OTR EXPRESS, INC. 1996 ANNUAL REPORT (Pictured on cover OTR tractor omitted) OTR uses technology and its proprietary Freight Optimization System to profitably acquire and haul freight in the full truckload industry. OTR maximizes freight oportunities from a large base of more than 1,000 customers, geographically dispersed throughout the United States. OTR implemented a marketing program in 1996 to provide total transportation solutions to larger shippers. We now offer QualComm satellite communications on every truck, electronic data interchange (EDI) for load status information and 53- foot air-ride trailers for premium capacity and safety. In 1996, OTR began marketing its services to larger national accounts capable of offering increased load counts at higher rates. OTR's unique operating strategy and its technological leadership have enabled it to grow revenues at an annual compound growth rate of 27% over the past five years. Table of Contents Highlights 1 Report to Stockholders 3 Technology, Customer Service and Marketing 6 Driver Incentive Management System 8 Financial Review 9 Financial Statements 13 Directors and Officers 25 Quarterly Financial Data 26 Stockholder Information 28 (Graphs-five year histories of various operating statistics omitted) Financial Highlights (In thousands except per share data) 1996 1995 1994 1993 1992 Income Statement Data Operating revenue $55,261 $49,211 $42,760 $30,646 $21,993 Operating income 2,195 2,029 3,648 2,452 1,780 Net income (loss) (368) (157) 1,278 744 546 Outstanding shares 1,836 1,830 1,825 1,817 1,725 Earnings (loss) per share $ (0.20) $ (0.09)$ 0.70 $ 0.41 $ 0.32 Operating ratio (1) 96.0% 95.9% 91.5% 92.0% 91.9% Balance Sheet Data Current assets $ 7,681 $ 6,799 $ 6,109 $ 4,413 $ 2,990 Current liabilities 19,152 17,187 10,781 7,402 4,420 Total assets 50,576 48,883 36,720 28,508 22,291 Short-term debt 15,751 13,968 7,913 5,606 3,340 Long-term debt, less current portion 21,019 20,844 14,595 11,995 10,090 Stockholders' equity 8,805 9,156 9,301 7,973 7,207 (1) Operating expenses as a percentage of operating revenue Operational Highlights 1996 1995 1994 1993 1992 Total miles (in thousands) 52,330 47,197 40,279 30,644 22,195 Average number of tractors 506 450 345 262 189 Revenue per loaded mile $ 1.042 $ 1.031 $ 1.041 $ 1.013 $ 0.997 Revenue per mile $ 0.973 $ 0.963 $ 0.983 $ 0.957 $ 0.936 Miles per week per truck 1,984 2,015 2,247 2,249 2,247 Empty miles percentage 6.6% 6.6% 5.6% 5.6% 6.1% Miles per load 1,464 1,506 1,576 1,552 1,460 Licensed tractors - end of period 503 503 394 301 228 Licensed trailers - end of period 608 567 449 329 244 Average equipment age (in years) Tractors - end of period 1.82 1.23 1.50 1.34 1.12 Trailers - end of period 1.88 3.05 2.92 2.81 2.60 Fuel purchases at wholesale (% of total ) 32.1% 31.9% 36.4% 32.3% 28.2% Blended average fuel cost per gallon $ 1.17 $ 1.07 $ 1.04 $ 1.04 $ 1.06 To Our Stockholders: The trucking industry was very challenging again in 1996, which included the second consecutive year of weak freight demand, high fuel prices and a shortage of qualified drivers. The end result was a disappointing loss of $0.20 per share accompanied by a decline in the stock price and market capitalization. The adversity faced by the company in the past two years has encouraged us to continue to modify our marketing approach to a changing industry. We began with a goal of increasing our percentage of shipper freight with a corresponding reduction in less profitable broker freight. Today we have a new focus on marketing, customer service and national account development. During 1996, OTR implemented major programs, all of which are significant changes designed to provide total transportation solutions to expand our customer base. These included on-board satellite communications; electronic data interchange (EDI) with our customers, guaranteed equipment and rates for customer contracts; conversion of the trailer fleet from 48 foot to 53 foot air-ride; additional drop- trailers for customers; and expanded brokerage services to cover logistics packages. Our marketing department is now three times its former size and 400 new shippers generating 6,000 loads were added in 1996 . We are targeting larger national accounts to complement our freight optimization system, which maximizes the profitability of freight acquired on the spot market. Our 1996 shipper statistics reflect the success of our new marketing effort. Shipper freight increased from 52% to 66% of total miles, reducing broker freight from 48% to 34%. Revenue increased by $6.0 million or 12% from 1995 in the midst of a weak market. We accomplished these results with an emphasis on technological excellence and on-time reliability for our customers. We believe we have made the correct decisions in 1996 with our investment in customer service and marketing. The company is now in a position to compete for freight on any level. The future for OTR and the truckload industry depends on technology, reliability and customer service. (Picture of Executive Officers omitted) 1996 Results Revenues increased by 12% to $55.2 million in 1996 from $49.1 million in 1995. Operating income improved 8% to $2.2 million from $2.0 million. The company reported a net loss for the year of $368,000 or $0.20 per share compared to a loss of $157,000 or $0.09 per share in 1995. The revenue increase was primarily related to a 12% increase in the fleet size in 1996. Although the economy continued to grow in 1996, freight demand was weak throughout the year as a result of an over-capacity of trucks nation-wide. At 1,984 miles per unit per week, utilization was comparable with 1995. Fuel costs were expected to trend downward during 1996. Forecasted increases in exports from Iraq and lower crude oil costs never developed. Inventories declined to minimum levels while refineries waited in vain for a decline in crude oil prices to build up diesel stocks for the winter. As a result, diesel fuel prices trended higher throughout the year, peaking at an average of $1.28 per gallon in the fourth quarter. For the year, higher fuel costs (net of recovery from fuel surcharges and fuel hedging) reduced earnings by $0.20 per share. Wages and benefits as a percentage of revenue stabilized during 1996. OTR continues to pay premium wages to attract experienced drivers. The average compensation for a driver with OTR for all of 1996 was $39,400. Staffing the trucks with the quality of driver we demand continues to be a challenge in the face of a national driver shortage. Our unmanned truck percentage was 6.0% in 1996 compared to 4.6% in 1995 and a target of 3.5%. Our demographics remained strong with a fleet average of 17 years over-the- road driving experience. 