TRANSPORT AMERICA 2003 Q2 Conference Call Transcript

                                TRANSPORT AMERICA
                        2ND QUARTER 2003 CONFERENCE CALL
                                  JULY 17, 2003
                                   10:00 AM CT


Operator:                  Good morning.  My name is Shayla and I will be your
                           conference facilitator today.

                           At this time I would like to welcome everyone to the
                           Transport America Second Quarter 2003 Earnings
                           conference call.

                           All lines have been placed on mute to prevent any
                           background noise. After the speaker remarks, there
                           will be a question and answer period. If you would
                           like to ask a question during this time, simply press
                           star then your number 1 on your telephone keypad. If
                           you'd like to withdraw your question press the pound
                           key.

                           With us today we have Michael Paxton, Chairman,
                           President and Chief Executive Officer as well as
                           Keith Klein, Chief Financial Officer and Chief
                           Information Officer.

                           Mr. Klein, you may begin your conference.

Keith Klein:               Thank you, Shayla.

                           Good morning and thank you for joining us for today's
call.

                           Before we get started, I would like to remind
                           everyone that today's conference call includes
                           forward looking statements that are covered under the
                           safe harbor provisions of the Private Securities
                           Litigation Reform Act of 1995. Actual results may
                           differ from those expressed. Factors that may cause
                           results to differ are covered in the company's Form
                           10-K for the year under December 31, 2002 as filed
                           with the Securities and Exchange Commission.

                           I would now like to provide some brief comments on
                           the second quarter financial results and then turn
                           the conference call over to Mike Paxton, Chairman,
                           President and Chief Executive Officer for his
                           comments on the business and plans as we move
                           forward. After Mike's comments, we will be glad to
                           open the conference call up for any questions that
                           you may have.

                           For the second quarter 2003, revenues decreased by
                           $3.4 million to $65.6 million compared with the prior
                           year. Second quarter's revenues include $2.7 million
                           in fuel surcharge recovery, compared to $1.1 million
                           in the second quarter of last year, because of higher
                           fuel cost year over year.

                           Our customer paid miles in second quarter were down
                           about 5.2% compared to last year's level. The
                           decrease in miles was due to



                                                                               1


                           significantly weaker freight volumes in a number of
                           key markets, seasonality in our customer's business
                           cycles and slower than expected ramp up in new
                           business. Mike will address these items in more
                           detail later.

                           Our average revenue per total mile in the second
                           quarter, excluding fuel surcharge, increased by 6/10
                           of 1 cent over the previous year, while our revenue
                           per customer paid mile is down from prior year
                           levels. This decrease was more than offset by a
                           significant decline in our empty miles percentage. In
                           the second quarter we averaged 10.6% deadhead miles
                           compared with 11.8% in the second quarter of 2002.

                           Our rate per customer paid mile improved in the
                           second quarter on a sequential basis for the second
                           quarter in a row, rising to $1.399 per mile compared
                           to $1.388 in the first quarter of this year. This was
                           due both to improved customer mix and rate
                           adjustments as we continue to manage our freight
                           network, lane balance and customer profitability.

                           Revenue per tractor per week, excluding fuel
                           surcharge, decreased slightly to $2,652 for the
                           second quarter from $2,689 in the second quarter of
                           2002 due to a softer freight environment.

                           We continue to take steps to reduce cost in the
                           business.

                           During the first quarter of this year we completed
                           the restructuring of our service center network. We
                           closed both our Clarksville, Indiana and Garland,
                           Texas facilities and restructured the staffing of our
                           other facilities. Our non-driver headcount is down 9%
                           from the fourth quarter 2002 level. Our revenue per
                           non-driver employee reached record levels for
                           Transport America in the second quarter rising to
                           $641,000 compared to $597,000 in the previous year --
                           an improvement of 7.4%.

                           We have also initiated a broader cost reduction
                           effort across the organization. We have challenged
                           the organization to identify and implement changes
                           that will reduce our overall costs by 5 cents per
                           mile. Mike will provide more details on this program
                           and our progress to-date during his prepared remarks.

