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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 16, 2001
OTR EXPRESS, INC.
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(Exact name of registrant as specified in charter)
KANSAS 1-19773 48-0993128
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
804 N. MEADOWBROOK DRIVE, OLATHE, KS 66062
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(Address of Principal Executive Offices) (Zip Code)
(913) 829-1616
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
OLATHE, KS (May 15, 2001) - OTR Express, Inc. (AMEX: OTR (delisting pending)), a
nationwide truckload carrier and logistics company, today reported a net loss of
$2,360,000, or $1.32 per share (basic and diluted) for the first quarter ended
March 31, 2001, compared to a net loss of $814,000 or $0.46 per share (basic and
diluted) in 2000. The year 2001 results include a $0.01 per share charge for the
cumulative effect of changing the way the company accounts for its derivatives.
The year 2000 results include a $0.02 per share charge for the cumulative effect
of changing the way the company recognizes revenue.
Revenues for the quarter decreased 39 percent to $12,815,000 from $20,977,000 in
2000. The Company's loss from operations was $1,531,000 compared to $327,000 in
2000.
On May 9, 2001, OTR announced that it is ceasing operations within sixty days
and will be liquidating the Company and that shareholders should not expect any
distributions in such liquidation.
The decline in revenue is primarily a result of the previously announced
downsizing of its fleet during the quarter and the consolidation of its rail
logistics division into the logistics division at its home office in Olathe,
Kansas, eliminating an office in Salt Lake City, Utah.
According to President and CEO William P. Ward, "As we previously reported, our
first quarter results reflect a net loss. This loss was brought on by various
factors, including high fuel costs, weaker freight demand and higher insurance
costs."
The Company also reported today the results of its 2001 Annual Meeting of
Shareholders. At the meeting, shareholders elected all three Class C Directors
and ratified the selection of Arthur Andersen LLP as the Company's independent
auditors for 2001. Shareholders rejected a shareholder proposal concerning
declassification of the Company's staggered board of directors.
After the meeting, the Company accepted the resignation of four of its seven
directors, namely Dr. Ralph E. MacNaughton, Dr. James P. Anthony, Charles M.
Foudree and Terry G. Christenberry. The Company's three remaining
directors---William P. Ward, Janice K. Ward and Dean W. Graves---are expected to
serve as directors during the Company's previously announced closing of
business. "Considering the limited role of the board in the activities needed to
wind down operations, it was difficult to justify maintaining
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seven directors on the board," remarked Mr. Ward. "OTR expresses its
appreciation to Messrs. MacNaughton, Anthony, Foudree and Christenberry for
their years of dedicated and steadfast service."
OTR previously announced that shareholders should not expect to receive any
distribution in the liquidation of the company, and that OTR has sought
delisting of its shares of common stock from trading on the American Stock
Exchange. It is possible that a trading market for the shares of common stock
will soon commence over the counter (OTC), but there can be no assurance that
sufficient interest in the stock will exist to substantiate such market.
OTR Express, Inc. is a nationwide dry-van truckload carrier serving customers
throughout the 48 states. For further information, please contact Steve Ruben,
chief financial officer, OTR Express, Inc., at (913) 829-1616, extension 3102 or
visit the company's website at WWW.OTRX.COM.
SUMMARY OF RESULTS
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(in thousands, except per share amounts)
Quarter Ended
3/31/01 3/31/00 % Decr
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Revenue $12,815 $20,977 (39%)
Operating income (loss) (1,531) (327)
Net income (loss) (2,360) (814)
EPS-basic and diluted (1.32) (0.46)
Average shares outstanding
Basic 1,782 1,782
Diluted 1,782 1,782
Various statements in this press release regarding the company's business which
are not historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements 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 and
market conditions, regulatory issues, fuel price volatility, pricing pressures,
the availability and compensation of qualified drivers and owner operators,
availability of cost-effective financing, interest rate fluctuations, the
ability of the Company to realize the benefits of its wind down plan, tractor
and trailer resale values and other factors. Readers should review
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and consider the various disclosures made by the company in this press release,
in its reports to stockholders, and periodic reports on Form 10-K, 10-Q and 8-K
filed with the Securities and Exchange Commission (SEC). The Company undertakes
no obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
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OTR EXPRESS, INC.
STATEMENTS OF OPERATIONS
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Three Months Ended
March 31
(Unaudited) 2001 2000
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OPERATING REVENUE
Freight revenue 11,642,895 18,516,184
Logistics revenue 1,172,288 2,460,959
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Total operating revenue 12,815,183 20,977,143
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OPERATING EXPENSES
Salaries, wages and benefits 5,041,798 7,469,839
Purchased transportation 2,580,164 4,728,253
Fuel 1,467,016 2,233,918
Maintenance 608,238 1,022,645
Depreciation 1,682,934 2,133,279
Insurance and claims 597,836 583,053
Taxes and licenses 1,217,567 1,934,668
Supplies and other 1,007,969 1,198,188
Write down of equipment 142,926 -
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Total operating expenses 14,346,448 21,303,843
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Operating income (loss) (1,531,265) (326,700)
Interest expense 805,817 935,229
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Income (loss) before income taxes and cumulative effect
of accounting changes (2,337,082) (1,261,929)
Income tax expense (benefit) - (479,729)
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Income (loss) before cumulative effect of accounting changes (2,337,082) (782,200)
Cumulative effect on prior year of change in revenue
recognition method, less related income tax effect - 31,442
Cumulative effect on prior year of change in method of
accounting for derivatives and hedging activities 22,552 -
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Net loss $ (2,359,634) $ (813,642)
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Weighted average number of shares
Basic 1,782,022 1,782,129
Diluted 1,782,022 1,782,259
Earnings (loss) per share before cumulative effect of
accounting changes
Basic $ (1.31) $ (0.44)
Diluted (1.31) (0.44)
Earnings (loss) per share
Basic $ (1.32) $ (0.46)
Diluted (1.32) (0.46)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OTR EXPRESS, INC.
Date: May 16, 2001 By: /s/ William P. Ward
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William P. Ward
President and Chief Executive Officer