1997 It appears that 1997 will see a continuation of the dramatic changes that are reshaping the truckload segment of our industry. We have already altered the direction and strategy at OTR to capitalize on these changes. We expect over-capacity in the truckload market to be reduced in 1997, improving the demand for freight services. Only those carriers providing shippers with increasingly reliable service and sophisticated technology will benefit from the improvement, however. We will strive to be a leader in providing advanced technology as well as high quality freight services to our customers. (Picture of OTR tractor omitted) In August 1996, we completed the installation of on- board satellite communications in all our trucks. We now have continuous communication with our drivers and the current location of any truck through satellite positioning. This capability is required by many larger shippers who use EDI for inventory control purposes. Expansion plans for 1997 will add 50 units to the fleet, bringing the total to 553 units. The expansion is contingent on strong freight demand and fleet staffing experience during the year. We are proud of the creativity and hard work of our people in management information systems (MIS) and the strides they have made in the past two years. They have successfully integrated our on-board satellite messaging system with our load order system and developed new EDI solutions for five of our larger shippers in 1996. Our local area network now links all of our 130 computers, using internally developed software that can be modified continuously to meet our changing requirements. We have made excellent progress in positioning ourselves as a company that can provide technological solutions for customer service requirements. Technology and customer focus will determine the success of truckload carriers in the future. These areas will receive the highest priority in the years ahead. We expect 1997 to be a year in which our efforts to adapt to industry changes will allow us to achieve a position of leadership in the industry. Our size will allow us to be flexible and innovative in an increasingly sophisticated and competitive market. All associates of OTR Express remain committed to achieve our mission statement of becoming the most efficient provider of high quality truckload service in America. We want to thank our investors for their continuing interest and confidence. We will strive to provide you an interesting and profitable investment as a result of your ownership in our company. Very truly yours, /S/ William P. Ward William P. Ward President and Chairman (Picture of Vice Presidents omitted) OTR Technology OTR has utilized its leading edge technological capabilities to be an industry leader in customer service and on time reliability. Our historical on-time delivery percentage is in excess of 96%. In 1996, we made several investments in technology that will enable OTR to maintain its customer service leadership. Our new investments include: o Qualcomm Omnitracs System - Each OTR truck is equipped with a Qualcomm Omnitracs on-board satellite communications system that provides on-demand, immediate contact with any driver and global positioning reports for equipment location, anywhere in the nation. The company receives hourly position reports on all of its trucks. This service is critical for customers with just-in-time inventory management programs. o Electronic Data Interchange (EDI) - Using set protocols, OTR provides daily or on-demand transfer of load status information to our customers by computer. o Bar coding (October 1997) - Cartons will contain bar coding information input by shippers. This will enable receivers to swipe the bar codes with a "wand" and obtain the corresponding receiving information to input into their inventory system. Customer Service and Marketing In the past eighteen months, OTR's marketing strategy has adapted to changing market conditions, primarily as a result of our goal to achieve higher levels of shipper freight. The company will continue to maximize the number of customers and, therefore, freight opportunities for the freight optimization system. In addition, we are continuing to market OTR to larger national accounts capable of offering increased load counts at higher revenue rates. These larger shippers can be integrated into our existing operating strategy effectively, providing a higher mix of more profitable shipper freight. In addition to the advanced technology, we are offering customers the following services: o Guaranteed equipment availability and rates, a commitment to a higher level of customer service. o Total transportation solutions, including additional drop trailers, expanded brokerage department to cover loads and warehousing. o Fifty-three-foot trailers in order to market to a new segment of shippers with requirements for higher cubic capacity. As of December 31, 1996, more than one-third of our trailer fleet had been converted to the 53-foot format. o In late 1996, OTR established a new customer service department dedicated to serving the freight needs of our larger national account shippers. The customer service department provides those customers with a dedicated contact within OTR who can respond to all customer needs. OTR Services OTR Services is our brokerage division, which includes a base of more than 900 quality carriers who can provide service beyond our own equipment availability. OTR Services enables OTR to meet all of a shippers needs in just one phone call. In 1996, OTR Services revenues increased by more than 50% primarily due to the increase in OTR's customer base. OTR Efficiency OTR continues to be one of the most efficient carriers in the industry due to our focus on technology and our experienced drivers. Our tractor-to-administrative staff ratio, a measure of operating efficiency, is 5.59 to 1 in an industry where 3.5 to 1 is considered very good. Freight Optimization System OTR continues to utilize the Freight Optimization System as the core of its dispatching and freight selection process. The OTR operating strategy places a premium on management information and load planning systems. The Freight Optimization System utilizes the company's computer network and a software system developed internally during the past eight years. This unique system allows OTR to maximize rates and minimize empty miles. The Freight Optimization System consists of the following four continuous systems: o Rate Analysis - The company obtains the most current market information on freight rates and destinations from brokers. This enables