-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nv5WcRIJ45nq2SZJdhoh5JvAnSIovvkWA4TPxH9BXKaeNprjGcMe7OFoNOX+/igS DZB149ToMy8qkEkM+ddCqQ== 0001000577-01-500010.txt : 20010824 0001000577-01-500010.hdr.sgml : 20010824 ACCESSION NUMBER: 0001000577-01-500010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010823 ITEM INFORMATION: Other events FILED AS OF DATE: 20010823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMON TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0001000577 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 870545608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27208 FILM NUMBER: 1722059 BUSINESS ADDRESS: STREET 1: 5175 W 2100 SOUTH STREET 2: P O BOX 26297 CITY: WEST VALLEY CITY STATE: UT ZIP: 84123 BUSINESS PHONE: 8007779100 MAIL ADDRESS: STREET 1: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0297 8-K 1 f8k0823.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): June 30, 2001 SIMON TRANSPORTATION SERVICES INC. (Exact name of registrant as specified in its charter) Nevada 0-27208 87-0545608 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 5175 West 2100 South, West Valley City, Utah 84120 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (801) 924-7000 N/A (Former name or former address, if changed since last report.) ITEM 5. Other Events A. Preferred Stock and Warrant Issuance Simon Transportation Services Inc., a Nevada corporation ("Simon"), is the reporting company under this Form 8-K. On June 30, 2001, the Moyes Children's Limited Partnership (the "Partnership") had advanced $6,674,682.25 to Simon (the "Outstanding Amont"). Simon requested, and the Partnership agreed, to convert the Outstanding Amount into (i) 190,705 shares of Simon's Series I Preferred Shares ("Preferred Shares") and (ii) a warrant to purchase 190,705 Series I Preferred Shares for $35.00 per share (the "Warrant"). Each Series I Preferred Share will be convertible into ten (10) shares of Simon's Class A Common Stock upon the earliest to occur of (i) September 30, 2001, (ii) a change-in-control of Simon, or (iii) a sale of all or substantially all of the assets of Simon and its subsidiaries. A disinterested committee of the Board of Directors and a majority of the stockholders of Simon approved the conversion of the Outstanding Amount into equity and issuance of the Warrant. A copy of the Certificate of Designation setting forth the preferences, rights, and limitations of Simon's Series I Preferred Shares is incorporated herein by reference to Exhibit 4.3 of Simon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. The press release announcing the issuance of the Preferred Shares and the Warrant is attached hereto as Exhibit 99.1. A copy of (i) the Subscription Agreement for the purchase of the Preferred Shares and (ii) the Warrant are incorporated herein by reference to Exhibits 10.8 and 10.9, respectively, of Simon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. B. Press Release Typographical Correction Simon also provides notice that the press release attached as Exhibit 99.1 corrects a typographical error in the Condensed Consolidated Statements of Operations attached to the press release. The column heading as revised in the corrected press release attached reads, "For the Nine Months Ended June 30, 2001, and June 30, 2000," rather than erroneously referring to a six month period. ITEM 7. Material to be filed as Exhibits The following documents are filed as exhibits: Exhibit Description - -------------------------------------------------------------------------------- 4 Certificate of Designation incorporated by reference to Exhibit 4.3 of Simon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 - -------------------------------------------------------------------------------- 99.1 Press Release dated August 21, 2001 - -------------------------------------------------------------------------------- 99.2 Subscription Agreement incorporated by reference to Exhibit 10.8 of Simon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 - -------------------------------------------------------------------------------- 99.3 Warrant incorporated by reference to Exhibit 10.9 of Simon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 - -------------------------------------------------------------------------------- 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. SIMON TRANSPORTATION SERVICES INC. Date: August 23, 2001 By: /s/ Alban B. Lang --------------------------------------- Alban B. Lang, Chief Financial Officer, Treasurer, and Secretary EX-99 3 prel0821.txt PRESS RELEASE SIMON TRANSPORTATION REPORTS FISCAL THIRD QUARTER 2001 RESULTS AND EQUITY INVESTMENT BY MOYES PARTNERSHIP SALT LAKE CITY, UTAH (PR Newswire) August 21, 2001 ----- Simon Transportation Services Inc. (Nasdaq/NMS: SIMN) announced today revenue and operating results for the third quarter of fiscal 2001 and the nine months ended June 30, 2001. Revenue for the third quarter increased 22.6% to $74.7 million, compared with $60.9 million for the corresponding quarter of fiscal year 2000. Net loss was $9.5 million, or $1.56 per diluted share, compared with a net loss of $267,000, or $0.04 cents per diluted share, for the corresponding quarter a year ago. For the first nine months of fiscal 2001, revenue increased 20.2% to $204.3 million compared with $170.0 million for the corresponding period in fiscal 2000. Net loss was $21.3 million, or $3.49 per diluted share, compared with a net loss of $331,000, or $0.05 per diluted share in the fiscal 2000 period. Chief Executive Officer Jon Isaacson stated, "The Company's financial results were impacted significantly by high fuel costs, increased insurance and claims expense, and soft freight demand. The soft freight demand contributed to poor equipment utilization, increased empty miles, and an inability to raise freight rates. Higher driver wages also hurt profitability. The increase in wages has contributed to a more experienced driver base, lower turnover, and better customer service. Although these benefits did not fully offset the cost during the quarter, service to our customers continues to improve. As a result, we have added several