.0 |      |  |           | 29.1 |      |  |       | 33.7 |      |  |       | 33.6 |      |  |       | 8.1  |  |  |       | 8.2  |  |  |       | 12.8 |  |  |       | 13.1 | 
|                                  | Cost of independent contractors                    |  |                                 | 33.3 |      |  |           | 30.6 |      |  |       | 21.5 |      |  |       | 20.3 |      |  |       | 81.5 |  |  |       | 82.1 |  |  |       | 61.5 |  |  |       | 61.9 | 
|                                  | Fuel                                               |  |                                 | 12.4 |      |  |           | 10.7 |      |  |       | 15.5 |      |  |       | 13.5 |      |  |       | 0.1  |  |  |       | 0.0  |  |  |       | 4.6  |  |  |       | 4.1  | 
|                                  | Operating supplies                                 |  |                                 | 8.0  |      |  |           | 8.3  |      |  |       | 9.4  |      |  |       | 9.4  |      |  |       | 2.3  |  |  |       | 2.3  |  |  |       | 4.5  |  |  |       | 5.0  | 
|                                  | Operating taxes and licenses                       |  |                                 | 1.7  |      |  |           | 2.1  |      |  |       | 2.0  |      |  |       | 2.3  |      |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 1.3  |  |  |       | 1.6  | 
|                                  | Insurance and claims                               |  |                                 | 5.6  |      |  |           | 5.4  |      |  |       | 6.5  |      |  |       | 6.4  |      |  |       | 0.3  |  |  |       | 0.0  |  |  |       | 4.2  |  |  |       | 2.8  | 
|                                  | Communications and utilities                       |  |                                 | 0.9  |      |  |           | 1.0  |      |  |       | 0.9  |      |  |       | 1.0  |      |  |       | 1.2  |  |  |       | 0.7  |  |  |       | 0.6  |  |  |       | 0.8  | 
|                                  | Depreciation and amortization                      |  |                                 | 7.9  |      |  |           | 9.0  |      |  |       | 9.7  |      |  |       | 10.5 |      |  |       | 0.3  |  |  |       | 0.0  |  |  |       | 3.8  |  |  |       | 4.3  | 
|                                  | Gain on disposition of property
and equipment, net |  |                                 | (0.5 | )    |  |           | (0.3 | )    |  |       | (0.7 | )    |  |       | (0.3 | )    |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 0.0  | 
|                                  | Other                                              |  |                                 | 1.4  |      |  |           | 1.2  |      |  |       | 1.0  |      |  |       | 0.8  |      |  |       | 1.0  |  |  |       | 0.3  |  |  |       | 3.9  |  |  |       | 2.8  | 
|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Total operating expenses          |                                                    |  | 98.7                            |      |      |  | 97.1      |      |      |  | 99.5  |      |      |  | 97.5  |      |      |  | 94.8  |      |  |  | 93.6  |      |  |  | 97.2  |      |  |  | 96.4  |     
|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Operating income                  |                                                    |  | 1.3                             |      |      |  | 2.9       |      |      |  | 0.5   |      |      |  | 2.5   |      |      |  | 5.2   |      |  |  | 6.4   |      |  |  | 2.8   |      |  |  | 3.6   |     
|Interest expense, net             |                                                    |  | (0.9                            | )    |      |  | (1.5      | )    |      |  | (1.4  | )    |      |  | (1.7  | )    |      |  | 0.0   |      |  |  | 0.0   |      |  |  | 0.3   |      |  |  | (0.6  | )   
|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Income (loss) before income taxes |                                                    |  | 0.4                             |      |      |  | 1.4       |      |      |  | (0.9  | )    |      |  | 0.8   |      |      |  | 5.2   |      |  |  | 6.4   |      |  |  | 3.1   |      |  |  | 3.0   |     
|                                  | Income taxes                                       |  |                                 | 0.2  |      |  |           | 0.6  |      |  |       | (0.2 | )    |  |       | 0.5  |      |  |       | 0.0  |  |  |       | 0.0  |  |  |       | 1.4  |  |  |       | 1.4  | 
|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     
|Net income (loss)                 |                                                    |  | 0.2                             | %    |      |  | 0.8       | %    |      |  | (0.7  | )%   |      |  | 0.3   | %    |      |  | 5.2   | %    |  |  | 6.4   | %    |  |  | 1.7   | %    |  |  | 1.6   | %   
|                                  |                                                    |  |                                 |      |      |  |           |      |      |  |       |      |      |  |       |      |      |  |       |      |  |  |       |      |  |  |       |      |  |  |       |     