the company to ensure that OTR is obtaining market rates on all freight. o Customer Priority Ranking - The system continually analyzes our customers' freight history and develops a customer priority ranking to direct our load planners to call customers with the highest probability of giving OTR the most profitable combinations of rates and destinations. o Fleet Replanning - The system replans the fleet every three minutes, and provides the load planners with a time sensitive listing of the trucks that need to be reloaded. o Equipment Dispersal Management - The dispersal management system monitors the distribution of trucks across the country to maximize freight opportunities and minimize empty miles and downtime. The Freight Optimization System will continue to locate the most profitable combination of moves, working in conjunction with the new national accounts program. On-time reliability OTR continues to offer customers and potential customers on-time reliability in a manner that few can match: o Experienced drivers with an average of 47 years of age and more than 15 years driving experience. o High-quality, low mileage, reliable equipment to minimize downtime. o Superior service record- with a historical on-time delivery percentage of greater than 96%. OTR's approach also reduces the company's dependence on any single customer. The largest customer accounted for only 3.8% of revenues in 1996, while the top five customers combined for only 13.1% of revenues. The dry van segment of the domestic truckload market is estimated by trucking analysts at $24 billion. The largest three carriers in this market have captured approximately 10% of the market on a combined basis. OTR revenues for 1996 were 0.2% of the total dry van market in the U.S. (Picture of OTR tractor omitted) Driver Incentive Management System An article in the industry publication Transport Topics characterized driving for OTR as "A thinking man's job." Driver/managers are given a high level of responsibility to manage the profitability of their equipment. OTR provides financial incentives to its equipment managers to analyze each decision based on the impact on net income. This system results in higher revenues and utilization with reduced fuel costs, maintenance, accidents, insurance premiums and road expenses. Management has recognized from the start the importance of quality, experienced equipment managers. The company is committed to paying managers a premium wage and providing them with equipment they are proud to drive. This approach has produced a group of managers averaging 48 years of age and 15 years of experience. The company's Driver Incentive Management System rewards equipment managers with mileage pay, profit center distributions and an ESOP based on the profitability of their equipment. All manager pay programs provide incentive for managers to keep expenses low and equipment running efficiently. Mileage pay at OTR is based on fuel efficiency achieved by a manager. Above-average fuel economy is rewarded with premium pay per mile. Managers have a large incentive to run equipment at efficient speeds, reduce out of route miles, idle less and maintain the equipment in peak operating condition. Profit Center Distributions OTR maintains each truck as a separate profit center. Profit center reports include the actual revenues and expenses of the equipment and fixed expense components for administration, taxes and depreciation. Managers earn 50% of the net income of their profit center. A typical monthly profit center statement for one of our managers might look like the one shown below. This manager would receive 50% of $1,040 for the current quarter. OTR Express, Inc. PROFIT CENTER STATEMENT Report Period Ended 3/31/96 Manager: JD7 Jeff Driver Profit Center Start Date 1/1/96 Tractor: 1545 March Percent Quarter Percent REVENUES Mileage income $10,866 100.0 $31,490 100.0 OPERATING EXPENSES Wages 3,002 27.6 8,483 26.9 Payroll taxes 280 2.6 848 2.7 Fuel and fuel taxes 1,945 17.9 5,826 18.5 Tractor oil 75 0.7 140 0.4 Tractor tires 380 3.5 656 2.1 Tractor additives 20 0.2 45 0.1 Tractor maintenance 278 2.6 1,016 3.2 Tractor wash 25 0.2 73 0.2 Tractor parts 42 0.4 185 0.6 Trailer expense (fixed) 500 4.6 1,500 4.8 Trailer maintenance (fixed) 185 1.7 555 1.8 Road expenses 110 1.0 314 1.0 Insurance (fixed) 400 3.7 1,200 3.8 Accidents and claims 0 0.0 0 0.0 Licensing and permits (fixed) 435 4.0 1,305 4.1 Management expenses (% of revenue) 1,195 11.0 3,464 11.0 Total 8,872 81.7 25,610 81.3 OPERATING INCOME 1,994 18.3 5,880 18.7 Principal payment (per mile) 1,232 11.3 3,571 11.3 Interest payment (fixed) 423 3.9 1,269 4.0 NET CASH FLOW $ 339 3.1 $ 1,040 3.3 Selected Financial Data (In thousands except per share data) 1996 1995 1994 1993 1992 INCOME STATEMENT Operating revenue $55,261 $49,211 $42,760 $30,646 $21,993 Operating expenses Salaries, wages and benefits 22,395 19,837 15,912 10,779 7,570 Purchased transportation 2,930 2,402 2,094 825 833 Fuel 7,011 5,511 4,546 3,777 2,883 Maintenance 3,310 3,005 2,648 1,896 1,323 Depreciation 6,723 6,517 5,243 4,276 2,896 Insurance and claims 1,639 1,594 1,738 1,624 1,060 Taxes and licenses 6,048 5,541 4,684 3,508 2,602 Supplies and other 3,010 2,775 2,247 1,509 1,046 Total operating expenses 53,066 47,182 39,112 28,194 20,213 Operating income 2,195 2,029 3,648 2,452 1,780 Interest expense 2,789 2,283 1,449 1,143 913 Income (loss) before income taxes (594) (254) 2,199 1,309 867 Income tax expense (benefit) (226) (97) 921 497 321 Income (loss) before change in acct principle (368) (157) 1,278 812 546 Cumulative effect of change in acct principle - - - (68) - Net income (loss) $ (368) $ (157) $ 1,278 $ 744 $ 546 Outstanding shares 1,836 1,830 1,825 1,817 1,725 Earnings (loss) per share $ (0.20) $ (0.09) $ 0.70 $ 0.41 $ 0.32 PERCENT OF REVENUE Operating revenue 100.0% 100.0% 100.0% 100.0% 100.0% Operating expenses Salaries, wages and benefits 40.5 40.3 37.2 35.2 34.4 Purchased transportation 5.3 4.9 4.9 2.7 3.8 Fuel 12.7 11.2 10.6 12.3 13.1 Maintenance 6.0 6.1 6.2 6.2 6.0 Depreciation 12.2 13.2 12.3 14.0 13.2 Insurance and claims 3.0 3.3 4.1 5.3 4.8 Taxes and licenses 10.9 11.3 11.0 11.4 11.8 Supplies and other 5.4 5.6 5.3 4.9 4.8 Total operating expenses 96.0 95.9 91.5 92.0 91.9 Operating income 4.0 4.1 8.5 8.0 8.1 Interest expense 5.1 4.6 3.4 3.7 4.2 Income (loss) before income taxes (1.1) (0.5) 5.1 4.3 3.9 Income tax expense (benefit) (0.4) (0.2) 2.1 1.7 1.5 Income (loss) before change in acct principle (0.7) (0.3) 3.0 2.6 2.4 Cumulative effect of change in acct principle - - - (0.2) - Net income (loss) (0.7) (0.3) 3.0 2.4 2.4 Financial Review 1996 Compared to 1995 Operating