SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-24908
TRANSPORT CORPORATION OF AMERICA, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1386925
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1715 YANKEE DOODLE ROAD
EAGAN, MINNESOTA 55121
----------------------
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (651) 686-2500
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES _X_ NO ___
As of November 9, 2001, the Company had outstanding 7,203,815 shares of
Common Stock, $.01 par value.
This Form 10-Q consists of 15 pages.
TRANSPORT CORPORATION OF AMERICA, INC.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Notes
Consolidated Balance Sheets as of
September 30, 2001 and December 31, 2000....................Page 3
Consolidated Statements of Earnings for the three
and nine months ended September 30, 2001 and 2000...........Page 4
Consolidated Statements of Cash Flows for the
nine months ended September 30, 2001 and 2000...............Page 5
Notes to Consolidated Financial Statements..................Page 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................Page 7
Item 3. Quantitative and Qualitative Disclosure about Market
Risk........................................................Page 13
PART II. OTHER INFORMATION
Item 5. Other Information ..........................................Page 13
Item 6. Exhibits and Reports on Form 8-K............................Page 13
2
ITEM 1. FINANCIAL STATEMENTS
Transport Corporation of America, Inc.
Consolidated Balance Sheets
(In thousands)
September 30, December 31,
2001 2000
------------ ------------
ASSETS (unaudited) *
Current assets:
Cash and cash equivalents $ 232 $ 234
Trade accounts receivable, net 34,126 31,279
Other receivables 548 561
Operating supplies - inventory 1,171 1,244
Deferred income tax benefit 3,168 3,087
Prepaid expenses and tires 2,527 1,974
------------ ------------
Total current assets 41,772 38,379
Property and equipment:
Land, buildings, and improvements 20,019 19,907
Revenue equipment 225,721 227,205
Other equipment 23,981 22,881
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Total property and equipment 269,721 269,993
Less accumulated depreciation (96,654) (78,947)
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Property and equipment, net 173,067 191,046
Other assets, net 26,424 27,231
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Total assets $ 241,263 $ 256,656
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 16,382 $ 18,670
Current maturities of capital lease obligations 4,170 3,964
Accounts payable 8,405 5,221
Checks issued in excess of cash balances 2,388 4,099
Due to independent contractors 2,145 2,395
Accrued expenses 13,912 12,527
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Total current liabilities 47,402 46,876
Long term debt, less current maturities 54,862 68,591
Capital lease obligations, less current maturities 24,141 27,294
Deferred income taxes 33,957 33,207
Stockholders' equity:
Common stock 72 72
Additional paid-in capital 30,205 30,094
Retained earnings 50,624 50,522
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Total stockholders' equity 80,901 80,688
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Total liabilities and stockholders' equity $ 241,263 $ 256,656
============ ============
* Based upon audited financial statements
See accompanying notes to consolidated financial statements
3
Transport Corporation of America, Inc.
Consolidated Statements of Earnings
(In thousands, except share and per share amounts)
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
----------------------------- -----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Operating revenues $ 70,333 $ 73,549 $ 205,835 $ 219,180
Operating expenses:
Salaries, wages, and benefits 21,462 20,929 61,085 62,997
Fuel, maintenance, and other expenses 10,707 10,723 30,694 31,542
Purchased transportation 21,636 22,925 66,167 69,428
Revenue equipment leases 37 42 69 211
Depreciation and amortization 7,448 7,353 22,522 21,852
Insurance, claims and damage 2,117 1,739 6,706 6,158
Taxes and licenses 1,411 1,271 3,912 3,815
Communications 703 777 2,047 2,600
Other general and administrative expenses 2,139 2,641 6,761 7,879
Loss (gain) on sale of equipment 65 66 124 (261)
------------ ------------ ------------ ------------
Total operating expenses 67,725 68,466 200,087 206,221
------------ ------------ ------------ ------------
Operating income 2,608 5,083 5,748 12,959
Interest expense 1,811 2,388 5,573 6,798
Interest income (19) (5) (26) (107)
------------ ------------ ------------ ------------
Interest expense, net 1,792 2,383 5,547 6,691
------------ ------------ ------------ ------------
Earnings before income taxes 816 2,700 201 6,268
Provision for income taxes 338 1,053 99 2,444
------------ ------------ ------------ ------------
Net earnings $ 478 $ 1,647 $ 102 $ 3,824
============ ============ ============ ============
Net earnings per share:
Basic $ 0.07 $ 0.20 $ 0.01 $ 0.46
============ ============ ============ ============
Diluted $ 0.07 $ 0.17 $ 0.01 $ 0.39
============ ============ ============ ============
Average common shares outstanding:
Basic 7,202,184 8,330,780 7,194,569 8,324,452
Diluted 7,218,022 9,881,214 7,203,809 9,777,874
See accompanying notes to consolidated financial statements
4
Transport Corporation of America, Inc.