new national accounts to our customer base and expect to obtain additional benefits in the future. While management focused on operational issues, the Company also received financial support on several fronts. During the quarter, certain entities controlled by the family of Jerry Moyes, our Chairman of the Board, advanced approximately $13.7 million to the Company for equipment purchases and general corporate purposes. At June 30, the Moyes partnership converted $6.7 million of the advances into equity in the form of preferred stock and preferred stock warrants. The remaining $7.0 million advance was repaid after the end of the quarter. The preferred stock was sold for a purchase price of $35 per share, and each share is convertible into ten shares of Class A Common Stock. The Company is negotiating with a corporation controlled by Mr. Moyes concerning the terms of an additional $2.0 million investment commitment. The Company also increased its borrowing capacity by refinancing its line of credit and real estate loan. Mr. Moyes personally guaranteed a significant amount of the Company's borrowing." Simon Transportation is a truckload carrier providing nationwide, predominantly temperature-controlled transportation services for major shippers. The Company's Class A Common Stock trades on the Nasdaq National Market under the symbol "SIMN". For additional information contact: Alban B. Lang, Chief Financial Officer (801) 924-7000 Except for the historical information contained herein, this press release, statements by the Company in reports to its stockholders and public filings, and oral public statements by Company representatives, contain forward-looking statements that involve risk, assumptions, and uncertainties that are difficult to predict. Words such as "anticipate," "believe," "estimate," "project," "may," "could," "expects," "likely," variations of these words, and similar expressions, are intended to identify such forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. The Company's actual results could differ materially from those discussed herein. Without limitation, factors that could cause or contribute to such differences include economic recessions or downturns in customers' business cycles, excessive increases in capacity within truckload markets, surplus inventories, decreased demand for transportation services offered by the Company, increases or rapid fluctuations in inflation, interest rates, fuel prices and fuel hedging, the availability and costs of attracting and retaining qualified drivers and owner-operators, increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims, seasonal factors such as harsh weather conditions that increase operating costs, the resale value of used equipment, the Company's ability to access adequate sources of capital, and the ability to negotiate, consummate, and integrate acquisitions. Readers should review and consider the various disclosures made by the Company in this press release and in its reports to its stockholders and periodic reports on Forms 10-K and 10-Q. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Jun 30, 2001 Sep 30, 2000 ----------------- --------------- ASSETS Current Assets: Cash $ 13,432,325 $ 3,331,119 Accounts receivable, net 33,743,441 29,932,630 Operating supplies 1,240,425 1,330,462 Prepaid expenses and other 8,288,642 6,657,644 ----------------- --------------- Total current assets 56,704,833 41,251,855 ----------------- --------------- Property & Equipment 73,754,658 73,788,102 Less Accumulated Depreciation (25,481,090) (24,384,568) ----------------- --------------- 48,273,568 49,403,534 ----------------- --------------- Other Assets 2,188,572 451,603 ----------------- --------------- $ 107,166,973 $ 91,106,992 ================= =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current debt & capitalized leases $ 12,138,893 $ 3,437,120 Accounts payable & accrued expenses 24,989,869 21,844,631 ----------------- --------------- Total current liabilities 37,128,762 25,281,751 Long-Term Debt & Capitalized Leases 35,237,169 16,376,791 Deferred Income Taxes 4,604,318 4,604,318 Stockholders' Equity 30,196,724 44,844,132 ----------------- --------------- $ 107,166,973 $ 91,106,992 ================= ===============
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended For the Nine Months Ended Jun 30, 2001 Jun 30, 2000 Jun 30, 2001 Jun 30, 2000 ------------- -------------- -------------- --------------- Operating Revenue $ 74,736,534 $ 60,947,670 $ 204,309,707 $ 169,966,928 ------------- -------------- -------------- --------------- Operating Expenses: Salaries, wages, and benefits 29,259,120 24,720,374 81,104,883 69,483,898 Fuel & fuel taxes 16,195,058 13,824,960 45,506,927 36,394,774 Operating supplies and expenses 10,431,763 7,221,985 28,352,050 20,466,909 Taxes and licenses 2,575,346 1,682,139 7,145,317 5,072,350 Insurance and claims 4,729,324 1,925,803 11,937,846 4,937,940 Communications and utilities 1,512,129 1,003,943 4,116,270 2,811,961 Depreciation and amortization 1,194,262 1,060,415 3,791,196 3,245,230 Rent 17,555,910 9,590,497 42,013,267 26,993,666 ------------- -------------- -------------- --------------- Total operating expenses 83,452,912 61,030,116 223,967,756 169,406,728 ------------- -------------- -------------- --------------- Operating (loss) earnings (8,716,378) (82,446) (19,658,049) 560,200 Net interest expense (805,030) (335,444) (1,683,591) (1,076,992) ------------- -------------- -------------- --------------- Loss before provision for income taxes (9,521,408) (417,890) (21,341,640) (516,792) Benefit for income taxes - 150,440 - (186,045) ------------- -------------- -------------- --------------- Net loss $ (9,521,408) $ (267,450) $ (21,341,640) $ (330,747) ============= ============== ============== =============== Basic net loss per common share $ (1.56) $ (0.04) $ (3.49) $ (0.05) Diluted net loss per common share $ (1.56) $ (0.04) $ (3.49) $ (0.05) Basic weighted average common shares outstanding 6,115,109 6,110,109 6,114,944 6,110,109 Diluted weighted average common shares outstanding 6,115,109 6,110,109 6,114,944 6,110,109
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