Transport America 2003 Q3 Earnings Conference Call Transcript
                                                                      10/20/2003
                                TRANSPORT AMERICA
                        3RD QUARTER 2003 CONFERENCE CALL
                                OCTOBER 20, 2003
                                   10:00 AM CT


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

                           At this time I would like to welcome everyone to the
                           Transport America Third Quarter 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.

                           Joining us today will be Michael Paxton, Chairman,
                           President and Chief Executive Officer as well as
                           Keith Klein, Chief Financial Officer and Chief
                           Information Officer. Thank you.

                           Mr. Klein, you may begin your conference.

Keith Klein:               Thank you, Shatina.

                           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 ended December 31, 2002 as filed
                           with the Securities and Exchange Commission.

                           I will now provide some brief comments on the third
                           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 third quarter of 2003, revenues decreased by
                           $4.9 million, to $64.1 million compared with the
                           prior year. Third quarter's revenues include $2.3
                           million in fuel surcharge recovery, compared to $1.5
                           million in the third quarter of last year, because of
                           slightly higher fuel costs year-over-year.

                           Our customer paid miles in the third quarter were
                           down about 7.7 percent compared to last year's
                           levels. The decrease in miles was due to weaker
                           freight volumes early in the quarter and lower seated
                           capacity than in the prior year. Mike will address
                           these items in more detail later. In the third
                           quarter, we averaged 10.4% deadhead miles, compared
                           with 11.3% in the third quarter of



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Transport America 2003 Q3 Earnings Conference Call Transcript
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                           2002. This is the 6th consecutive quarter that we
                           have experienced a year-over-year improvement in our
                           deadhead percentage.

                           Our average revenue per total mile in the third
                           quarter, excluding fuel surcharge, increased by 1.8
                           cents over the previous year. Our rate per customer
                           paid mile improved in the third quarter on both a
                           sequential and year-over-year basis. Sequentially,
                           this is the third quarter in a row of increased
                           rates, with an average rate of $1.417 per mile
                           compared to $1.399 per mile in the second quarter of
                           this year. In addition, our rate per customer paid
                           mile exceeded the same quarter of the previous year
                           for the first time since the 2nd quarter of 2001.
                           This rate trend is due to both 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 $2,725 for the third
                           quarter from $2,746 in third quarter of 2002 due to
                           softer freight volumes early in the quarter and
                           unseated capacity. When looking at productivity of
                           seated capacity, our revenue per seated tractor per
                           week increased slightly to $2,875 for the third
                           quarter from $2,870 last year.

                           As we announced last quarter, we initiated a broad
                           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. Through the end of September, we
                           have implemented cost reduction actions that we
                           expect will save over $5 million in annual costs over
                           2002 levels. Expenses that will be positively
                           impacted by these initiatives include salaries and
                           wages, maintenance costs, accident claims costs,
                           depreciation, and other general and administrative
                           expenses. In addition, the organization has
                           identified an additional $5 million in cost savings
                           opportunities that we expect to implement in the
                           fourth quarter.

                           Our revenue per non-driver increased year-over-year,
                           rising to $633,000 compared to $605,000 in the
                           previous year, an improvement of 4.6 percent.

                           We do expect some costs to increase next year. The
                           tight driver market will put upward pressure on our
                           driver hiring expenses and potentially on wages and
                           purchased transportation costs. Insurance costs,
                           specifically on the excess layers, are not growing as
                           much as they did last year, but early indications are
                           that cost are still rising in this area.
                           Additionally, as we begin to replace tractors next
                           year with EPA compliant engines, depreciation costs
                           will increase as well.

                           Our accident frequency declined even further during
                           the third quarter from already historically low
                           levels. Year-to-date through September, our total
                           accident frequency was 5.5 accidents per million
                           miles compared to 5.8 last year.

                           The third quarter results include a pretax gain of
                           $1.3 million relating to the sale of our Clarksville
                           maintenance facility. Net of tax expense, this gain
                           increased after tax earnings by approximately
                           $800,000, or 11 cents per diluted share.

                           Interest costs decreased this quarter by 17 percent,
                           to $1.1 million compared to $1.3 million in the
                           previous year. This decrease was primarily the result
                           of our continued reduction of debt and lower interest
                           rates.



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Transport America 2003 Q3 Earnings Conference Call Transcript
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                           The effective tax rate for the quarter, prior to a
                           cumulative-effect adjustment, increased to 44
                           percent. This is due to the effect that
                           non-tax-deductible items have on the effective rate
                           as earnings change throughout the year.

