UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000 Commission file Number 0-14781 M.S. CARRIERS, INC. (Exact name of Registrant as specified in its charter.) Tennessee 62-1014070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3171 Directors Row, Memphis, TN 38131 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (901) 332-2500 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date (August 1, 2000): Common stock, $.01 per share: 11,150,001 shares -1- M.S. Carriers, Inc. Index to Form 10-Q Contents Part I - Financial Information Item 1 - Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999............................................. 3 Consolidated Statements of Income for the Three Months Ended June 30, 2000 and 1999 and the Six Months Ended June 30, 2000 and 1999........................................ 5 Consolidated Statement of Stockholders' Equity for the Six Months Ended June 30, 2000.................................... 6 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999.................................. 7 Notes to Consolidated Financial Statements...................... 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 10 Item 3 - Quantitative and Qualitative Disclosure About Market Risk................................................... 14 Part II - Other Information Item 1 - Legal Proceedings...................................... 15 Item 2 - Changes in Securities.................................. 15 Item 3 - Defaults Upon Senior Securities........................ 15 Item 4 - Submission of Matters to a Vote of Security Holders.... 15 Item 5 - Other Information...................................... 15 Item 6 - Exhibits and Reports on Form 8-K....................... 15 Signatures...................................................... 16 -2- PART I - Financial Information Item 1. Financial Statements (Unaudited) M.S. Carriers, Inc. Consolidated Balance Sheets June 30 December 31 2000 1999 ------------------------------------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 437,072 $ 242,606 Accounts receivable: Trade, net 93,663,746 74,235,169 Officers and employees 1,628,555 1,372,312 ------------------------------------- 95,292,301 75,607,481 Recoverable income taxes 323,491 4,391,692 Deferred income taxes 9,301,000 9,558,000 Prepaid expenses and other 10,936,533 6,627,602 ------------------------------------- Total current assets 116,290,397 96,427,381 Property and equipment: Land and land improvements 8,566,865 8,563,092 Buildings 33,859,641 33,853,177 Revenue equipment 571,562,303 538,170,367 Service equipment and other 53,502,343 50,764,814 Construction in progress 11,017,372 7,051,494 ------------------------------------- 678,508,524 638,402,944 Less accumulated depreciation and amortization 181,847,966 157,129,859 ------------------------------------- 496,660,558 481,273,085 Other assets 15,542,740 13,832,915 ------------------------------------- Total assets $628,493,695 $591,533,381 ===================================== See accompanying notes. -3- M.S. Carriers, Inc. Consolidated Balance Sheets (continued) June 30 December 31 2000 1999 -------------------------------------- (Unaudited) Liabilities and stockholders' equity Current liabilities: Trade accounts payable $11,296,905 $ 7,300,275 Accrued compensation and related costs 5,790,157 5,625,679 Accrued expenses 16,232,674 16,562,822 Claims payable 19,260,597 19,914,990 Current maturities of long-term debt 48,257,004 39,189,255 -------------------------------------- Total current liabilities 100,837,337 88,593,021 Long-term debt, less current maturities 240,582,817 202,404,874 Deferred income taxes 67,996,144 65,325,276 Stockholders' equity: Common stock Authorized shares - 20,000,000 Issued and outstanding shares - 11,031,501 at June 30, 2000 and 12,301,601 at December 31, 1999 110,315 123,016 Additional paid-in capital 59,384,919 66,222,158 Retained earnings 161,669,866 170,952,739 Cumulative other comprehensive loss (2,087,703) (2,087,703) -------------------------------------- Total stockholders' equity 219,077,397 235,210,210 -------------------------------------- Total liabilities and stockholders' equity $628,493,695 $591,533,381 ====================================== See accompanying notes. -4- M.S. Carriers, Inc. and Subsidiaries Consolidated Statements of Income (Unaudited) Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ----------------------------------------------------------------- Operating revenues $180,002,316 $153,596,736 $344,172,008 $296,411,211 Operating expenses: Salaries, wages and benefits 57,979,715 45,412,447 111,022,236 89,710,562 Operations and maintenance 30,816,774 23,436,715 59,429,058 46,310,696 Taxes and licenses 4,035,237 3,168,266 