                           Accident, insurance, and cargo costs increased by
                           approximately $700,000 during the second quarter when
                           compared to the previous year - our accident
                           frequency remains at record low levels. We did renew
                           our insurance contracts at the beginning of the year
                           and experienced a significant increase in the
                           insurance costs, consistent with the overall
                           insurance market and these cost increases are
                           reflected in second quarter numbers. In addition
                           we've experienced continued claims growth and
                           settlement costs. During the second quarter, we
                           significantly broadened the experience of our claims
                           management area by bringing in new leadership to that
                           group.

                                                                               2


                           Interest costs decreased this quarter by 27% to $1
                           million compared to $1.4 million in the previous
                           year. This decrease was primarily the result of our
                           continued reduction of debt.

                           Our net loss in the second quarter was $837,000 or 12
                           cents per share compared to a net profit of $208,000
                           or 3 cents per share in the second quarter of last
                           year.

                           Focusing now on the balance sheet, we continued our
                           debt reduction trend of the past three years. We were
                           able to reduce debt during the quarter by an
                           additional $6.7 million, which brings our total
                           outstanding debt to below $60.0 million at the end of
                           the second quarter.

                           Looking at the 2003 capital spending, we did not take
                           delivery of any new tractors in the second quarter.
                           We plan to replace 250 tractors this year with
                           deliveries beginning this month. We expect gross
                           capital spending for the full year to be
                           approximately $20 to $25 million in total. Net of
                           proceeds on trade-ins and disposals, we expect net
                           cap-ex to be in the $12 to $16 million range prior to
                           the sale of both service center facilities.

                           We expect to close on the sale of one of our closed
                           service center facilities in the very near future
                           with net proceeds expected to be in the $2 million
                           range. We will announce this transaction once it has
                           been completed. We are currently marketing the other
                           closed facility but have not yet identified a buyer.

                           During the second quarter, we continue to execute on
                           our already approved stock repurchase plan. During
                           the quarter, we repurchased 64,100 shares of stock at
                           an average cost of $5.65 per share, totaling
                           approximately $362,000. That brings our total share
                           repurchases to 122,700 shares since October of 2002.
                           Under the current authorization we have remaining
                           authority to purchase up to an additional 120,600
                           shares of stock. We plan to move cautiously on the
                           stock repurchase front and will do so if it makes
                           sense for us to continue to repurchase stock.

                           Looking ahead at the third quarter, we will implement
                           the requirements of the Financial Accounting
                           Standards Board's Financial Interpretation Number 46
                           dealing with leases financed by special purpose
                           entities as discussed in our 2002 10-K filing and our
                           first quarter 10-Q filing. The effect of this
                           pronouncement will require the company to report both
                           the assets and related liability relating to its
                           corporate office facility. This facility had
                           historically been reflected as an operating lease in
                           accordance with generally accepted accounting
                           principals. At June 30, 2003, the amount of the
                           carrying value of this asset is approximately $11.2
                           million and the related debt is $13.0 million. The
                           difference between these two numbers is expected to
                           be reflected as a cumulative effect adjustment in
                           third quarter financial results. We continue to
                           explore opportunities to sell or restructure this
                           facility and the related liability. However at this
                           point, all viable alternatives reviewed

                                                                               3


                           significantly detract from shareholder value;
                           accordingly, we have not completed any of those but
                           we continue to analyze the opportunities as we go
                           forward.

                           That concludes the financial review. I would now like
                           to turn things over to Mike for his comments - Mike.

Michael Paxton:            Thanks, Keith. Good morning, everyone.

                           We were clearly disappointed in our second quarter
                           results. The freight market was softer than expected,
                           particularly in some of our key geographic centers
                           resulting in reduced available miles.

                           For the first six months, our loaded miles were down
                           2.7% relative to year ago. Total available miles were
                           down 4.9% for the same period. Our trucking revenues
                           on a year-to-date basis are off 4.4% from last year.