                           Our net income in the third quarter, prior to a
                           cumulative-effect accounting change but including the
                           gain on the sale of Clarksville, was $1.0 million, or
                           15 cents per share, compared to a net profit of
                           $254,000, or 3 cents per share in the third quarter
                           last year.

                           As we discussed at last quarter's conference call and
                           in the press release, we adopted, on July 1, 2003,
                           the accounting treatment prescribed by the FASB's
                           Interpretation Number 46 relating to our corporate
                           office building. Prior to that date, the building was
                           recorded as an operating lease in accordance with
                           generally accepted accounting principles. On July 1,
                           the building was treated, in essence, as a capital
                           lease for accounting purposes. The building was
                           capitalized as an asset at a net book value of $11.2
                           million and the related debt of $13 million was
                           reflected in current liabilities, as the lease
                           expires in May of 2004. The difference between the
                           asset value and the liability value is reflected as a
                           cumulative effect of a change in accounting
                           principle, net of tax benefit. This difference
                           represents depreciation expense that would have been
                           recorded had generally accepted accounting principles
                           required capitalizing the building at the date of
                           acquisition.

                           As we also announced in the press release, we have
                           signed an agreement to sell our corporate office
                           building in Eagan and then lease back the space that
                           we currently utilize. I want to remind everyone that
                           this agreement has a number of contingencies that
                           have yet to be satisfied. These include the buyer
                           completing due diligence and securing financing for
                           the transaction. It is not certain that these
                           contingencies will be satisfied, but we are very
                           optimistic given progress to-date. The agreement
                           requires the buyer to satisfy all contingencies by
                           the end of November.

                           The significant terms of the agreement are as
                           follows: Transport America will receive approximately
                           $11.5 million dollars, which is already reduced by
                           estimated brokerage commissions and closing costs. At
                           that time, we will pay off the $13 million obligation
                           relating to the property. We will also sign a 13-year
                           lease for approximately two-thirds of the total
                           square footage of the building. Base rents will be
                           approximately $1 million in the first year with
                           escalations of one and one-half percent for each year
                           of the lease term. We will also pay a pro-rata share
                           of the building's operating costs, which we cover 100
                           percent of today. We would not be obligated to cover
                           any costs and do not have any contingent obligations
                           relating to the remaining one-third of the building
                           that we do not occupy. The buyer would assume all
                           risks relating to the rental and operation of that
                           space.

                           Focusing now on the balance sheet, we cannot say that
                           our reported debt balance declined again this quarter
                           as we have said every quarter over the past three
                           plus years. This is due to the addition of the $13
                           million relating to the building. However, we were
                           able to reduce other debt during the quarter by an
                           additional $8 million. The net of these two items was
                           an increase in reported debt of $5 million during the
                           quarter, bringing our total debt balance to $65
                           million at



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                           September 30, 2003. This debt balance is still lower
                           than our reported debt balance at December 31, 2002,
                           by $4.5 million, and excluding the $13 million of
                           debt relating to the corporate office building, we
                           have paid down $17.5 million in other debt in the
                           first 9 months of this year.

                           Looking at 2003 capital spending, we took delivery of
                           and financed 125 tractors during the third quarter,
                           which represents one-half of our total replacements
                           for the year. Year-to-date, we have spent $12.6
                           million in gross CapX, and, net of proceeds on
                           trade-in and disposals, we have spent $6.9 million.
                           We plan to take delivery and finance an additional
                           125 tractors in the fourth quarter. We expect gross
                           capital spending for the full year to be
                           approximately $21 - 24 million in total. Net of
                           proceeds on trade-in and disposals, we expect net
                           CapX to be in the $12 - $14 million range, prior to
                           the sale of our corporate office building.

                           During the third quarter, we did not purchase any
                           additional shares of Transport America stock. Share
                           repurchases since October of 2002 stand at 122,700
                           shares. Under the currently outstanding
                           authorization, we have remaining authority to
                           purchase up to an additional 120,600 shares. We plan
                           to continue repurchasing shares under this program
                           when it makes sense to do so.

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

Mike Paxton:               Thanks Keith. Good morning everyone.

                           As Keith pointed out in his remarks, our financial
                           performance at Transport America rebounded in the
                           third quarter despite lower miles than a year ago.
                           This was driven primarily by our continued focus on
                           productivity and strategic network improvement.