Revenue. Operating revenue increased by 12% to $55.3 million in 1996 from $49.2 million in 1995. The average number of tractors in service increased by 12% from 450 to 506 for the year . Revenue per loaded mile increased by 1.0% to $1.042 from $1.031. The company continued to allocate additional resources to the brokerage operation in 1996, resulting in a 25% increase in brokerage revenue to $3.3 million in 1996 from $2.6 million in 1995. Management expects the brokerage division to expand in 1997 as a result of increased marketing efforts. Operating Expenses. The operating ratio (total operating expenses as a percent of operating revenue) increased to 96.0% in 1996 compared to 95.9% in 1995. Salaries, wages and benefits increased to 40.5% of revenue in 1996 compared to 40.3% in 1995. The company increased wage rates for drivers twice in 1995 to attract and retain highly qualified and experienced drivers in a very competitive market. There were no increases in wage rates for drivers in 1996. Purchased transportation, which represents payments to other trucklines for hauling loads contracted through the company's brokerage division, was 5.3% of revenue compared to 4.9% in 1995 because of the 25% increase in brokerage revenue. As a percentage of brokerage revenue, purchased transportation was 90.1% in 1996 versus 92.5% in 1995. Fuel increased to 12.7% of revenue from 11.2% in 1995. The increase is primarily due to an increase in the average fuel cost per gallon ($1.17 in 1996 vs. $1.07 in 1995). The cost in 1996 is net of $220,000 of gain on fuel hedging contracts which were in the money as a result of higher fuel prices. Depreciation as a percent of revenue was 12.2% in 1996 compared to 13.2% in 1995. The increase is primarily a result of an extended holding period for tractors. In 1996, the company began depreciating its tractors straight line over 40 months to an estimated salvage value versus 36 months to an estimated salvage value in 1995. Insurance and claims decreased to 3.0% of revenue in 1996 from 3.3% in 1995. Effective January 1, 1996, the company's liability insurance carrier reduced its premium rate, reducing premiums by $115,000 in 1996. In addition, the company had a more favorable loss experience per mile in 1996. Supplies and other expenses decreased to 5.4% of revenue from 5.6% in 1995. In 1995, the company took a one- time charge of $171,000 to write off the cost of a stock offering which was withdrawn in June 1995 due to market conditions. Interest Expense. Interest expense increased to 5.1% of revenue in 1996 from 4.6% in 1995 as a result of higher debt levels. In 1996, 81% of the company's capital was interest bearing compared to 79% in 1995. Net Income (Loss). The net loss for 1996 was $368,000 or $0.20 per share compared to net loss of $157,000 or $0.09 per share in 1995. 1995 Compared to 1994 Operating Revenue. Operating revenue increased by 15% to $49.2 million in 1995 from $42.8 million in 1994. The average number of tractors in service increased by 30% from 345 to 450 for the year . Revenue per loaded mile decreased by 1.0% to $1.031 from $1.041 primarily due to an over capacity of trucks and weaker freight demand. Operating Expenses. The operating ratio increased to 95.9% in 1995 compared to 91.5% in 1994. Salaries, wages and benefits increased to 40.3% of revenue in 1995 compared to 37.2% in 1994. The company increased wage rates for drivers twice in 1995 to attract and retain highly qualified and experienced drivers in a very competitive market. The increased wages, combined with lower revenue rates per mile, caused the wages as a percent of revenue to increase. Fuel increased to 11.2% of revenue from 10.6% in 1994. The increase is primarily due to an increase in the average fuel cost per gallon ($1.07 in 1995 vs. $1.04 in 1994) and a decrease in revenue per mile. The fleet fuel economy improved to 5.53 miles per gallon in 1995 from 5.50 in 1994. Depreciation as a percent of revenue was 13.2% in 1995 compared to 12.3% in 1994. The increase as a percent of revenue in 1995 is a result of fixed expenses being spread over lower revenue per unit in 1995. Insurance and claims decreased to 3.3% of revenue in 1995 from 4.1% in 1994. Effective January 1, 1995, the company's liability insurance carrier reduced its premium rate from 0.0135% of revenue to 0.0101%, reducing premiums by $156,000 in 1995. In addition, the company had a more favorable loss experience per mile in 1995. Taxes and licenses as a percent of revenue increased to 11.3% from 11.0% in 1994, primarily as a result of lower revenue rates per mile in 1995. Supplies and other expenses increased to 5.6% of revenue from 5.3% in 1994, representing an increase in advertising for new drivers and a one-time charge of $171,000 to write off the cost of the withdrawn stock offering. Interest Expense. Interest expense increased to 4.6% of revenue in 1995 from 3.4% in 1994 as a result of lower revenue per mile in 1995. In addition, 79% of the company's capital was interest bearing in 1995 compared to 71% in 1994. Net Income (Loss). The net loss for 1995 was $157,000 or $0.09 per share compared to net income of $1,278,000 or $0.70 per share in 1994. Seasonality Seasonality causes variations in the operations of the company as well as industry-wide operations. Demand for the company's service is generally the highest during the summer and fall months. Historically, expenses are greater during the winter months when fuel costs are higher and fuel efficiency is lower. Inflation The effect of inflation on the company has not been significant during the last three years. An extended period of inflation could be expected to have an impact on the company's earnings by causing interest rates, fuel and other operating costs to increase. Unless freight rates could be increased on a timely basis, operating results could be adversely affected. Liquidity and Capital Resources The growth of the company's business has required significant investments in new revenue equipment acquired primarily through secured borrowings. Net capital expenditures, principally for revenue equipment, were $11.9 million, $18.0 million and $7.6 million for the years ended December 31, 1994, 1995 and 1996, respectively. Included in the 1996 figure is $1.6 million for on-board satellite communications equipment. The company plans to expand its fleet by 50 tractors in 1997, conditioned upon improvement in freight market conditions. At February 28, 1997, the company had conditional arrangements for 200 tractors (50 new units and 150 replacement units) at a cost of $16.0 million, as well as 190 new trailers (all replacement units) at a cost of $3.9 million. The company's capital expenditures will be financed through internally generated funds and secured borrowings. Historically, the company has obtained loans for its revenue equipment which are of shorter duration (three years for trailers, four years for tractors) than the economic useful lives of the equipment. While such loans have current maturities that tend to create working capital deficits that could adversely affect cash flows, management believes these factors are mitigated by the more attractive interest rates and terms available on these shorter maturities. This financing practice has been a significant cause of the working capital deficit which has existed since the company's inception. The company intends to continue to obtain loans with shorter maturities than the useful lives of its revenue equipment. However, beginning in 1997, the company will finance tractors over forty months to reflect the longer holding period. Trailers will be financed over sixty months. This method of financing can be expected to continue to produce working capital deficits in the future. The company's working capital deficit at December 31, 1996 was $11.5 million. Primarily due to the company's equity position and the potential for refinancing of both unencumbered and encumbered assets, working capital deficits historically have not been a barrier to the company's ability to borrow funds for operations and expansion. The company has a credit line of $5.5 million with its primary lending bank that bears interest at the prime lending rate. Borrowings under this line were $1.4 million at December 31, 1996 and $1.5 million of the available credit line was committed for letters of credit issued by the bank. The current line matures May 1, 1997 and is secured by accounts receivable. The company received commitments in December 1996 for up to $20 million of new revenue equipment financing. Of the anticipated new financing, 85% will be fixed rate debt. In the opinion of management, the company has adequate liquidity for the foreseeable future based upon funds expected to be generated from operations, the company's equity position, the potential for refinancing of assets owned by the company and the company's ability to obtain secured equipment financing. Other This annual report contains forward-looking statements that are based on current expectations and are subject to risks and uncertainties. Actual results could differ materially from current expectations due to a number of factors, including general economic conditions, competitive factors, pricing pressures and other risks described in the company's SEC reports. (Picture of OTR tractor omitted) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of OTR Express, Inc.: We have audited the accompanying balance sheets of OTR Express, Inc. (a Kansas corporation) as of December 31, 1996 and 1995, and the related statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OTR Express, Inc. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /S/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Kansas City, Missouri February 4, 1997 Balance Sheets OTR Express, Inc. At December 31 1996 1995 ASSETS CURRENT ASSETS Cash $ 43,107 $ 36,101 Accounts receivable, less allowance of $57,016 and $56,932 6,436,920 6,008,392 Fuel inventory 162,826 155,568 Prepaid expenses and other 1,038,207 693,401 TOTAL CURRENT ASSETS 7,681,060 6,893,462 PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation 42,894,525 41,989,346 TOTAL ASSETS $50,575,585 $48,882,808 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank note payable $ 1,389,000 $ 2,522,555 Accounts payable, trade 1,396,760 1,113,192 Accrued payroll and taxes 823,811 1,036,687 Other accrued expenses 1,180,900 1,068,992 Current portion of long-term debt 14,361,651 11,445,508 TOTAL CURRENT LIABILITIES 19,152,122 17,186,934 LONG-TERM DEBT 21,019,354 20,844,188 DEFERRED INCOME TAXES 1,599,014 1,695,772 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS' EQUITY Common stock, $.01 par value, 5,000,000 shares authorized, 1,842,209 and 1,835,209 issued 18,422 18,352 Additional paid-in capital 6,540,124 6,515,694 Retained earnings 2,283,284 2,651,604 Treasury stock, 6,690 and 5,136 shares (36,735) (29,736) TOTAL STOCKHOLDERS' EQUITY 8,805,095 9,155,914 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $50,575,585 $48,882,808 The notes to financial statements are an integral part of these statements. Statements of Operations OTR Express, Inc. For the Years Ended December 31 1996 1995 1994 Operating revenue Freight revenue $ 52,008,754 $ 46,615,804 $ 40,490,206 Brokerage revenue 3,251,842 2,595,318 2,269,373 Total operating revenue 55,260,596 49,211,122 42,759,579 Operating expenses Salaries, wages and benefits 22,394,911 19,837,132 15,911,573 Purchased transportation 2,930,271 2,401,605 2,093,512 Fuel 7,011,074 5,511,198 4,546,499 Maintenance 3,310,101 3,005,321 2,648,374 Depreciation 6,722,717 6,516,919 5,243,267 Insurance and claims 1,639,039 1,593,642 1,737,593 Taxes and licenses 6,047,748 5,541,240 4,683,752 Supplies and other 3,010,050 2,774,623 2,247,089 Total operating expenses 53,065,911 47,181,680 39,111,659 Operating income 2,194,685 2,029,442 3,647,920 Interest expense 2,788,749 2,283,107 1,449,202 Income (loss) before income taxes (594,064) (253,665) 2,198,718 Income tax expense (benefit) (225,744) (96,393) 920,815 Net income (loss) $ (368,320) $ (157,272) $ 1,277,903 Average common and common equivalent shares outstanding 1,835,650 1,830,246 1,825,118 Net income (loss) per share $ (0.20) $ (0.09) $ 0.70 The notes to financial statements are an integral part of these statements. Statements of Stockholders'Equity OTR Express, Inc. Preferred Common Additional Retained Treasury Total Stock Stock Paid-In Earnings Stock Stockholders' Capital Equity Balance, December 31, 1993 $258 $17,954 $6,417,834 $1,546,476 $(9,680) $7,972,842 Preferred stock converted to common stock (258) 258 - - - - Allocation of common stock held by ESOP - 70 66,430 - - 66,500 Preferred stock dividends - - - (15,503) - (15,503) Repurchase of common stock - - - - (810) (810) Net income - - - 1,277,903 - 1,277,903 Balance, December 31, 1994 - 18,282 6,484,264 2,808,876 (10,490) 9,300,932 Allocation of common stock held by ESOP - 70 31,430 - - 31,500 Repurchase of common stock - - - - (19,246) (19,246) Net loss - - - (157,272) - (157,272) Balance, December 31, 1995 - 18,352 6,515,694 2,651,604 (29,736) 9,155,914 Allocation of common stock held by ESOP - 70 24,430 - - 24,500 Repurchase of common stock - - - - (6,999) (6,999) Net loss - - - (368,320) - (368,320) Balance, December 31, 1996 $ - $18,422 $6,540,124 $2,283,284 $(36,735)$8,805,095 The notes to financial statements are an integral part of these statements. Statements of Cash Flows OTR Express, Inc. For the Years Ended December 31 1996 1995 1994 OPERATING ACTIVITIES Net income (loss) $ (368,320) $ (157,272) $ 1,277,903 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation 6,722,717 6,516,919 5,243,267 Deferred income taxes (225,744) (96,393) 920,815 ESOP expenses and other 24,500 31,500 66,500 Changes in certain working capital items Accounts receivable (428,528) (489,820) (1,553,553) Other assets (223,078) (145,111) (140,068) Accounts payable and accrued expenses 182,600 99,866 1,080,513 Net cash provided by operating activities 5,684,147 5,759,689 6,895,377 INVESTING ACTIVITIES Acquisition of property and equipment (11,335,083) (23,409,750) (13,867,295) Disposition of property and equipment 3,707,187 5,380,077 1,951,000 Other - - 127,870 Net cash used in investing activities (7,627,896) (18,029,673) (11,788,425) FINANCING ACTIVITIES Proceeds from issuance of long term debt 20,370,872 21,846,185 13,188,122 Repayments of long-term debt (17,279,563) (11,331,461) (8,558,763) Net increase (decrease) in bank notes payable (1,133,555) 1,790,000 277,125 Other (6,999) (19,246) (16,313) Net cash provided by financing activities 1,950,755 12,285,478 4,890,171 Net increase (decrease) in cash 7,006 15,494 (2,877) Cash, beginning of year 36,101 20,607 23,484 Cash, end of year $ 43,107 $ 36,101 $ 20,607 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 2,794,254 $ 2,271,420 $ 1,445,708 Cash paid (refunded) for income taxes, net (128,986) 250,637 16,693 The notes to financial statements are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The company is a long-haul, dry van, truckload carrier headquartered in Olathe, Kansas. The company is a contract carrier authorized by the Interstate Commerce Commission and various state authorities to transport general commodities through the continental United States. Pervasiveness of Estimates Management makes estimates and assumptions which affect the amounts reported in the financial statements and footnotes. Actual results could differ from those estimates. Revenue Recognition Operating revenue is recognized upon receipt of freight. Related transportation expenses, including driver wages, purchased transportation, fuel and fuel taxes, are accrued when the revenue is recognized. Management believes the difference between the company's method of revenue recognition, which is acceptable for generally accepted accounting principles, and the proportional recognition method, which is preferred, is not material to financial position or the results of operations. Cash Flows For the statements of cash flows, cash consists of cash on hand and demand deposits with financial institutions. Concentration of Credit The company's primary market includes medium and large sized full truckload shippers in the United States. Loads encompass all types of products for dry vans, excluding perishables. Credit is offered to all qualified customers. There are no predominant customers. Fuel Hedging The company purchases six month call options on No. 2 heating oil to manage exposure to fluctuations in diesel fuel prices. The options are carried at cost. Gains and losses are deferred and recognized as adjustments to fuel expense when the underlying hedged transactions (fuel purchases) occur. At December 31, 1996, option fair values totaled $127,000, deferred gains totaled $55,000 and notional amounts totaled $2,794,000. Property, Equipment and Depreciation Property and equipment are stated at cost. When equipment is sold, the gain or loss indicated is recognized. When equipment is traded, the basis of the new equipment is adjusted when necessary for any gain indicated. The cost of tires and tubes are capitalized as part of the tractors and trailers at the time of acquisition and depreciated as a component of the tractors and trailers. Replacement tires and tubes are charged to maintenance expense when installed. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Depreciation of property and equipment is computed using straight line methods and the following estimates useful lives: Assets Estimated Useful Lives Tractors 3.3 years Trailers 10 years Computer equipment, software and other property 5 - 12 years Buildings and improvements 31.5 - 40 years The company depreciates tractors to estimated salvage values, currently 48% to 51% of original cost. The company depreciates trailers to estimated salvage values, currently 21% to 28% of original cost. Stock Issued to ESOP Stock issued to the Employee Stock Ownership Plan (ESOP) is recorded at the estimated fair market value at the date of issuance. When stock held by the ESOP is allocated to participants, employee benefits expense is charged for the fair market value of the stock at the date of allocation. Insurance and Claims Accrued expenses include reserves for the estimated cost of claims for health, workers' compensation, personal injury, property damage, and cargo loss not covered by insurance. Reserves are established by management based on the most current information available regarding the accident or claim. Adjustments to previously established reserves, if required, are included in operating results. Management does not believe future adjustments to these reserves, if any, will have a significant impact on financial position or results of operations. Net Income (Loss) Per Share Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Common stock equivalents include the outstanding convertible preferred stock which was converted on December 30, 1994. Reclassification Certain amounts in the 1995 financial statements have been reclassified to conform with the presentation in the 1996 financial statements. 2. PROPERTY AND EQUIPMENT 1996 1995 Cost Tractors $39,261,365 $39,417,573 Trailers 10,352,234 9,134,981 Land 838,962 838,961 Buildings and improvements 2,879,459 1,573,485 Computers and onboard communications equipment 2,140,269 396,806 Construction-in-progress 5,014 554,165 Other 1,076,794 969,838 Total cost 56,554,097 52,885,809 Less accumulated depreciation 13,659,572 10,896,463 Net property and equipment $42,894,525 $41,989,346 3. BANK NOTE PAYABLE Bank note payable consists of lines of credit collateralized by accounts receivable. The company has a $5,500,000 line of credit limited to qualified accounts receivable, as defined, At December 31, 1996, $1,501,000 of the available line was allocated to outstanding letters of credit. The company has $2,029,000 available as of December 31, 1996. Borrowings on the line totaled $1,389,000 at December 31, 1996. The line bears interest at the prime rate (8.25% on December 31, 1996), and expires May 1, 1997, at which time the principal balance together with all accrued interest is payable. The weighted average interest rate on the line of credit for the years ended December 31, 1996 and 1995 was 8.5% and 8.2%, respectively. The annual average balance borrowed on the line of credit for the years ended December 31, 1996 and 1995 was $1,242,000 and $1,368,000, respectively. 