7,261,195 6,855,587 Insurance and claims 5,383,680 5,482,793 10,375,153 10,283,413 Communications and utilities 2,144,868 2,073,928 4,216,056 3,747,396 Depreciation and amortization 18,516,028 14,965,941 36,724,513 29,562,807 Gain on disposals of revenue equipment (478,959) (333,460) (491,893) (1,146,797) Rent and purchased transportation 46,043,323 43,339,037 88,960,349 82,189,814 Other 1,447,401 1,388,888 2,694,592 2,905,574 ----------------------------------------------------------------- Total operating expenses 165,888,067 138,934,555 320,191,259 270,419,052 ----------------------------------------------------------------- Operating income 14,114,249 14,662,181 23,980,749 25,992,159 Other expense (income): Interest expense 5,156,438 2,936,302 8,580,539 5,836,922 Other (615,948) (1,248,666) (1,246,309) (1,708,322) ----------------------------------------------------------------- 4,540,490 1,687,636 7,334,230 4,128,600 ----------------------------------------------------------------- Income before income taxes 9,573,759 12,974,545 16,646,519 21,863,559 Income taxes 3,397,264 4,605,963 5,855,736 7,761,563 ----------------------------------------------------------------- Net income $ 6,176,495 $ 8,368,582 $ 10,790,783 $ 14,101,996 ================================================================= Basic earnings per share $0.54 $0.68 $0.72 $1.15 ================================================================= Diluted earnings per share $0.53 $0.65 $0.91 $1.10 ================================================================= See accompanying notes. -5- M.S. Carriers, Inc. Consolidated Statement of Stockholders' Equity (Unaudited) Six Months Ended June 30, 2000 Cumulative Common Stock Paid-In Retained Other Compre- Shares Amount Capital Earnings hensive Loss Total --------------------------------------------------------------------------------- Balance at January 1, 2000 12,301,601 $123,016 $66,222,158 $170,952,739 $(2,087,703) $235,210,210 Net income 10,790,783 10,790,783 Repurchase of common stock (1,270,100) (12,701) (6,837,239) (20,073,656) (26,923,596) --------------------------------------------------------------------------------- Balance at June 30, 2000 11,031,501 $110,315 $59,384,919 $161,669,866 $(2,087,703) $219,077,397 ================================================================================= See accompanying notes. -6- M.S. Carriers, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30 2000 1999 ----------------------------------------- Operating activities Net income $10,790,783 $14,101,996 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 36,724,513 29,562,807 Gain on disposals of revenue equipment (491,893) (1,146,797) Deferred income taxes 2,927,868 3,880,781 Changes in operating assets and liabilities: Accounts receivable (19,684,820) (9,845,340) Current and other assets (2,294,742) (3,821,149) Trade accounts payable 3,996,630 (8,626,098) Other current liabilities (820,063) 10,330,832 ----------------------------------------- 20,357,493 20,335,036 Net cash provided by operating activities 31,148,276 34,437,032 Investing activities Purchases of property and equipment (50,300,318) (50,443,566) Proceeds from disposals of property and equipment 39,320,811 15,307,034 ----------------------------------------- Net cash used in investing activities (10,979,507) (35,136,532) Financing activities Net change in revolving line of credit obligations 21,454,546 12,411,455 Proceeds from issuance of common stock 0 493,214 Principal payments on long-term debt obligations (14,505,293) (13,057,779) Repurchase of common stock (26,923,596) ----------------------------------------- Net cash used in financing activities (19,974,303) (153,110) ----------------------------------------- Increase (decrease) in cash and cash equivalents 196,466 (852,610) Cash and cash equivalents at beginning of period 242,606 1,465,303 ----------------------------------------- Cash and cash equivalents at end of period $ 437,072 $ 612,693 ========================================= See accompanying notes. -7- M.S. Carriers, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) June 30, 2000 1. Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. For further information and a listing of the Company's significant accounting policies, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1999. 