                           Nonetheless we have remained focused on our
                           productivity efforts. For the first half of the year,
                           our revenue per tractor per week remains above one
                           year ago by 1.1%. Our average rate per loaded mile
                           for the first six months of $1.39 is below a year ago
                           but reflects two consecutive quarters of increased
                           revenue per mile. Our average deadhead for the first
                           half of the year was 10.3% and despite an up-tick in
                           the second quarter was nearly 200 basis points below
                           the same period a year ago. Our back office
                           productivity continued to improve to $636,000 for
                           non-driver employee, nearly 10% over the first six
                           months in 2002.

                           During the second quarter, we undertook a significant
                           maintenance campaign to repair a closed wheel-end
                           system on nearly 3,600 of our trailers. Since there
                           was a potential safety issue involved, we notified
                           the National Highway Transportation Safety
                           Administration, better known as NHTSA, and the
                           vendor, Strick Corporation, of the situation. At the
                           present time, NHTSA is comfortable with our repair
                           program. We are in discussions with Strick regarding
                           their liability on this issue. It is difficult to
                           estimate the cost of this campaign at the present
                           time.

                           As we look to the remainder of 2003, we are
                           cautiously optimistic that freight demand will
                           improve. Our focus will continue to be on profitable
                           revenue growth and productivity improvements.

                           We just announced this week the appointment of Craig
                           Coyan as our new Vice President of Sales and
                           Marketing to replace Rick Lane, who has left the
                           organization. Craig has spent most of his 25-year
                           career with M.S. Carriers. He is a highly motivated
                           sales executive with excellent customer relation's
                           skills. Craig and his sales team will be focused on
                           filling the hopper with new business opportunities
                           and continuing to improve our rate structure.

                                                                               4


                           The other piece of good news on the sales front is
                           the addition of over $8 million in new business from
                           one of our key growth customers. This business is
                           beginning to ramp up as we speak.

                           From a productivity standpoint, we have initiated a
                           major corporate program called the "Nickel
                           Challenge". Our goal is to reduce our overall cost in
                           the organization by 5 cents per mile or $10 million
                           on an annualized basis. Our steering committee, which
                           I chair, meets every other week. Each department has
                           already identified the cost opportunities that are
                           expected to achieve or exceed our goal.

                           In closing, I want to say that our organization has
                           been working diligently to move the business forward.
                           We have an excellent portfolio of customers and we
                           believe the fundamentals are coming together. We
                           continue to be enthusiastic about our prospects.

                           Thanks for your attention. Keith and I will now
                           entertain any questions that you might have.

                           Shayla, we will turn it over to you to coordinate the
                           questions, please.

Operator:                  At this time, I would like to remind everyone in
                           order to ask a question, please press star and then
                           the number 1 on your telephone keypad.

                           We'll pause for just a moment to compile the Q&A
                           roster.

                           Your first question comes from Carter Newbold of
                           Rutabaga Capital Management.

Carter Newbold:            Morning guys.

Michael Paxton:            Morning.

Keith Klein:               Morning, Carter.

Carter Newbold:            I can't say that I've pored over the reports of all
                           your competitors in great detail, but you seem to be
                           a sort of an outlier in the wrong direction in terms
                           of rate and utilization. You've referenced your sales
                           process not ramping as quickly and some geographic
                           issues but, I guess, could you delve a little more
                           deeply into - I mean, it would appear - versus your
                           public peers that you're losing share and which I'm
                           sure is not your goal but could you talk further
                           about why you think that's happening?

Michael Paxton:            I think first on the rate side, we got out of the box
                           late in the fourth quarter last year as you
                           mentioned. So some of what's happening is the carry
                           over from the fourth quarter. We've been aggressively
                           pursuing rate increases through the first six months.
                           We did bring some of that rate increase home, as
                           noted by the small but sequential increases in the
                           first two quarters.