Consolidated Statements of Cash Flows
(In thousands, except share amounts)
(Unaudited)
Nine months ended
September 30,
-----------------------------
2001 2000
------------ ------------
Operating activities:
Net earnings $ 102 $ 3,824
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization 22,522 21,852
Gain (loss) on sale of equipment 124 (261)
Deferred income taxes 669 2,999
Changes in operating assets and liabilities:
Trade receivable (2,847) (4,515)
Other receivable 13 765
Operating supplies 73 200
Prepaid expenses and tires (553) (761)
Accounts payable 3,184 (7)
Due to independent contractors (250) 544
Accrued expenses 1,385 (359)
------------ ------------
Net cash provided by operating activities 24,422 24,281
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Investing activities:
Payments for purchases of revenue equipment (6,397) (8,057)
Payments for purchases of property and other equipment (1,290) (7,073)
Increase in other assets (118) 0
Proceeds from sales of equipment 3,945 7,438
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Net cash used in investing activities (3,860) (7,692)
------------ ------------
Financing activities:
Proceeds from issuance of common stock,
and exercise of options and warrants 111 114
Proceeds from issuance of long-term debt 26,581 0
Principal payments on long-term debt (14,395) (12,145)
Proceeds from issuance of notes payable to bank 64,350 90,620
Principal payments on notes payable to bank (95,500) (99,470)
Change in net checks issued in excess of cash balances (1,711) 3,899
------------ ------------
Net cash used by financing activities (20,564) (16,982)
------------ ------------
Net decrease in cash (2) (393)
Cash and cash equivalents, beginning of period 234 745
------------ ------------
Cash and cash equivalents, end of period $ 232 $ 352
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 5,116 $ 6,466
Income taxes, net 143 471
See accompanying notes to consolidated financial statements
5
TRANSPORT CORPORATION OF AMERICA, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. Interim Consolidated Financial Statements (unaudited)
The unaudited interim consolidated financial statements
contained herein reflect all adjustments which, in the opinion of
management, are necessary to a fair statement of the interim
periods. They have been prepared in accordance with the instructions
to Form 10-Q, Article 10 of Regulation S-X and, accordingly, do not
include all the information and footnotes required by accounting
principles generally accepted in the United States of America for
complete financial statements.
These financial statements should be read in conjunction with
the financial statements and footnotes included in the Company's
most recent annual financial statements on Form 10-K for the year
ended December 31, 2000. The policies described in that report are
used in preparing quarterly reports. Certain amounts from prior
periods have been restated to conform to current presentation.
The Company's business is seasonal. Operating results for the
three and nine month periods ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the
year ending December 31, 2001.
2. Commitments
As of September 30, 2001 the Company had commitments for the
purchase of approximately $14 million of revenue equipment, with
deliveries anticipated during the remainder of 2001 and in 2002.
3. Effect of New Accounting Standard
The Company implemented SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," on January 1, 2001.
The adoption of SFAS 133 has not had any impact on the Company's
results of operations for the first nine months of 2001, or its
financial condition as of September 30, 2001.
6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended September 30, 2001 and 2000
Operating revenues were $70.3 million for the quarter ended
September 30, 2001, compared to $ 73.5 million for the same quarter
of 2000. The decline of revenues in 2001 reflects continued weak
economic conditions that have led to reduced shipments in the
Company's primary geographic operating areas and among its larger
customers in the manufacturing, automotive, industrial and retail
sectors. Reflecting shifts in customer freight mix and a higher
percentage of empty miles driven, revenues per mile, excluding fuel
surcharges, were $1.26 for the third quarter of 2001, compared to
$1.28 for the same quarter of 2000. Equipment utilization, as
measured by average revenues per tractor per week, including fuel
surcharges, was $2,781 for the third quarter of 2001, compared to
$2,838 for the same quarter of 2000. Results for 2001 reflect soft
freight demand, a higher percentage of empty miles, and lower fuel
surcharge revenues.
At September 30, 2001 and 2000, respectively, there were 1,245
and 1,263 tractors assigned to company drivers, and 714 and 746
tractors owned by independent contractors.
