TRANSFINANCIAL HOLDINGS, INC. THIRD QUARTER 1997 REPORT TO SHAREHOLDERS Our third quarter highlights included continued improvement in profitability compared to 1996 by Crouse Cartage Company ("Crouse"), TransFinancial's general commodities motor carrier, and Universal Premium Acceptance Corporation ("UPAC"), TransFinancial's insurance premium finance operation. For the third quarter of 1997, TransFinancial increased net income to $569,000, or $0.09 per share, on operating revenues of $35.2 million, compared to net income of $505,000, or $0.08 per share on operating revenues of $30.0 million for the third quarter of 1996. Crouse earned operating income of $989,000 on revenues of $33.3 million in third quarter 1997, compared to operating income of $981,000 on revenues of $27.9 million for third quarter 1996. This improvement was principally the result of a 15% increase in less-than-truckload ("LTL") tons handled. In addition, Crouse achieved a 7.0% increase in revenue yield on LTL freight through the combination of a reduction in average shipment size due to the Teamster strike against UPS, a general rate increase, negotiated increases in contracted rates and the implementation of fuel surcharges. These improvements in revenues were offset in part by increased insurance and claims costs due to accidents and cargo damage during the quarter, increased overtime pay incurred in connection with the transition to a new computer system and increased variable costs required to handle the volume of small parcel shipments moved for customers during the recent strike against UPS. UPAC reported operating income of $208,000 on net finance charges, fees and other income earned of $1.9 million, compared to an operating loss of $14,000 on net finance charges, fees and other income earned of $2.1 for the third quarter of 1996. The primary factors contributing to the improved profitability were increased gain recognized on the sale of receivables through the new securitization agreement and the integrated administrative operations. We believe each of our operating segments made important progress toward its strategic goals during the third quarter. Crouse continued to develop and increase its operations in its expansion markets while meeting the challenge of handling a substantial increase in small parcel shipments from existing customers during the recent Teamster strike against UPS. UPAC maintained its focus on providing superior customer service and increasing the productivity and efficiency of its operations. Effective July 31, 1997, we acquired the exclusive lease and/or sale rights to equipment produced by, and a controlling interest in, a start-up venture in exchange for a $2.9 million capital contribution over two years. The venture owns rights to a proprietary, new technology for particle reduction. The venture intends to market equipment utilizing this technology to companies which would benefit from the use of sub-micron materials in their manufacturing processes. Capital contributions through September 30, 1997 total approximately $500,000. The initial phase of this venture will focus on continued research , product development, establishing sources of supply, recruiting and training personnel, developing markets and contracting for production. We expect this operation to incur initial operating losses during the remainder of 1997, and in 1998, which may be significant in relation to consolidated results of operations. TransFinancial continues to maintain a strong balance sheet with cash and investments of $8.5 million, excluding an additional $6.7 million included in net assets of discontinued operations, and book value of $12.14 per share at September 30, 1997. TransFinancial acquired 224,000 shares in the first nine months of 1997 under its stock repurchase program. Timothy P. O'Neil William D. Cox President Chairman November 12, 1997 "Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995 The Company's 1997 outlook and all other statements in this report other than historical facts are forward-looking statements that involve risks and uncertainties and are subject to change at any time. The Company derives its forward-looking statements from forecasts which are based upon assumptions about many important factors such as the relationship of demand and capacity in the freight market, the performance of finance and insurance markets, prevailing short-term interest rates, the risks and uncertainties inherent in a start-up venture, general market conditions and competitive activities. While the Company believes that its assumptions are reasonable, it cautions that there are inherent difficulties in predicting the impact of certain factors, which could cause actual results to differ materially from anticipated results. These factors, as and when applicable, are discussed in the Company's filings with the Securities and Exchange Commission, in particular its most recent Form 10-Q. TRANSFINANCIAL HOLDINGS, INC. UNAUDITED SUMMARY FINANCIAL STATEMENTS (in thousands, except per share data) CONSOLIDATED STATEMENTS OF INCOME Third Quarter and Nine Months Ended September 30, 1997 and 1996 Third Quarter Nine Months 1997 1996 1997 1996 Operating Revenues.............. $35,208 $30,041 $99,372 $ 83,604 Operating Expenses.............. 34,342 29,332 96,507 82,275 Operating Income................ 866 709 2,865 1,329 Nonoperating Income............. 181 297 611 931 Income Before Income Taxes...... 1,047 1,006 3,476 2,260 Income Tax Provision............ 478 501 1,571 1,040 Net Income...................... $ 569 $ 505 $ 1,905 $ 1,220 Net Income Per Share............ $ 0.09 $ 0.08 $ 0.30 $ 0.18 Average Common Shares Outstanding 6,111 6,609 6,268 6,878 CONSOLIDATED BALANCE SHEETS 09/30/97 12/31/96 ASSETS Cash and Short-Term Investments. $ 8,535 $18,978 Finance Accounts Receivable, net 16,157 14,554 Freight Accounts Receivable, net 12,540 9,233 Other Current Assets............ 10,781 10,153 Total Current Assets.......... 48,013 52,918 Operating Property, net......... 30,634 23,390 Intangible and Other Assets..... 9,847 10,504 $88,494 $86,812 LIABILITIES AND SHAREHOLDERS' EQUITY Total Current Liabilities....... $12,260 $11,048 Deferred Income Taxes and Other Liabilities............. 2,468 1,203 Shareholders' Equity............ 73,586 74,561 $88,494 $86,812 TransFinancial Holdings, Inc., 8245 Nieman Road, Suite 100, Lenexa, Kansas 66214 (913) 859-0055