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                           Quite frankly we have run into some push back with
                           some of our customers. Now whether it is a mix issue,
                           I don't know, but in some portions of this country,
                           we just have not been able to get the rate increases
                           that we had anticipated. With Craig on board, we're
                           taking an even more aggressive approach than we have
                           up to this point, so we anticipate that we can
                           continue to move that one forward.

                           With regard to utilization, as you know, we've had
                           very, very good - made very, very good progress even
                           through the first quarter of 2003. This is the first
                           quarter that we've seen a decline and that is all
                           related to the decline in the miles.

Carter  Newbold:           OK. Could you give a little bit longer - at least
                           remind me of some of the chronology of the changes
                           you've made in your sales leadership, because I think
                           this is the second in a relatively brief period of
                           time. And can you also talk about whether your
                           incoming head of sales has had significant experience
                           with your major customers previously or is he just
                           sort of meeting them for the first time?

Michael Paxton:            No. First of all, you're right. Rick Lane left the
                           organization; he was brought in a little over a year
                           ago. That was a mutual decision. Craig Coyan comes
                           out of M.S. Carriers. M.S. basically has a -- and has
                           for years - has a very similar network -- the kind of
                           network that we've operated here at Transport
                           America. He's got an excellent understanding of our
                           customer base. We did a lot of reference checks with
                           our customers and they are very enthusiastic -- those
                           who know Craig -- they're very enthusiastic about him
                           coming on board. That's one of the reasons why Craig
                           was such a good selection for us, because he does
                           have such a good understanding of our system and also
                           our customer base.

Carter Newbold:            OK. My last question, I guess, is for Keith. It looks
                           like your second half net cap ex is a little bit more
                           than the free cash flow that you produced in the
                           first half. Is there any prospect for further debt
                           reduction in the second half or will that be
                           dependant on the business picking up a little bit?

Keith                      Klein: There's some opportunity as I mentioned. I
                           think we'll close on the sale of one of our
                           facilities here in the very near future and we'll
                           announce that when it happens. Net proceeds there --
                           a couple million dollars. So I think there's some
                           opportunities for continued reduction. I don't think
                           you're going to see debt levels increase dramatically
                           at all during the year. You know, it could stay flat
                           but it could also end up down.

Carter Newbold:            OK.

Keith Klein:               We were close to, I think, at the beginning of the
                           year we targeted high 50s in terms of our overall
                           year-ending debt number, and I think we're still on
                           track to get close to that number. The one thing to
                           keep in mind, Carter -- and I mentioned in my
                           comments, but I want to reiterate it -- is we've got
                           this new accounting rule coming on that will require
                           us to put

                                                                               6


                           the corporate office facility on the balance sheet
                           and that is $13 million in debt. So that'll impact
                           our reported debt number, but it's really taking an
                           operating lease and because of accounting rule
                           changes recording it as a capital lease.

Carter Newbold:            And then - so you bring the asset on the balance
                           sheet at a market basis and that's the $11 million
                           that you mentioned?

Keith Klein:               You bring the asset on at a basis as though you had
                           depreciated it from the beginning of when you
                           acquired or when the asset was originally leased.
                           That's the $11.2 million.

Carter Newbold:            So that will give you a couple of million-dollar
                           non-cash event?

Keith Klein:               Correct.

Carter Newbold:            OK.

Keith Klein:               It shows up as a cumulative effect of a change in
                           accounting principle, below the line.

Carter Newbold:            Great.  Thanks a lot.

Keith Klein:               Thank you.

Operator:                  Your next question comes from Wilmot Kidd of Central
                           Securities.

Wilmot Kidd:               Hi. Can you remind me? You're purchasing 250 tractors
                           in the second half of the year - what percentage of
                           your fleet will that represent after you bought them?

Keith Klein:               It's about 25% of our company-owned fleet.

Wilmot Kidd:               Uh-huh - and what's the average age now and what will
                           it be? How about that?

Keith Klein:               We're running - I haven't looked at it exactly - but
                           we're right about 2.3 years right now.