Salaries, wages, and benefits, as a percentage of operating
revenues was 30.5% for the third quarter of 2001, compared to 28.4%
for the same period of 2000. The higher percentage in 2001 reflects
an increase the proportion of miles driven by employee drivers, as a
percentage of all miles driven, an increase in the driver
compensation package that was placed into effect in the first
quarter of 2001, and higher medical and workers compensation claim
expenses in 2001, partially offset by a reduction in non-driver
payroll expense in 2001. Efficiency, as measured by average
annualized revenues per non-driver employee, was $574,900 for the
third quarter of 2001, compared to $559,000 for the same period of
2000. The increase reflects reductions of non-driver personnel in
2001, when compared to the same quarter of 2000.
Fuel, maintenance, and other expenses, as a percentage of
operating revenues, was 15.2 % for the third quarter of 2001,
compared to 14.6 % for the same quarter of 2000. The percentage
increase in 2001 reflects an increase in the proportion of miles
driven by employee drivers, as a percentage of all miles driven, and
higher fleet operating costs, partially offset by a decline in fuel
costs, when compared to the same quarter of 2000.
Purchased transportation, as a percentage of operating
revenues, was 30.8% for the third quarter of 2001, compared to 31.2%
for the same quarter of 2000. The percentage decrease reflects a
decline in the proportion of miles driven by independent
contractors, as a percentage of all miles driven, lower pass-through
to independent contractors of fuel surcharge revenues, partially
offset by the effects of an independent contractor rate increase
implemented in the third quarter of 2000.
7
Depreciation and amortization, as a percentage of operating
revenues, was 10.6% of operating revenues for the third quarter of
2001, compared to 10.0% for the same quarter of 2000. The percentage
increase is primarily the result of leasehold improvements and
computer software that were placed in service after the second
quarter of 2000, and the effect of lower revenues in 2001.
Insurance, claims and damage expense, as a percentage of
operating revenues, was 3.0% for the third quarter of 2001, compared
to 2.4% for the same quarter of 2000. The percentage increase
reflects higher liability insurance premium expense, higher accident
claim costs, and the effect of lower revenues in 2001.
Taxes and licenses, as a percentage of operating revenues, was
2.0% for the third quarter of 2001, compared to 1.7% for the same
quarter of 2000. The increase primarily reflects the effect of lower
revenues in the third quarter of 2001.
Communications, as a percentage of operating revenues, was
1.0% both third quarters of 2001 and 2000. The effect of favorable
rates for communications services in 2001 was offset by the effect
of lower revenues in 2001.
Other general and administrative expenses, as a percentage of
operating revenues, was 3.1% for the third quarter of 2001, compared
to 3.7% for the same quarter of 2000. The percentage decrease is
primarily a result of reduced driver training costs and expense
reduction initiatives in 2001.
Net interest expense, as a percentage of operating revenues,
was 2.5% for the third quarter 2001, compared to 3.2% for the same
quarter of 2000. The percentage decrease reflects lower average
outstanding debt and lower average interest rates in 2001, compared
to the same quarter of 2000.
Loss on the disposition of revenue equipment was $65,000 in
the third quarter of 2001, compared to a loss of $66,000 in the
third quarter of 2000.
The effective tax rate for the third quarter of 2001 was
41.4%, compared to 39.0% for the same quarter of 2000. The higher
rate in 2001 results primarily from the impact of non-deductible
items for tax purposes in relation to lower pre-tax earnings.
As a result of the items discussed above, the Company's
operating ratio (operating expenses as a percentage of operating
revenues) was 96.3% for the third quarter of 2001, compared to 93.1%
for same quarter of 2000. Net earnings for the third quarter of 2001
were $478,000, or 0.7% of operating revenues, compared to $1.6
million, or 2.2% of operating revenues, for the same quarter of
2000.
8
Nine Months Ended September 30, 2001 and 2000
Operating revenues were $205.8 million for the nine months
ended September 30, 2001, compared to $219.2 million for the same
period of 2000. The revenue decline reflects the general economic
slowdown that has persisted in 2001 and that has reduced shipping
activity among the Company's largest customers. Revenues per mile,
excluding fuel surcharges, was $1.27 in the first nine months of
2001, compared to $1.28 for the same period of 2000. Equipment
utilization, as measured by average revenue per tractor per week,
including fuel surcharges, was $2,633 during the first nine months
of 2001, compared to $2,731 for the same period of 2000. The decline
in 2001 reflects lower freight volume, a higher percentage of empty
miles driven, and a greater proportion of unseated tractors in 2001.