|                           |  |                                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|-------------------------- |  | ------------------------------- | --- | ---- |  | ---- | --- | ---- |  | ---- | --- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | -
|                           |  | Company                         |     | Boyd |  | WTI 
|                           |  |                                 |     |      |  |     
|                           |  | Nine Months Ended September 30,
|                           |  |                                
|                           |  | 2003                            |     | 2002 |  | 2003 |     | 2002 |  | 2003 |     | 2002
|                           |  |                                 |     |      |  |      |     |      |  |      |     |     
|Company operated tractors  |  |                                 | 561 |      |  |      | 579 |      |  |      | 526 |      |  |  | 547 |   |  |  | 35  |   |  |  | 32  |  
|Owner-operated tractors    |  |                                 | 368 |      |  |      | 368 |      |  |      | 184 |      |  |  | 196 |   |  |  | 184 |   |  |  | 172 |  
|                           |  |                                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total tractors             |  |                                 | 929 |      |  |      | 947 |      |  |      | 710 |      |  |  | 743 |   |  |  | 219 |   |  |  | 204 |  
|                           |  |                                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Company operated tractor % |  |                                 | 60  | %    |  |      | 61  | %    |  |      | 74  | %    |  |  | 74  | % |  |  | 16  | % |  |  | 16  | %
|Owner-operated tractor %   |  |                                 | 40  | %    |  |      | 39  | %    |  |      | 26  | %    |  |  | 26  | % |  |  | 84  | % |  |  | 84  | %
|                           |  |                                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  
|Total %                    |  |                                 | 100 | %    |  |      | 100 | %    |  |      | 100 | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|                           |  |                                 |     |      |  |      |     |      |  |      |     |      |  |  |     |   |  |  |     |   |  |  |     |  

Year-to-date Results of Operations

The Companys total operating revenues increased $3,924,167 or 4.0% to
$101,068,819 for the nine months ended September 30, 2003, compared with
$97,144,652 for the same period in 2002. The change in revenue reflected a
decrease of $1,119,072 or 1.5% in the Boyd division, an increase of $2,065,090
or 38.6% in the Logistics division, and an increase of $2,978,149 or 18.9% in
the WTI division. These changes are reflective of diversification outside of
the steel and building materials industries and are reflective of an increase
in revenue resulting from the growth of the Logistics division and its
brokerage of freight onto outside carriers. The significant increase in the WTI
division

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was also a result of an increase in the total number of loads hauled from
25,999 for the first nine months of 2002, to 29,262 for the first nine months
of 2003, an increase of 12.6%. Productivity and efficiency initiatives continue
to allow WTI to better utilize its workforce. Included in revenues are fuel
surcharges in the amount of $2,812,162 and $624,066 for the nine months ending
September 30, 2003 and 2002, respectively. Average revenue per total mile for
the nine months ended September 30, 2003 was $1.33 while average revenue per
total mile was $1.25 for the same period in 2002. Fuel costs increased
significantly during the first half of 2003 due to growing anxieties about war
in the Middle East. Current fuel levels are similar to those experienced during
the same period of 2002. So, barring further volatility or price fluctuations,
the impact of high fuel costs should have less influence on earnings
comparisons going forward.