Wilmot Kidd:               Uh-huh.

Keith Klein:               Once we get through this replacement cycle -- as
                           quick as it happens -- I think that's going to come
                           down to, and I haven't projected it out lately, but
                           somewhere around 1.9 to 2 years.

Wilmot Kidd:               Well, that's extremely competitive, isn't it,
                           vis-a-vis all your peers?

Keith Klein:               This is in the ballpark. It's a four-year replacement
                           cycle and if you have it evenly spread out, the
                           average age at any point in time would be two years.
                           There are some of our peers that did a bunch of
                           replacements last year that are under two.

                                                                               7


Wilmot Kidd:               OK.

Keith Klein:               But we feel very comfortable with a four-year
                           replacement cycle.

Wilmot Kidd:               Well, I'm curious as to why you talked about getting
                           so - pulling back if you will, on your stock
                           repurchase. It seems to me like this is a great
                           opportunity to buy your stock back in. Why this
                           expression of caution?

Keith Klein:               I think, from my perspective, we've got a lot of cap
                           ex that we're going to be taking on in the second
                           half of the year. And we have been focused on debt
                           reduction. I want to continue to focus on that...if
                           there's opportunities that makes sense for us to do
                           it, we'll certainly exercise that, but we're just
                           going to be cautious in our approach.

Wilmot Kidd:               Your book value is substantially higher than market.

Keith Klein:               Correct.

Michael Paxton:            Correct.

Wilmot Kidd:               And some of us would even hope that the company is
                           ultimately or even now worth more than book value. So
                           we feel like you ought to - you've proven that you
                           can reduce debt. It seems like this is the time to
                           take advantage of buying your stock in. You guys
                           don't really feel that way.

Keith Klein:               I don't think we're saying that. I think it's, you
                           know, because of the other debt that we're taking on
                           we just want to be cautious in our approach. You're
                           point is well taken and certainly part of what we've
                           been thinking about as well.

Michael Paxton:           I mean we're not eliminating our options -- clearly
                           Wilmot. So which is - I think that Keith's point is a
                           good one, and it is that, you know, we're going to be
                           prudent about it. And we'll - if the opportunity
                           arises and it seems like it's the right opportunity,
                           then we would pull the trigger on it.

Keith Klein:               Yeah, I will say, Wilmot, that not all of our
                           shareholders feel the same way that you do. We get
                           feedback quite strongly on the other side of that
                           equation as well.

Wilmot Kidd:               Meaning they don't want - they feel it's too risky?

Keith Klein:               Various reasons, but they would just as soon see us
                           pay down debt even faster than if we did - if we
                           bought back shares. So, it's a balancing act there as
                           well.

Wilmot Kidd:               Hey, well I've certainly been fully on the side of
                           paying down debt. So, I just wanted to get your
                           feelings on the subject and let you all make the
                           judgment.

Keith Klein:               Well, we appreciate your feedback there.

                                                                               8


Michael Paxton:            Thanks a lot.

Operator:                  Again, I'd like to remind everyone in order to ask a
                           question, please press star then your number 1 on
                           your telephone keypad.

                           Your next question comes from Carter Newbold of
                           Rutabaga Capital Management.

Carter Newbold:            Sorry, I missed a couple. You guys there?

Keith Klein:               Yeah.

Michael Paxton:            We're here.

Carter Newbold:            It looks likes sequentially the insurance and claims
                           line is up about half a million or 600,000 bucks
                           since the first quarter. Is there something going on
                           there that you can talk about?

Keith Klein:               I briefly touched on it in my comments...

Carter Newbold:            Sorry.

Keith Klein:               ...Oh, that's all right.

                           The real issue is we had a couple of surprises in
                           terms of claims settlement. Things that, we felt -
                           you remember at the end of the year, we had some
                           outside help in evaluating our overall claims
                           exposure and looking at individual claims and we got
                           surprised in a couple of areas.