Salaries, wages, and benefits, as a percentage of operating
revenues, were 29.7% for the first nine months of 2001, compared to
28.7% for the same period of 2000. The percentage increase reflects
an increase in the driver compensation package that was placed into
effect in the first quarter of 2001, and higher benefits expenses in
2001, partially offset by a reduction in non-driver payroll expense
in 2001.
Fuel, maintenance, and other expenses, as a percentage of
operating revenues, was 14.9% for the first nine months of 2001,
compared to 14.4% for the same period of 2000. The percentage
increase reflects higher equipment operating costs, particularly in
the first quarter of 2001 due to adverse weather conditions,
partially offset by moderating fuel costs.
Purchased transportation, as a percentage of operating
revenues, was 32.1% for the first nine months of 2001, compared to
31.7% for the same period of 2000. The percentage increase reflects
an increased pass-through to independent contractors of fuel
surcharge revenues, and an independent contractor rate increase
implemented in the third quarter of 2000.
Depreciation and amortization, as a percentage of operating
revenues, was 10.9% for the first nine months of 2001, compared to
10.0% for the same period of 2000. The percentage increase is
primarily a result of leasehold improvements and computer software
that were placed in service after the first nine months of 2000, and
the effect of lower revenues in 2001.
Insurance, claims and damage expense, as a percentage of
operating revenues, was 3.3% for the first nine months of 2001,
compared to 2.8% for the same period of 2000. The percentage
increase is primarily a result of higher liability insurance premium
expense and higher accident and claims experience in 2001.
9
Taxes and licenses, as a percentage of operating revenues, was
1.9% for the first nine months of 2001, compared to 1.7% for the
same period of 2000. The percentage increase primarily reflects the
effect of lower revenues in 2001.
Communications, as a percentage of operating revenues, was
1.0% for the first nine months of 2001, compared to 1.2% for the
same period of 2000. The percentage decrease primarily reflects the
effect of favorable rates for communications services in 2001.
Other general and administrative expenses, as a percentage of
operating revenues, was 3.3% for the first nine months of 2000,
compared to 3.7% for the same period of 2000. The decline is
primarily a result of one-time expenses associated with a terminated
merger in early 2000, and other expense reduction initiatives
implemented in 2001.
Net interest expense, as a percentage of operating revenues,
was 2.7% of operating revenues for the first nine months of 2001,
compared to 3.0% for the same period of 2000. The decrease primarily
reflects lower average outstanding debt balances and lower interest
rates during 2001.
The effective tax rate for the first nine months of 2001 was
49.2%, compared to 39.0% for the same period of 2000. The higher
rate in 2001 results primarily from the impact of non-deductible
items for tax purposes in relation to lower pre-tax earnings.
As a result of the items discussed above, the Company's
operating ratio (operating expenses as a percentage of operating
revenues) was 97.2% for the first nine months of 2001, compared to
94.1% for the same period of 2000. Net earnings were $102,000, or
0.1% of operating revenues, for the first nine months of 2001,
compared to $3.8 million, or 1.7% of operating revenues, for the
same period of 2000.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the first nine
months of 2001 was $24.4 million, including $1.0 million provided by
the net change of operating assets and liabilities.
Investing activities in the first nine months of 2001 consumed
net cash of $3.9 million, primarily for the purchase of new revenue
equipment and other equipment, net of proceeds from the disposition
of used equipment.
10
Financing activities consumed net cash of $20.6 million in the
first nine months of 2001, including $31.2 million representing net
repayments to the Company's credit facility, $14.4 million for
repayments of long-term debt, and $26.6 million from proceeds from
the issuance of new long-term debt associated with new revenue
equipment and the refinancing of certain used revenue equipment
previously financed under the credit facility. As of September 30,
2001, the Company had outstanding commitments of approximately $14
million for the purchase of revenue equipment, which will be
partially offset by anticipated proceeds from used equipment
dispositions and trade-in amounts.
Working Capital was negative $5.6 million, compared to
negative $8.5 million at December 31, 2000. In October 2001, the
Company replaced its credit facility with a new facility that
expires in October 2004. In accordance with accounting rules, the
Company has classified the outstanding balance of its credit
facility as a long-term liability as of September 30, 2001, because
it will mature beyond twelve months of the balance sheet date. The
credit facility balance was classified as a long-term liability at
December 31, 2000, and as a short-term liability at both March 31,
2001, and June 30, 2001.