                           For the recent nine months, our loaded miles were
                           down 4.4% versus a year ago. Total available miles
                           were down 6.1% for the same period. Our trucking
                           revenues, which excludes fuel surcharge and logistics
                           revenue, on a year-to-date basis, are off 5.3% from
                           last year.

                           On the positive side, our revenue per tractor per
                           week of $2,687 for the last nine months, excluding
                           fuel surcharge, was up 0.4% relative to last year.
                           For the same period, our deadhead was at 10.3% or 160
                           basis points below year ago levels. Finally, our
                           third quarter rate per mile of $1.42 was 2.3% higher
                           than the fourth quarter of 2002.

                           As further evidence of our productivity gains, our
                           average annual revenues per non-driver employee for
                           the last nine months increased 8.2% to $635,000,
                           versus last year.

                           I am also pleased to inform you that Transport
                           America recently received two more outstanding
                           performance awards for 2003. Best Buy recognized us
                           with their Quality Partnership Award for the second
                           year in a row. Additionally, FedEx Supply Chain
                           awarded us Carrier of the Year for the second
                           straight year.



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Transport America 2003 Q3 Earnings Conference Call Transcript
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                           There has been a noticeable increase in capacity
                           demand throughout the industry. On top of that, we
                           have added several significant pieces of business to
                           our portfolio. While this is good news, it comes at a
                           time when driver turnover is high due to weak freight
                           and high fuel prices in the first six months of the
                           year. Consequently, our unseated tractors, and that
                           of the industry, are higher than normal.

                           To offset the problem, we initiated an aggressive
                           bonus plan and referral incentives for new drivers.
                           While this has helped our recruiting efforts, we are
                           still finding the labor market to be very tight. We
                           are currently evaluating additional options to solve
                           the problem.

                           We accelerated our maintenance campaign in the third
                           quarter to repair a closed wheel end system on nearly
                           3,600 of our trailers. At this point, we have
                           completed inspections and/or repairs on approximately
                           half of these units. We met with the vendor, Strick
                           Corporation, to discuss their liability on the issue.
                           As yet, there has been no resolution on remuneration
                           of our costs, which we expect to exceed $1 million.

                           In closing, we are feeling more optimistic about
                           increased freight opportunities. We also feel that
                           our productivity efforts are beginning to pay
                           dividends in better utilization of our assets and
                           lower costs in the organization. The key issue we are
                           facing is seated capacity. It is clearly constraining
                           our ability to accept more freight. Our goal is to
                           achieve substantial improvement in seated tractors by
                           year-end.

                           Thanks for your attention. Shatina, Keith and I will
                           now entertain any questions from the participants.

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

                           We'll pause for just a moment to compile the Q&A
                           roster. At this time, there are no questions.

                           Your first question comes from Carter Newbold.

Carter Newbold:            Morning guys.

Mike & Keith:              Morning, Carter.

Carter Newbold:            I wonder if you could talk a little bit about the $5
                           million in cost savings that you've identified during
                           the quarter. Can you give us any breakout of where
                           that is coming from and is that against 2002 base or
                           is it against a 2nd quarter of 2003 base? Kind of
                           what is the math there. And then secondly, on the
                           driver availability issue, can you talk about whether
                           driver pay is yet part of the mix that you are
                           looking at to solve the problem, and do you think, or
                           how much of the problem would you ascribe to internal
                           issues - the reduction in miles that your guys have
                           seen, versus kind of macro issues that you might be
                           observing? Thanks.

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Transport America 2003 Q3 Earnings Conference Call Transcript
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Keith Klein:               I'll take the first part of that - regarding the cost
                           savings initiative. It is against the 2002 base, is
                           where we are measuring against, Carter. And it is
                           coming in a number of areas. Salary and wages -
                           earlier this year we restructured the service
                           centers, which is part of that, but in addition to
                           that, we've done some other re-engineering efforts
                           within the organization. We are managing, and we have
                           put in place some different strategies around
                           insurance and claims costs. We are focusing heavily
                           on safety, training and prevention in the
                           organization, driving down costs there; but also in
                           terms of the management of the claims process within
                           the organization, so we expect some savings in the
                           insurance area. General administrative expenses - we
                           are going through every group, and as contracts for
                           services and supplies come up, we are re-bidding
                           those contracts, and we are seeing additional savings
                           in a number of areas there. So, it is across the
                           board, but the biggest chunks, I think, are salaries
                           and wages, insurance costs savings, and maintenance
                           changes that we've made in terms of maintenance
                           structure and maintenance costs.