                           Our accident frequency rates still remains low but -
                           and that's one of the reasons that we've made some
                           changes in the claims management area. We brought in
                           some leadership - we brought somebody with 20 years
                           of claims management experience in to head up that
                           group. We're just making sure we're doing the right
                           job in managing those claims going forward so we
                           don't have those surprises.

Michael Paxton:            But these are older claims. One was a jury verdict.
                           The other was a settlement. And we could do nothing
                           about the jury verdict except be surprised at the
                           level given what our outside objective council told
                           us they thought these claims would end up settling
                           at. So it's one of those things where we're doing our
                           best to try to clean those up and have the right
                           reserve levels in place. And every once in awhile you
                           get surprised and unfortunately we got two of those
                           this time.

Carter Newbold:            OK. Secondly, I wonder if you could just remind me
                           again of whose engine is on the tractors that you're
                           buying the second half of the year. How confident you
                           feel in the operating cost of the new tractors? And,
                           if you'd be willing to, how you think the operating
                           cost of the new tractors will compare with those you
                           will be replacing?

                                                                               9


Keith Klein:               The new engine is a Mercedes engine which, was
                           delayed in terms of compliance with the emissions
                           standards. That engine has been out there for quite
                           awhile overseas and there's a lot of demand for it
                           here in the US. There is a lot of good feedback.
                           There is some tweaking you need to do with that
                           engine when you get it in, from what I've heard, but
                           we've got a program together to really manage that
                           process. And we feel very comfortable that we're
                           going to have less cost associated with maintenance
                           going forward. If you remember back on our
                           replacement cycles, we had three years where we
                           acquired a whole bunch of new equipment and then we
                           didn't buy any equipment in the fourth year. We're
                           now coming up to where the tractors we're starting to
                           trade in are mainly five-year old tractors. We want
                           to get an even replacement cycle going forward, so we
                           ran out some of our tractors to five years. That
                           group that we're turning in this year -- the majority
                           of that is five-year tractors. So we're going to get
                           rid of half of the five-year tractors we have left.
                           Then next year the group that currently is four-years
                           old will be five years and we'll trade that in and
                           then we'll be back to a four-year replacement. So
                           we're getting rid of some tractors that don't have
                           warranty right now with some that do...twenty-five
                           percent of the fleet, so I feel comfortable that that
                           component of the cost structure will go down.

Michael Paxton:            We - from an efficiency standpoint, we don't
                           anticipate any significant reduction in efficiency
                           with this engine. We're pretty fortunate we were able
                           to get in on this program. What we are hearing on the
                           newer engines that meet the new emissions control
                           standards is that the efficiency is even worse than
                           originally anticipated. So it's our hope that when we
                           have to buy those new engines that some changes will
                           take place that provide more efficiency than we're
                           seeing today.

Carter Newbold:            OK. And how big is our class of five-year old
                           tractors that you'll replace in 2004? Is it similar
                           to this year's or...

Keith Klein:               It is. Those are - they're four-year old right now.
                           So we've got a group that's going to go out to five.
                           But they're four-year old right now and that's about
                           240 tractors.

Carter Newbold:            OK. So just on a very early look gross and net cap ex
                           next year should look vaguely similar to this year?

Michael Paxton:            Well - what about the trailers?

Keith Klein:               Yeah, on the tractor side that's true. You know, our
                           trailers - we're continuing to evaluate at what point
                           we need to start replacing some trailers. Our oldest
                           trailers right now -- once we get through our
                           disposal program -- would be 1996 trailers and we may
                           choose to replace some of those next year as well.

Carter Newbold:            OK.  Versus none this year.

Keith Klein:               Correct.


                                                                              10


Michael Paxton:            Correct.

Carter Newbold:            OK.  Thanks a lot guys.

Keith Klein:               You bet.

Operator:                  Your next question comes from Dick Ryan of Feltl &
                           Company.

Keith Klein:               Hey, Dick.

Dick Ryan:                 Good morning. I'd like you to talk about some of your
                           key lanes having some issues. Were they competitive
                           issues or mix issues?