4. LONG-TERM DEBT 1996 1995 Installment notes, 5.80% to 9.25% payable in monthly installments of principal and interest through December 2001, collateralized by tractors, trailers and computer equipment $33,824,958 $32,093,149 Installment notes, 7% to 8.75%, payable in monthly installments through January 2005, collateralized by land 1,556,047 196,547 35,381,005 32,289,696 Less current portion 14,361,651 11,445,508 Long-term debt $21,019,354 $20,844,188 Maturities of long-term debt are as follows: 1997 $14,361,651 1998 11,548,491 1999 6,657,472 2000 1,257,188 2001 1,396,318 Thereafter 159,885 $35,381,005 5. STOCKHOLDERS' EQUITY The company's preferred stock (25,839 shares) was converted to common stock on December 30, 1994 at the rate of one share of preferred stock for one share of common stock. Warrants to purchase 50,000 shares of common stock at a price of $6.00 per share expired unexercised on January 21, 1997. 6. STOCK OPTION PLAN The company has reserved 110,000 shares of its common stock for issuance to key management personnel and directors of the company under three stock option plans. The plans permit grants of nonqualified stock options. The option price cannot be lower than the fair market value of the stock at the date of grant. The options are exercisable over a period not to exceed 10 years from the date of grant (5 years for a more than 10% shareholder). The company applies Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its plan, and accordingly has not recognized compensation costs in its financial statements for such plans. Had compensation costs been recognized in accordance with Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation, the company's operating results would have been reported at the unaudited pro forma amounts indicated below : 1996 1995 Net loss: As reported $(368,320) $(157,272) Pro Forma $(388,216) $(191,017) Loss per share: As reported $ (0.20) $ (0.09) Pro Forma $ (0.21) $ (0.10) 6. STOCK OPTION PLAN (continued) The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for the 1996 and 1995 grants: 1996 1995 Dividend yield None None Expected volatility 36.3% 43.7% Risk-free interest rate 6.2% 5.4% Expected option life 3 Years 3 Years A summary of the company's stock option plans as of December 31, 1996 and changes during 1995 and 1996 is presented below. There were no options outstanding at December 31, 1994. Number of Number of Option price shares Shares Per Share Exercisable Granted during 1995 and outstanding at December 31, 1995 50,000 $5.25 - $6.00 21,333 Granted during 1996 30,000 $4.94 - $5.00 5,000 Outstanding at December 31, 1996 80,000 26,333 1996 1995 Fair value of options granted during the year $32,091 $54,428 Average remaining contract life 10 Years 9 Years 7. EMPLOYEE STOCK OWNERSHIP PLAN The company has a non-qualified ESOP which enables eligible employees to acquire shares of the company's common stock. The cost of the ESOP is borne by the company. In each of the years 1996, 1995 and 1994, 7,000 shares of stock held by the ESOP were allocated to participants, resulting in ESOP expense of $24,500, $31,500 and $66,500 for the years ended December 31, 1996, 1995 and 1994, respectively. The Board of Directors has approved additional allocations of 7,000 shares per year through 1997. No provision has been made in the financial statements for future contributions of stock to the Plan or for allocation of additional shares to the participants. 8. INCOME TAXES Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets and liabilities are comprised of the following at December 31: 1996 1995 Deferred tax assets Claims and other reserves $ 378,341 $ 309,698 Net operating loss carryforward 2,023,708 185,986 Other 182,655 286,403 2,584,704 782,087 Deferred tax liabilities Property and equipment 3,983,038 2,269,890 Revenue 200,680 207,969 4,183,718 2,477,859 Net deferred tax liability $ 1,599,014 $ 1,695,772 A reconciliation between the provision for income taxes and the expected taxes using the federal statutory rate of 34% follows: 1996 1995 1994 Tax expense (benefit) at federal statutory rate $(201,982) $(86,246) $747,564 State income tax expense (benefit) (23,762) (10,147) 87,949 Other - - 85,302 Income tax expense (benefit) $(225,744) $(96,393) $920,815 The provision for income taxes consists of the following: 1996 1995 1994 Deferred tax expense (benefit) Federal $(201,981) $(86,246) $832,866 State (23,763) (10,147) 87,949 $(225,744) $(96,393) $920,815 The company has available net operating loss carryforwards of approximately $5,326,000 for regular income tax purposes expiring through 2011. 9. COMMITMENTS AND CONTINGENCIES Various legal actions, claims and assessments are pending against the company. It is the opinion of management that these actions will have no significant impact on the company's financial condition or its results of operations. Under an agreement with its auto liability insurance carrier, the company retains the first $100,000 of paid losses for any single occurrence involving cargo, personal injury or property damage. Liability in excess of these amounts is generally assumed by the carrier. The agreement with the carrier is collateralized by letters of credit totaling $301,000 and deposits of $29,750. Prior to January 1, 1995, the company retained the first $50,000 of paid losses and a portion of loss adjusting expense up to $50,000 for any single occurrence. The company is self-insured for workers' compensation through a program with the State of Kansas. All claims are processed by a third party administrator and the company will pay all losses and loss adjusting expense. The company carries an excess reinsurance policy that will limit the company's losses to $250,000 per occurrence and $10,000,000 aggregate per year. (Picture of OTR tractor omitted) Board of Directors Executive and Other Officers William P. Ward William P. Ward Chairman of the Board and President and President Chief Executive Officer OTR Express, Inc. Gary J. Klusman Gary J. Klusman Executive Vice President Executive Vice President OTR Express, Inc. Janice Kathryn Ward Janice Kathryn Ward Vice President Compensation and Vice President Compensation and Administration, Secretary Administration, Secretary