The Company has a credit agreement for a secured credit
facility with maximum combined borrowings and letters of credit of
$40 million. Amounts actually available under the credit facility
are limited by the Company's accounts receivable and unencumbered
revenue equipment. The credit facility is used to meet working
capital needs, purchase revenue equipment and other assets, and to
satisfy letter of credit requirements associated with the Company's
self-insured retention arrangements. At September 30, 2001, there
were outstanding borrowings and letters of credit of $29.0 million
and $2.0 million, respectively. The Company expects to continue to
fund its liquidity needs and anticipated capital expenditures with
cash flows from operations, the credit facility, and other borrowing
arrangements related to revenue equipment purchases.
NEW ACCOUNTING PRONOUNCEMENTS
In July of 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard (SFAS) No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." Statement 141 requires that the purchase method
of accounting be used for all business combinations initiated after
June 30, 2001, as well as all purchase method business combinations
completed after June 30, 2001. Statement 142 will require that
goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least
annually. The Company will be required to adopt Statement 142
beginning January 1, 2002. The impact of adoption of Statement 142
on the Company's financial statements has not yet been determined.
11
In July of 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets,"
which supersedes both Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," for the
disposal of a segment of a business (as previously defined in that
Opinion). Statement 144 retains the fundamental provisions in
Statement 121 for recognizing and measuring impairment losses on
long-lived assets held for use and long-lived assets to be disposed
of by sale, while also resolving significant implementation issues
associated with Statement 121. Statement 144 retains the basic
provisions of Opinion 30 on how to present discontinued operations
in the income statement but broadens that presentation to include a
component of an entity (rather than a segment of a business). The
Company will be required to adopt Statement 144 beginning January 1,
2002. The impact of adoption of Statement 144 on the Company's
financial statements has not been determined.
FORWARD-LOOKING STATEMENTS
Statements included in this Management's Discussion and
Analysis of Financial Condition and Results of Operations, in the
Company's Annual Report, elsewhere in this Report, in future filings
by the Company with the SEC, in the Company's press releases, and in
oral statements made with the approval of an authorized executive
officer which are not historical or current facts, are
forward-looking statements made pursuant to safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from historical results and those presently anticipated or
projected. The Company cautions readers not to place undue reliance
on any forward-looking statements, which speak only as of the date
made. The following important factors, among other things, in some
cases have affected and in the future could affect the Company's
actual results and could cause the Company's actual financial
performance to differ materially from that expressed in any
forward-looking statement: (1) the highly competitive conditions
that currently exist in the Company's market and the Company's
ability to compete, (2) the Company's ability to recruit, train, and
retain qualified drivers, (3) increases in fuel prices, and the
Company's ability to recover these costs from its customers, (4)
changes in governmental regulations applicable to the Company's
operations, (5) adverse weather conditions, (6) accidents, (7) the
market for used revenue equipment, and (8) downturns in general
economic conditions affecting the Company and its customers. The
foregoing list should not be construed as exhaustive and the Company
disclaims any obligation subsequently to revise or update any
previously made forward-looking statements. Unanticipated events are
likely to occur.
12
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to certain market risks with its $40
million credit agreement, of which $29 million was outstanding at
September 30, 2001. The agreement bears interest at a variable rate,
which was 7.5% at September 30, 2001. Consequently, the Company is
exposed to the risk of greater borrowing costs if interest rates
increase. Although the Company does not currently employ derivatives
or similar instruments to hedge against increases in fuel prices,
fuel surcharge provisions enable the Company to reduce the effects
of price increases.
PART II OTHER INFORMATION
Item 5. Other Information:
As indicated in the Company's press release of November 12,
2001, Michael J. Paxton became President and Chief Executive Officer
of the Company on November 12. Recently, Mr. Paxton served as
President and Chief Executive Officer of the Sunbeam Health and
Safety Company, a subsidiary of Sunbeam Corporation, and has served
on the Company's Board of Directors since 1995. Robert J. Meyers,
previously President and Chief Executive Officer of the Company,
will remain a member of the Company's Board of Directors.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
Exhibit
Number Description
------ -----------
10.1 Amended and Restated Credit Agreement dated as of October 5,
2001 among LaSalle Bank, N.A., Firstar Bank, N.A., and the
Company
11.1 Statement re: Computation of Net Earnings per Share
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 2001.
13
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.
TRANSPORT CORPORATION OF AMERICA, INC.
Date: November 13, 2001 /s/ Michael J. Paxton
-------------------- ----------------------------------------
Michael J. Paxton
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Keith R. Klein
----------------------------------------
Keith R. Klein
Chief Financial Officer
(Principal Financial Officer)
14