Michael Paxton:            I don't think we talked about key lanes as much as
                           geographic centers. We are in some areas -- I mean
                           Minnesota is a good example -- it just seems to be a
                           slower freight market than it has in the past. It
                           seems to be felt by our competitors as well. And so
                           that area and a couple of other areas are really
                           where some of the slowness was taking place. So it's
                           almost more market or region - market driven than
                           lane driven, per se.

Dick Ryan:                 How would you categorize your efforts to get rate
                           increases since, as you mentioned, you came out of
                           the blocks late?

Michael Paxton:            I don't think we're where we need to be, Dick. You
                           know, the effort has been there. We've been tracking
                           it weekly. We have some of our larger customers under
                           contract so we anticipate some rate increases but it
                           will be later in the third quarter because it's when
                           the contracts expire. So we've not seen those yet
                           because of the contracts. Other than that, we are, as
                           I - I don't know if I pointed it out here, but we're
                           going to take, with Craig's help, a more aggressive
                           approach on some of our -- what I would call non-core
                           customers -- and where we think there may be some
                           opportunities. So we'll move forward on that as well.

Dick Ryan:                 OK.  On the expense side, anything going on with
                           driver pay or turnover there?

Michael Paxton:            Turnover, yes. I think that because of the slow
                           freight market, we've seen slightly higher turnover
                           than we have in the past. That seems to be abating a
                           little bit as things start to pick up but clearly the
                           turnover is a little bit higher. From a recruiting
                           standpoint, it's a little more difficult to bring in
                           owner-operators right now. Again, you know, the
                           freight's slow and some of these guys are just moving
                           into other jobs quite frankly. On the freight pay --
                           excuse me -- the driver pay side, we are looking at
                           some opportunities there and that will be part of
                           that Nickel Challenge.

Dick Ryan:                 OK.  Now have you started providing service to the
                           owner-operators yet?

Michael Paxton:            We just kicked that off at the beginning of this
                           month. In our Janesville, Wisconsin facility we have
                           the whole system in now -- the maintenance

                                                                              11


                           system in -- and so far so good. We're using that as
                           kind of a model and working through any kinks in
                           that. We should be able to start to move out fairly
                           aggressively in August of this year with the rest of
                           the service centers.

Dick Ryan:                 OK.  Thank you.

Michael Paxton:            You're welcome.

Keith Klein.               Thanks, Dick.

Operator:                  Your next question comes from David Dubard of
                           Wellington Management.

David Dubard:              You know, instead of adding capacity in the back half
                           of the year, I wonder if any thought has been given
                           to dramatically shrinking the capacity of the
                           company, culling out the unprofitable lanes and
                           drilling down into what the company really does --
                           and does well. I suspect from looking at the numbers
                           there are parts of this business that are very good.
                           But the numbers you're putting out don't really
                           support adding capacity. You still have 9% of your
                           company fleet unseated. So why not take that cap-ex
                           money and plow it into debt reduction or the share
                           repurchase program and cull down to where the value
                           is here?

Keith Klein:               Maybe I wasn't clear when I talked about that. The
                           250 trucks we're doing, David, is replacement
                           capacity. It's not adding capacity. It's getting rid
                           of some older trucks that we have in the fleet
                           through the turn-in program and replacing them with
                           newer trucks and not running them out past, you know,
                           right now it's about five years on most of that
                           equipment. So we're not planning to add any company
                           capacity at this point in time.

David Dubard:              But why even maintain capacity? Why not really take a
                           whack at it and find those lanes and those customer
                           relationships where economic value can be gained?