OTR Express, Inc. Dr. James P. Anthony Steven W. Ruben Radiologist Vice President Finance and Carondelet Radiology Group Chief Financial Officer Frank J. Becker Christine D. Schowengerdt President Treasurer Becker Investments, Inc. Terry G. Christenberry Carolyn J. Davidson President Administrative Vice President and Christenberry, Collet & Co., Inc. Assistant Secretary Charles M. Foudree Gary L. Hinkle Executive Vice President - Finance Vice President Fleet Management Harmon Industries, Inc. Dean W. Graves Susan K. Raymond Owner, Dean Graves, FAIA Vice President Dispatch Management Architectural Firm Dr. Ralph E. MacNaughton Marc E. Hirschmann Physician, Retired Vice President Maintenance & Purchasing Carondelet Radiology Group Paul A. MacNaughton Vice President Management Information Systems Chip Seitz Vice President OTR Services Photography by: Eric T. Janzen Larry Andrew, Andrew Photography (p. 3)Vice President Marketing Attig Photography Studio (p. 5) and OTR Express Managers QUARTERLY FINANCIAL DATA 1996 (In thousands except per share data) Mar 31 Jun 30 Sep 30 Dec 31 Year Unaudited INCOME STATEMENT Operating revenue $13,033 $13,406 $14,470 $14,352 $55,261 Operating expenses Salaries, wages and benefits 5,404 5,256 5,828 5,907 22,395 Purchased transportation 647 734 702 847 2,930 Fuel 1,639 1,696 1,687 1,989 7,011 Maintenance 804 793 835 878 3,310 Depreciation 1,699 1,755 1,730 1,539 6,723 Insurance and claims 392 361 417 469 1,639 Taxes and licenses 1,523 1,441 1,554 1,530 6,048 Supplies and other 623 663 810 914 3,010 Total operating expenses 12,731 12,699 13,563 14,073 53,066 Operating income 302 707 907 279 2,195 Interest expense 692 646 721 730 2,789 Income (loss) before income taxes (390) 61 186 (451) (594) Income tax expense (benefit) (168) 25 82 (165) (226) Net income (loss) $ (222) $ 36 $ 104 $ (286) $ (368) Outstanding shares 1,836 1,836 1,836 1,836 1,836 Earnings (loss) per share $ (0.12) $ 0.02 $ 0.06 $ (0.16) $ (0.20) PERCENT OF REVENUE Operating revenue 100.0% 100.0% 100.0% 100.0% 100.0% Operating expenses Salaries, wages and benefits 41.5 39.2 40.3 41.2 40.5 Purchased transportation 5.0 5.5 4.8 5.9 5.3 Fuel 12.6 12.7 11.6 13.9 12.7 Maintenance 6.2 5.9 5.8 6.1 6.0 Depreciation 13.0 13.1 12.0 10.7 12.2 Insurance and claims 3.0 2.7 2.9 3.3 3.0 Taxes and licenses 11.7 10.7 10.7 10.7 10.9 Supplies and other 4.7 4.9 5.6 6.3 5.4 Total operating expenses 97.7 94.7 93.7 98.1 96.0 Operating income 2.3 5.3 6.3 1.9 4.0 Interest expense 5.3 4.8 5.0 5.0 5.1 Income (loss) before income taxes (3.0) 0.5 1.3 (3.1) (1.1) Income tax expense (benefit) (1.3) 0.2 0.6 (1.1) (0.4) Net income (loss) (1.7) 0.3 0.7 (2.0) (0.7) QUARTERLY FINANCIAL DATA 1995 (In thousands except per share data) Mar31 Jun 30 Sep 30 Dec 31 Year Unaudited INCOME STATEMENT Operating revenue $11,595 $11,819 $12,581 $13,216 $49,211 Operating expenses Salaries, wages and benefits 4,560 4,671 5,186 5,420 19,837 Purchased transportation 701 586 558 557 2,402 Fuel 1,214 1,329 1,408 1,560 5,511 Maintenance 720 778 791 716 3,005 Depreciation 1,383 1,653 1,721 1,760 6,517 Insurance and claims 405 401 361 427 1,594 Taxes and licenses 1,269 1,301 1,425 1,546 5,541 Supplies and other 569 656 850 700 2,775 Total operating expenses 10,821 11,375 12,300 12,686 47,182 Operating income 774 444 281 530 2,029 Interest expense 445 547 619 672 2,283 Income (loss) before income taxes 329 (103) (338) (142) (254) Income tax expense (benefit) 130 (37) (136) (54) (97) Net income (loss) $ 199 $ (66) $ (202) $ (88) $ (157) Outstanding shares 1,831 1,830 1,830 1,830 1,830 Earnings (loss) per share $ 0.11 $ (0.04) $ (0.11) $ (0.05) $ (0.09) PERCENT OF REVENUE Operating revenue 100.0% 100.0% 100.0% 100.0% 100.0% Operating expenses Salaries, wages and benefits 39.3 39.5 41.2 41.0 40.3 Purchased transportation 6.0 5.0 4.4 4.2 4.9 Fuel 10.5 11.2 11.2 11.8 11.2 Maintenance 6.2 6.6 6.3 5.4 6.1 Depreciation 11.9 14.0 13.7 13.3 13.2 Insurance and claims 3.5 3.4 2.9 3.2 3.3 Taxes and licenses 11.0 11.0 11.3 11.7 11.3 Supplies and other 4.9 5.6 6.8 5.3 5.6 Total operating expenses 93.3 96.2 97.8 96.0 95.9 Operating income 6.7 3.8 2.2 4.0 4.1 Interest expense 3.8 4.6 4.9 5.1 4.6 Income (loss) before income taxes 2.8 (0.9) (2.7) (1.1) (0.5) Income tax expense (benefit) 1.1 (0.3) (1.1) (0.4) (0.2) Net income (loss) 1.7 (0.6) (1.6) (0.7) (0.3) Stockholder Information At March 1, 1997, there were 179 stockholders of record. Since many stockholders hold their certificates in "street name," management estimates the number of individual stockholders is approximately 1,000. Price Range of Stock The company's common stock is traded on The Nasdaq Stock Market/National Market System under the symbol OTRX. The following table sets forth for the periods indicated the high and low sale prices of the common stock, as reported by The Nasdaq Stock Market. 1995 Period Stock Price (Low-High) Jan 1 to Mar 31, 1995 $7.500 - $10.250 Apr 1 to Jun 30, 1995 $6.250 - $9.250 Jul 1 to Sep 30, 1995 $4.500 - $7.500 Oct 1 to Dec 31, 1995 $4.250 - $5.500 1996-1997 Period Stock Price (Low-High) Jan 1 to Mar 31, 1996 $4.250 - $5.000 Apr 1 to Jun 30, 1996 $4.500 - $5.750 Jul 1 to Sep 30, 1996 $4.875 - $5.875 Oct 1 to Dec 31, 1996 $3.250 - $5.375 Jan 1 to Feb 28, 1997 $3.000 - $4.000 To date, the company has not declared or paid any dividends on its Common Stock and presently does not anticipate paying any such dividends in the foreseeable future. It is management's present intention to retain future earnings, if any, for use in its business. Stockholder Information Corporate Offices Transfer Agent OTR Express, Inc. UMB Bank of Kansas City, N.A. 804 N. Meadowbrook Drive Securities Tranfer Division Olathe, Kansas 66062 P.O. Box 410064 (913) 829-1616 Kansas City, Missouri 64141-0064 Mailing address: P.O. Box 2819 Indepedendent Auditors Olathe, KS 66063-0819 Arthur Andersen LLP 911 Main Suite 1500 Kansas City, Missouri 64105 Annual Meeting General Counsel The annual meeting of the stockholders Bryan Cave LLP will be at 7:00 p.m., Thursday, 7500 College Boulevard May 1, 1997, at the Doubletree Hotel, Suite 1100 10100 College Boulevard, Overland Park, Overland Park, Ks. 66210 Kansas Form 10-K Common Stock Listing Stockholders may receive a copy of OTR Express, Inc. common stock the company's 1996 Annual Report to is traded on the NASDAQ National the Securities and Exchange Commission Market System under the on Form 10-K free of charge by writing symbol: OTRX to: Investor Relations 804 N. Meadowbrook Dr. P.O. Box 2819 Olathe, Kansas 66063 OTR Express, Inc. 804 N. Meadowbrook Drive Olathe, Kansas 66063-0819 1-913-829-1616 Fax 1-913-829-0622 (Back Cover picture of OTR tractor omitted)