Total operating expenses increased $5,417,590 or 5.7% to $99,744,806 for the
nine months ended September 30, 2003, compared to $94,327,216 for the first
nine months of 2002. As a percentage of revenue, total operating expenses
increased from 97.1% in 2002 to 98.7% in 2003.The change in the companys
operating expenses reflected primarily lower expenses for depreciation and
amortization offset by higher costs of independent contractors, higher fuel
costs, which are included in the line item operating supplies, and higher
insurance costs.

Included in cost of independent contractors are costs for which owner-operators
are responsible, costs incurred/earned by the Company related to the purchase
of tractors to owner-operators and costs related to the Logistics division. The
cost of independent contractors for the Company increased $4,148,892, or 14.1%
for the nine months ended September 30, 2003 compared to the same period last
year. As a percentage of revenue, these costs increased 2.9% from 30.6% for the
first nine months of 2002 to 33.3% for the first nine months of 2003. The Boyd
division accounted for $685,626 of the net increase. This net increase for the
Boyd division resulted from a decrease of $787,590 in total owner-operator
payroll and a net increase of $1,473,216 in the costs associated with the lease
purchase program. Related to this increase in costs associated with the lease
purchase program, $933,498 was an increase in bad debt expense related to
owner-operator leases, gains on operator leases decreased by $430,667 and
interest income decreased by $109,051. The reduction in owner-operator payroll
was due to a decrease of approximately 1.3 million miles driven by
owner-operators during the first nine months of 2003 compared to that period of
2002. As an enticement for drivers to enter into and remain in leases, the Boyd
division began decreasing monthly lease payments on new lease agreements
entered into by owner-operators beginning in September 2002. Payments were
reduced by $25 to $30 per month until December 2002, at which time payments
were further reduced by another $15 to $30 per month. Additionally, during the
fourth quarter of 2002, the Boyd division increased the amount reserved for bad
debt on each lease receivable related to the lease purchase program due to the
uncertainty of owner-operator retention resulting from uncertainty of fuel
prices. Boyd again increased the amount reserved for owner-operator bad debt in
September 2003. The Logistics division accounted for $1,661,046 of the increase
in cost of independent contractors. The most significant costs associated with
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 37.9% increase in Logistics operating expenses for the first nine
months of 2003 is consistent with its 38.9% increase in revenues. The WTI
division accounted for $1,802,220 or of the 18.5% increase in cost of
independent contractors. The increase of costs contributed by WTI was a direct
result of WTIs increase in revenue by 18.9% as discussed above.

Fuel expense, also associated with Company drivers and included in the line
item Operating supplies in the consolidated statement of operations,
increased $1,519,941 or 13.9% from 2002. This increase was a result of the
continued tensions in the Middle East, as well as reduced fuel supplies from
Venezuela during the first half of 2003.

Fuel prices began rising in the fourth quarter of 2002 and continued to rise
during the first quarter of 2003. Average fuel prices began declining during
March of 2003. Average fuel prices for the first nine months of 2003 increased
approximately $0.20 per gallon versus 2002 prices and remained higher during
the third quarter of 2003. The significant portion of the increase, $1,345,817,
was recognized by the Boyd division because the Boyd division has a larger
percentage of Company drivers. The Company generally has been able to partially
offset significant increases in fuel costs through increased rates and through
a fuel surcharge that increases incrementally as the price of fuel increases.

For the first nine months of 2003, insurance and claims increased 8.3% from the
first nine months of 2002. As previously mentioned, the Companys insurance
policies renew July 1 of each year. Due to the number of serious

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accidents during the previous insurance year, insurance premiums increased
substantially beginning July 1, 2003. Insurance and claims expense increased
$431,572 during 2003 over the first nine months of 2002. During 2002, the
Company was involved in four accidents involving fatalities. Thus far in 2003,
the Company has been involved in five accidents involving fatalities,
increasing the amounts reserved by the Company for any potential liability.