Mike Paxton:               On the driver availability, I guess 2 comments. One
                           on the pay, we mentioned last time that we did reduce
                           our rate per mile for our drivers, but we actually
                           grandfathered all of our current drivers. That
                           decrease really just put us in the middle of the
                           pack, and so far, that looks to be where we are
                           remaining. However, I think that it is just a
                           question of how many drivers are out there right now.
                           I think that a number of drivers have dropped out of
                           the industry for one reason or another, either it was
                           the summer months, or just have looked at other local
                           opportunities. What we are doing however, is
                           increasing the bonus pretty significantly, so for any
                           new drivers coming in, there is a $2,000 bonus
                           associated with that driver coming on. Now that is
                           obviously cash for us, but it doesn't affect our rate
                           per mile on a future basis, and we prefer to take
                           that track. So far, it seems to at least be helping
                           us. I wouldn't say that there is overwhelming
                           increase, but it is certainly helping us. If we had
                           to take the rates back up, we would certainly
                           consider that, and we are considering all options,
                           but right now, that isn't our initial plan. And then
                           on the mileage - our mileage has been going up for
                           the last 2 quarters, and in fact, we are pretty even
                           with miles per seated tractor per day with last year
                           - very slightly below it, but not very much. So, it
                           is not the miles that seems to be the issue. It was
                           certainly the miles in the first quarter, and in fact
                           more in the second quarter than the first quarter,
                           but that has rebounded, so I don't think that is the
                           issue at all. The issue is more around just the
                           availability and with capacity tightening and freight
                           starting to pick up, everybody is out there looking
                           for quality drivers, and quite frankly, we are not
                           compromising on the quality side of it. Our safety
                           record is too important to us, and particularly with
                           the insurance rates where they are. So, we are
                           probably taking a little more disciplined tack with
                           regards to those new drivers coming on.

Carter Newbold:            Ok, thanks - that's helpful in understanding that.
                           Also, Keith could you just restate what your
                           expectations for gross and net Cap X in the 4th
                           quarter of this year?

Keith Klein:               I don't have it broken out for 4th quarter, but I'll
                           give you the year-to-date ones.

Carter Newbold:            Ok



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Transport America 2003 Q3 Earnings Conference Call Transcript
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Keith Klein:               Gross Cap X of $21 to $24 million, and net Cap X,
                           prior to any sale of our corporate headquarters
                           building, of $12 to $14 million.

Carter Newbold:            That is the full year expectation?

Keith Klein:               Correct.

Carter Newbold:            Ok.  All right, I can compute the difference.
                           Thank you.

Keith & Mike:              You're welcome.

Operator:                  Once again, I would like to remind everyone, in order
                           to ask a question, please "star" and then the number
                           "1" on your telephone keypad. Your next question
                           comes from Dick Ryan.

Dick Ryan:                 Hi Mike. Could you maybe give a sense of your
                           business that might be affected with the new
                           regulations going into effect next year concerning
                           driver time - whether it is multiple-stop business or
                           the live loads, unloads? Do you have a feel of the
                           percentage?

Mike Paxton:               It is an excellent question, Dick, and I don't have
                           an answer for you yet. We are doing an in depth
                           analysis right now, customer by customer on our top
                           50 accounts to get at that issue. Just generally
                           speaking, we don't have as many customers that
                           require multiple stops in our system. So we don't
                           anticipate that too many of the shippers will be
                           affected, but regardless, there is an issue with
                           certain segments - in fact all the segments in some
                           respects, whereby if our truck drivers get delayed at
                           the consignee, for any period of time - whether it is
                           a live unload, or whether it is just difficulty in
                           the appointment not being recognized when they get
                           there, and maybe having to wait before the load gets
                           unloaded - all that time now works against the 14
                           hours that the driver has before they lay down for
                           10. In the past, the driver could take the time off
                           while the truck was being unloaded and not count that
                           as part of the overall mandatory time. We are losing
                           that time and so it will be I think, an issue among a
                           lot of our customers in getting more disciplined with
                           their consignees, and if not, then we will have to
                           consider additional charges - whether it is higher
                           rates or accessorial charges. We are putting it
                           together and hope to have the analysis completed by
                           the end of this month, and hope to be able to be in a
                           position to start talking to our shippers middle to
                           late November, if there are any significant issues
                           associated with a particular customer.