Michael Paxton:            It's an age-old question, I think, and it's one that
                           we have debated here from time to time quite frankly.
                           The issue that you find when you start to cull
                           through the unprofitable lanes is that you then
                           impact some other portion of the network. And it's
                           not a one-for-one trade-off. What it does is then
                           create some significant service issues. What we have
                           been doing, David, is through the SPA system and the
                           department we set up, is literally monthly, region by
                           region, going through those lanes where we have
                           problems. And we're using that information to either
                           negotiate for higher rates or ultimately get off
                           those lanes. But we do it prudently so that we don't
                           impact another piece of business that in fact is
                           profitable and part of that profitability is driven
                           by the fact that we have the trucks in the right
                           place via the less profitable lanes. So we're doing
                           it, but we're kind of doing it on a lane-by-lane and
                           customer-by-customer basis.

David Dubard:              Thank you.

                                                                              12


Operator:                  Your next question comes from Donald Broughton of AG
                           Edwards.

Keith Klein:               Hey, Donald.

Donald Broughton:          Gentlemen.

Keith Klein:               Yes.

Michael Paxton:            Yes, sir.

Donald                     Broughton: Real quick. Can you walk me through how
                           you think you're going to cut five cents a mile out
                           of your cost? That's - everybody - when I went
                           through line item after line item, for everybody in
                           the industry, I see upward pressure on cost not
                           downward pressure on cost. Please tell me how you're
                           going to get five cents a mile out?

Michael Paxton:            Go ahead.

Keith                      Klein: It comes from a number of different places. If
                           you look, I think, - if you look at our cost
                           structure, our cost structure is higher than a number
                           of the other players in the industry. So I think
                           there's some opportunity for us to do some things
                           differently.

Donald Broughton:          Well, then that begs the question -- why you haven't
                           cut the cost already?

Keith                      Klein: I think some of it we have. And, you know, now
                           with more of a formal program and our cost per mile
                           has come down over the last year. And we want to be
                           more aggressive on that within the organization. So
                           the areas that we're looking at and the areas that
                           stand out are, you know, the whole salaries and wage
                           line items. I think there is some more opportunity
                           there. We've taken some cost out there but we think
                           there is some more within that area.

Donald Broughton:          Out of driver pay?

Keith Klein:               We think that we're at the higher end of the scale in
                           terms of driver pay.

Donald Broughton:          Yeah, but you already have unseated trucks, guys.

Michael Paxton:            Yeah, but - it would not affect the current driver
                           base.

Donald Broughton:          Then I don't understand. If you're going to lower
                           driver pay - if you take money out of driver pay, how
                           are you going to have more drivers?

Michael Paxton:            We would grandfather drivers in -- any current
                           drivers -- into any plan that we did.

Donald Broughton:          Yeah, but if you lower driver pay - the driver pay
                           you already have, you - you already have unseated
                           trucks. I mean, the concept sounds fine, but I don't
                           understand how you effectively get there. There's a
                           pressure - I

                                                                              13


                           mean, I'm seeing, you know, in the Werner release
                           that they're raising driver pay. I'm seeing in -
                           across the board, people concerned about unseated
                           trucks - yourselves included -- that sounds like
                           increased driver pay to me. Insurance is going up. I
                           mean I go through the line items, it shows equipment
                           is more expensive to buy. But you have to replace
                           equipment that's getting older, and costing you more
                           in maintenance. I don't understand.

Michael Paxton:            When you go through the service center decision that
                           we've made -- which is going to yield some
                           significant savings for us -- when you do the
                           analysis on driver pay against our key competitors,
                           in fact we are at a competitive disadvantage. And
                           again we would not in any way impact the current
                           drivers, but any new drivers coming in would be paid
                           a different scale. When you look at some other areas
                           in our organization where we feel -- even though
                           we've been driving up productivity as we've brought
                           to your attention every quarter -- we're convinced
                           that there are other areas and as we looked at it,
                           they're there. And in our opinion, they would not
                           impact whatsoever our ability to run this company
                           effectively.

Donald Broughton:          OK.  Well, good luck.

Michael Paxton:            Thank you.

Operator:                  At this time, there are no further questions.

Michael Paxton:            OK. Yeah, thanks very much everybody. Thanks, Shayla.

Operator:                  You're welcome, sir.

                           This concludes today's conference call. You may now
                           disconnect.


END