Depreciation and amortization decreased $666,775, or 7.7%, during the first
nine months of 2003 to $8,018,668 from $8,685,443 during the same period of
2002. The decrease in depreciation and amortization was primarily due to a
decrease in the average number of tractors in the Company fleet.

Interest expense for the first nine months of 2003 decreased by $546,806, or
38.2%, to $883,308 from $1,430,114 in the first nine months of 2002. As a
percentage of operating revenues, interest expense declined to 0.9% from 1.5%.
Most of the Companys revenue equipment financing is associated with the Boyd
division because of its larger Company-owned fleet, thus most of the decline in
interest expense for the first nine months of 2003 is related to the Boyd
division and is a result of lower debt levels and lower interest rates on
borrowed funds.

Income tax expense for the nine-month period ended September 30, 2003 was
$134,842 and the effective tax rate was 37.1%. This rate is greater than the
federal statutory rate because of the effect of state taxes and the permanent
non-deductibility of certain expenses for tax purposes.

Liquidity and Capital Resources

The Companys primary cash requirements are for capital expenditures and
operating expenses, including labor costs, fuel costs and operating supplies,
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 ActivitiesCash flow from operations provided $8.1 million for the first nine months of
2003 and $8.8 million for the first nine months of 2002. Net income adjusted
for non-cash income and expense items provided cash of $8.2 million and $8.5
million for the first nine months of 2003 and 2002, respectively. Non-cash
income and expense items include depreciation and amortization, provisions for
bad debt losses, gains on disposals of property and equipment, income related
to owner-operator sales-type leases, and deferred income taxes. Working capital
items used cash of $0.7 million in the first three quarters of 2003 and
provided $0.4 million in the first three quarters of 2002. The cash flow from
operations enabled the Company to repay current maturities of debt and make
capital expenditures as discussed below.

The decrease in net income adjusted for non-cash items from 2002 to 2003 of
$0.3 million was due primarily to decreased net income during 2003 and reduced
gains on sales of assets related to lease purchases, shown as a deduction from
income in the net effect of sales-type leases. Reduced gains were due to the
reduced number of owner-operators in 2003 and the Companys reduction of sales
prices of lease purchased vehicles to owner-operators as an incentive to
attract and retain drivers. These increases were offset by increased gains on
disposal of equipment traded during 2003.

The decrease in working capital items used in cash flows of $1.1 million in the
first nine months of 2003 was a result of increases in other assets, mainly
insurance deposits of $0.6, decreases in income tax payable of $1.4 million,
and increases of self-insurance claims of $1.6 million due to increased
insurance premiums and accident reserves discussed in Insurance and
Liabilities Claims below. The Company lengthened its payment cycle for
accounts payable, which increased trade and interline payables in the amount of
$1.9 million since December 31, 2002. Additionally, accounts receivable
increased $2.7 million during the same time frame due primarily to increased
revenues during September 2003 compared to the same period in 2002.

Cash Flows from Investing ActivitiesThe growth of the Companys business and maintenance of its modern fleet has
required significant investments in new tractors and trailers, which has been
financed largely through long-term debt. Historically, the Company financed its
major capital equipment purchases consisting primarily of revenue equipment
and, to a lesser extent, construction of terminals,

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through bank financings. Dealer financed purchases in the first nine months of
2002 amounted to $5.4 million, while dealer-financed purchases were $1.7
million during the first nine months of 2003.

The Company invested $10.2 million and $4.9 million for revenue equipment and
other property and equipment during the first nine months of 2003 and 2002,
respectively. The proceeds from property dispositions exclude revenue equipment
traded on new equipment.

Cash Flows from Financing ActivitiesDuring the first nine months of 2003, the Company paid $16.2 million towards
the reduction of its long-term debt. At September 30, 2003, the Company had
debt (including current maturities) of $31.8 million. In the first nine months
of 2003 and 2002, new debt of approximately $12.6 and $3.3 million,
respectively, was incurred to purchase revenue equipment. During the first nine
months of 2002, $5.4 million of revenue equipment was acquired by the Company
through dealer financing while $1.7 million of dealer-financed purchases were
made during the first nine months of 2003. These financing activities supported
the Companys investing activities, primarily, the purchase of revenue
equipment.