Dick Ryan:                 Ok. On your efforts to increase rates, how far down
                           the path are you there? I know that you kind of got a
                           late start with trying to replace the Sears business
                           a year ago, but where is that process coming in?

Mike Paxton:               Yeah, we were really struggling in the first quarter,
                           as you know, even though that was when we were going
                           out fairly aggressively. And then of course, we
                           brought on Craig Coyan in the last 2 months, and he
                           has really helped accelerate the program. We sent a
                           letter out to all of our customers beyond our top 50,
                           with a mandatory increase, and so that went through
                           and we have not had any loss of revenue associated
                           with that. So it would appear that has stuck. With
                           the top 50, we have gotten to most of those customers
                           now, and we are getting the rate



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                           increases, but as I mentioned in my comments, if you
                           look at the 4th quarter of 2002, versus where we are
                           at in the 3rd quarter today in 2003, we are up
                           roughly 2 and 1/2 percent -- 2.3 to 2.4 percent.

Dick Ryan:                 Uh-huh

Mike Paxton:               So we are seeing the rate increases start to hold,
                           and we are also convinced that some of the new
                           business that we brought on at better rates and
                           better mixes helped us as well.

Dick Ryan:                 In your Cap X, is that just all tractors this year -
                           are you doing any trailers or is that an issue for
                           next year?

Keith Klein:               It is just tractors this year. We don't anticipate
                           any trailers. We did get a few trailers early this
                           year related to a specific piece of business, but in
                           terms of new trailer replacements - none planned for
                           this year, and we will look at next year - we are
                           finalizing the plan right now and looking to build
                           some trailer replacement into that plan for next
                           year.

Mike Paxton:               Let me just make one comment on that as well, and it
                           has to do with the hours of service. There is at
                           least some speculation in the industry that because
                           of this hour of service change that it may be to the
                           advantage of the shipper for us to do more of what we
                           call, drop and hook. Which is to drop the trailers
                           and let them load them at their discretion, and then
                           bobtail our tractors in to pick up those trailers. If
                           that starts to become a trend, which is good news and
                           bad news, it may then increase the required tractor
                           and trailer ratios that are currently normalized in
                           the industry at around 2.7 - 2.6 - 2.8. And that has
                           been our target - to get it down around 2.6 to 1,
                           trailers to tractors. We don't know yet whether that
                           is just pure speculation or whether that may be a
                           trend that we will see. If so, then that may
                           accelerate any needs we might have on the trailer
                           side, but it is too early right now to give you an
                           answer.

Dick Ryan:                 Great.  Ok, thanks.

Keith & Mike:              Thanks, Dick.

Operator:                  You have a follow-up question from Carter Newbold.

Carter Newbold:            Hey guys. I know you've not given much in the way of
                           guidance other than some sort of general Cap X feel,
                           but just looking at the trucking revenue itself with
                           many quarters now of negative comparisons, is there a
                           point out there where it seems likely to you guys
                           that you would turn the corner and start to show
                           positive numbers which would allow us to see the
                           benefits more clearly of all the cost management that
                           you've done?

Mike Paxton:               The answer is yes. We'll probably be in a little bit
                           better position to give you some direction at the
                           next investor conference, but with the business that
                           we are bringing on now is, as I mentioned, pretty
                           significant, and I will not mention the customers,
                           but it is really working into our network extremely
                           well. Quite frankly, I think we would be showing
                           revenue numbers right now if we didn't have the
                           unseated capacity. In fact, I know it, because we've
                           been turning down



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                           a lot of business on a day-to-day basis. We are
                           optimistic that we'll be turning the corner on the
                           revenue side and hope to be more specific about that
                           as we close out the 4th quarter.

Carter Newbold:            Fair enough.  Good luck.

Mike Paxton:               Thank you.

Operator:                  Once again, I would like to remind everyone, in order
                           to ask a question, please press "star" then "1" on
                           your telephone keypad. At this time, there are no
                           further questions.

Mike Paxton:               Thank you very much for your time, and we'll be
                           talking to you later. Thank you, Shatina.

Operator:                  You're welcome. Thank you for participating in
                           Transport America's 3rd Quarter Earnings Conference
                           Call. You may now disconnect.




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