As of September 30, 2003, the Company was out of compliance with one financial
covenant ratio requirement imposed by one of its major lenders. The Company has
obtained a waiver for compliance with this covenant, and the Company believes
it will be in compliance with the covenant in future periods.

The Company drew approximately $1.9 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. As of September 30, 2003, the Company had purchased 92 new
tractors, trading 50, and selling 17. Additionally, the Company had purchased
150 new trailers, trading 150 trailers in on the purchases. Historically, the
Company has relied on cash generated from operations to fund its working
capital requirements. Over the long term, the Company will continue to have
significant capital needs that may require it to seek additional borrowings or
equity capital. The availability of debt financing or equity capital will
depend on prevailing market conditions, the market price of its common stock,
and other factors over which the Company has no control, as well as the
Companys financial condition and results of operations.

Factors That May Affect Future Results

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

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

Fuel Price TrendMany 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 three quarters 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

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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 September 30, 2003, the
Company had no derivative financial instruments to reduce its exposure to fuel
price fluctuations.

Fuel shortages or increases in fuel taxes or fuel costs have adversely
affected, and may in the future adversely affect, the financial condition and
results of operations of the Company. Fuel prices have fluctuated greatly, and
fuel taxes have generally increased in recent years. The Company has not
experienced difficulty in maintaining necessary fuel supplies and, in the past,
the Company generally has been able to partially offset significant increases
in fuel costs and fuel taxes through increased freight rates and through a fuel
surcharge which increases incrementally as the price of fuel increases.
However, there can be no assurance that the Company will be able to recover any
future increases in fuel costs and fuel taxes through increased rates. If fuel
prices continue to increase or are sustained at these higher levels for 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 and Liability ClaimsThe Companys future insurance and claims expenses could exceed historical
levels, which could have a material adverse effect on the financial condition
of the Company. The Company currently self-insures for a portion of the claims
exposure resulting from cargo loss, personal injury, and property damage,
combined up to $750,000 per occurrence, effective July 1, 2002. In addition,
the Company will share costs above the $750,000 self-insured amount at a rate
of thirty three percent, up to the Companys coverage amount of two million
dollars. 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, the financial condition of the Company could be
adversely affected.

The Company was involved in two accidents in the first quarter and two
accidents in the third quarter of 2002 that resulted in third-party fatalities.
The Company has also been involved in five accidents resulting in fatalities
during 2003, one of which involved personal injury to three individuals. 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 two accidents in the first half of 2003 was $750,000, with the Company also
responsible for its shared amount of 50% of any amounts between $750,000 and
the $2 million insurance coverage and all amounts in excess of the insured
amount. The Company was involved in three accidents involving fatalities
during the third quarter of 2003. The self-insured amount relating to these
accidents is $750,000, with the Company also responsible for its shared amount
of 33% of any amounts in excess of $750,000 up to the $2 million insurance
coverage and all amounts in excess of the insured amount. Each of these
accidents, taken separately, has the potential to cause the Company to reach
its total per occurrence retention amount for insurance purposes. To date, six
lawsuits have been filed against the Company with respect to the fatalities
arising from these accidents. If the Company is ultimately found to have some
liability for one or more of these accidents, the Company would seek to pay or
structure payments of the amount due from its operating cash flows and, if
needed, additional bank financing. Although the Company does not expect this
to occur, it is possible that liability resulting from these accidents could
exceed the Companys operating cash flows and available financing. Therefore,
there can be no assurance that the Companys operations and financial condition
would not be materially affected if the Company were found to have liability
for one or more of these accidents. If insurance expenses continue to
increase, and the Company is unable to offset the increase with higher freight
rates, the Companys operations and financial condition could be adversely
affected.

Revenue EquipmentThe 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.

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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.

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 three quarters 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 effect 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 September 30, 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 that the fair value of its long-term debt approximates its carrying
value, using a discounted cash flow analysis based on borrowing rates available
to the Company. The effect of a hypothetical one percent increase in interest
rates would decrease pre-tax income by approximately $318,000. 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

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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 September 30, 2003, the Company had no derivative
financial instruments to reduce its exposure to fuel price fluctuations. The
Company will consider possible opportunities to hedge fuel costs in the future.




Item 4. Controls and Procedures



| | (a) |  | Evaluation of Disclosure Controls and Procedures. Our Chief
Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the Exchange Act) as of the end of
the period covered by this quarterly report. Based on such evaluation,
such officers have concluded that, as of September 30, 2003, 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. During the period covered by this
quarterly report, there have not been any significant changes in our
internal controls that have materially affected or are reasonably
likely to materially affect, our internal controls over financial
reporting. The Company discovered a fraudulent activity during the
period covered by this quarterly report which, while it did not
materially affect the Companys internal control over financial
reporting or the Companys financial statements, resulted in changes to
the Companys internal control. An employee
with access to certain driver payroll transactions processed
unauthorized transactions. Discovery of these transactions arose
through routine internal audit procedures over driver payroll
accounting. Management investigated the extent of the fraud and
concluded that the impact was not material to the Company.
Companys management believes that the internal controls over
financial reporting have been enhanced in a manner that will prevent
similar occurrences in the future by strengthening authorization
controls and review controls in this area.

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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 Company
will participate in a mediation set for November 2003 with respect to one
of the accidents involving a fatality which occurred during the third
quarter of 2002. Company drivers were involved in five accidents
involving fatalities that occurred during 2003, three of which occurred
during the third quarter. To date, six lawsuits have been filed against
the Company with respect to accidents involving fatalities which occurred
during 2002 and 2003. While the Company has previously stated that it
would seek to pay or structure payments of the amount due from its
operating cash flows and, if needed, additional bank financing, the sheer
number of claims filed, coupled with the filing of many of the claims in
Alabama and Mississippi  states where unpredictable juries have often
led to incredible verdicts for plaintiffs  mean that the Company cannot
give any assurance that the Companys operations and financial condition
would not be materially affected if the Company were found to have
liability for one or more of these accidents.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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.



| |  |  | None
| |  |  | ----




Item 5. Other Information.



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




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|     |  |                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Security Agreement dated July 10, 2003 by and between the
Company and PACCAR Financial.                                   
|10.2 |  | Security Agreement dated July 11, 2003 by and between the
Company and Navistar Financial Corp.                            
|10.3 |  | Promissory Note and Security Agreement dated July 29, 2003 by
and between the Company and GE Capital.                     
|10.4 |  | Security Agreement dated August 11, 2003 by and between the
Company and PACCAR Financial.                                 
|10.5 |  | Security Agreement dated August 26, 2003 by and between the
Company and PACCAR Financial.                                 
|10.6 |  | Waiver and Consent Agreement by and between Boyd Brothers
Transportation, Inc. and Compass Bank, dated November 12 , 2003.
|31.1 |  | Certification of principal executive officer pursuant to
Exchange Act Rule 13a-14(a) or 15d-14(a).                        
|31.2 |  | Certification of principal financial officer pursuant to Exchange
Act Rule 13a-14(a) or 15d-14(a).                        
|32.1 |  | Chief Executive Officer Certification pursuant to Exchange
Act Rule 13a-14(b) or 15(d)-14(b) and 18 USC 1350.             
|32.2 |  | Chief Financial Officer Certification pursuant to Exchange
Act Rule 13a-14(b) or 15(d)-14(b) and 18 USC 1350.             

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(b) Reports on Form 8-K



| |  |  | On August 4, 2003, the Company furnished on Form 8-K a copy of a press
release announcing unaudited second quarter 2003 earnings.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

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

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

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