2. Net Income Per Common Share Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ------------------------------------------------- Numerator: Net income available to common shareholders $6,176,495 $8,368,582 $10,790,783 $14,101,996 ================================================= Denominator: Weighted-average shares for basic earnings per share 11,448,254 12,285,315 11,698,911 12,283,292 Dilutive employee stock options 156,065 614,001 197,748 579,242 ------------------------------------------------- Adjusted weighted- average shares for diluted earnings per share 11,604,319 12,899,316 11,896,659 12,862,534 ================================================= Basic earnings per share $0.54 $0.68 $0.92 $1.15 ================================================= Diluted earnings per share $0.53 $0.65 $0.91 $1.10 ================================================= -8- 3. Industry Segments The Company's two reportable segments are trucking operations and logistics. These segments are classified primarily by the type of services they provide. Performance of the segments is generally evaluated by their operating income. Summarized segment information is as follows: Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 -------------------------------------------------------- (in thousands) (in thousands) Operating Revenues: Trucking $165,551 $140,819 $316,203 $271,715 Logistics 18,112 16,300 35,374 31,655 Intersegment eliminations (3,661) (3,522) (7,405) (6,959) -------------------------------------------------------- $180,002 $153,597 $344,172 $296,411 ======================================================== Operating Income: Trucking $ 13,643 $ 14,157 $22,849 $24,979 Logistics 471 505 1,132 1,013 -------------------------------------------------------- $ 14,114 $ 14,662 $23,981 $25,992 ======================================================== 4. Investment in TransPlace.com In April 2000, the Company entered into an Operating Agreement with five other trucking companies to form Transplace.com, an internet-based global transportation venture that would create a marketplace for shippers and carriers. Pursuant to the agreement, each of the six companies is committed to contribute their respective existing logistics operations and cash of up to $5 million to fund working capital. On July 1, 2000, the Company contributed its logistics operations to Transplace.com. The Company's logistics operations generated approximately $35.4 million and $18.1 million of operating revenues for the six-month and three-month periods ended June 30, 2000, and $1.1 million and $0.5 million of operating income during these same periods. -9- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following table sets forth the percentage relationship of revenue and expense items to operating revenues for the periods indicated. Percentage of Operating Revenues Three Months Six Months Ended June 30 Ended June 30 2000 1999 2000 1999 -------------------------------------- Operating revenues 100.0% 100.0% 100.0% 100.0% Operating expenses: Salaries, wages and benefits 32.21% 29.57% 32.26% 30.27% Operations and maintenance 17.12% 15.26% 17.27% 15.62% Taxes and licenses 2.24% 2.06% 2.11% 2.31% Insurance and claims 2.99% 3.57% 3.01% 3.47% Communications and utilities 1.19% 1.35% 1.22% 1.26% Depreciation and amortization 10.29% 9.74% 10.67% 9.97% Gain on disposals of revenue equipment (.26%) (.22%) (.14%) (.38%) Rent and purchased transportation 25.58% 28.22% 25.85% 27.73% Other .80% .90% 0.78% .98% -------------------------------------- Total operating expenses 92.16% 90.45% 93.03% 91.23% -------------------------------------- Operating income 7.84% 9.55% 6.97% 8.77% Interest expense 2.86% 1.91% 2.49% 1.97% Other income (.34%) (.81%) (.36%) (.58%) -------------------------------------- Income before income taxes 5.32% 8.45% 4.84% 7.38% Income taxes 1.89% 3.00% 1.70% 2.62% -------------------------------------- Net income 3.43% 5.45% 3.14% 4.76% ====================================== -10- Results of Operations Operating revenues for the first six months of 2000 increased $47.8 million, or 16.1%, to $344.2 million compared with $296.4 million for the same period in the prior year. For the quarter ended June 30, 2000, operating revenues increased $26.4 million, or 17.2%, to $180.0 million compared with $153.6 million for the same quarter of 1999. These increases in revenues were due primarily to increased capacity and related trucking revenues. The Company's fleet increased to 4,954 tractors at June 30, 2000 from 4,003 at June 30, 1999, an increase of 951 tractors. The sources of the Company's operating revenues were as follows: Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ------------------------------------------- (in thousands) (in thousands) Trucking Revenues: Domestic Irregular Route $103,047 $ 89,798 $195,419 $172,771 International Irregular Route(1) 36,514 32,433 70,401 62,143 Dedicated Route 25,990 18,588 50,383 36,801 ------------------------------------------- Total Trucking Revenues $165,551 $140,819 $316,203 $271,715 Logistics Revenues 18,112 16,300 35,374 31,655 Intersegment Eliminations (3,661) (3,522) (7,405) (6,959) ------------------------------------------- Total Operating Revenues $180,002 $153,597 $344,172 $296,411 =========================================== (1) International Irregular Route Trucking Revenues include loads originating or terminating at Laredo, TX, Brownsville, TX, El Paso, TX, Nogales, AZ, San Diego, CA, and Calexico, CA. The operating ratio (operating expenses as a percentage of operating revenues) for the trucking and logistics segments and the Company's total business were as follows: Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 --------------------------------------------- Trucking Segment 91.8% 89.9% 92.8% 90.8% Logistics Segment 97.4% 96.9% 96.8% 96.8% Total Company 92.2% 90.5% 93.0% 91.2% -11- Salaries, wages and benefits increased to 32.26% and 32.21% of operating revenues for the six-month and three-month periods ending June 30, 2000, from 30.27% and 29.57% for the same periods in 1999. These increases were due primarily to owner-operator tractors representing a lower percentage of the average number of tractors in service during the first two quarters of 2000 compared to the first two quarters of 1999 and a significant driver pay increase implemented in March 2000. Amounts paid to owner-operators are recorded as purchased transportation. The Company had 1,359 owner-operators at June 30, 2000, compared to 1,176 at June 30, 1999. From time-to-time, the industry has experienced shortages of qualified drivers. If such a shortage were to occur over a prolonged period and increases in driver pay raise were to occur in order to attract and retain drivers, the Company's results from operations would be negatively impacted to the extent that corresponding rate increases were not obtained. Management expects the driver pay increase implemented in March 2000 to be substantially offset through rate increases implemented during the second quarter of 2000. Operations and maintenance expenses increased to 17.27% and 17.12% of operating revenues for the six-month and three-month periods ending June 30, 2000 from 15.62% and 15.26% for the same periods in 1999. These increases were due primarily to higher fuel costs during 2000. Increases in fuel costs, to the extent not offset by rate increases or fuel surcharges, could have an adverse effect on the operations and profitability of the Company. Insurance and claims decreased to 3.01% and 2.99% of operating revenues for the six-month and three-month periods ended June 30, 2000 from 3.47% and 3.57% for the same periods ended June 30, 1999. These decreases were due primarily to improved accident claims experience during 2000. Depreciation and amortization was 10.67% of operating revenues for the first six months of 2000 compared to 9.97% for the same period in 1999 and 10.29% of operating revenues for the quarter ended June 30, 2000, compared to 9.74% for the same quarter of 1999. These increases were attributable primarily to the expansion of the Company's leased owner-operator program. Rent and purchased transportation decreased to 25.85% and 25.58% of operating revenues in the six-month and three-month periods ending June 30, 2000 from 27.73% and 28.22% for the same periods ending June 30, 1999. These decreases were due primarily to owner-operator tractors representing a lower percentage of the average number of total tractors in service during 2000. Interest expense was $8,580,539 and $5,156,438 for the six-month and three-month periods ended June 30, 2000 compared to $5,836,922 and $2,936,302 for the same periods in 1999. These increases in interest expense were due primarily from average debt outstanding being significantly higher during 2000 as compared to 1999. Liquidity and Capital Resources The Company's business has required significant investment in new equipment and office and terminal facilities. The Company has financed these investments largely from cash provided by operating activities, secured and unsecured borrowings, and unsecured credit facilities during the past three years. -12- During the six month period ending June 30, 2000, the Company had expenditures, net of equipment sales, of $11.0 million for purchases of property and equipment. The Company funded these purchases of property and equipment through cash provided by operating activities and borrowings under existing credit facilities. Net cash provided by operating activities was $31.1 million. The Company has bank lines of credit providing for borrowings of up to $110 million, with interest at the lower of the bank's corporate prime rate or the 30-day LIBOR rate plus .45%. At June 30, 2000 there was $80.2 million outstanding under these lines of credit. The amounts outstanding under these lines of credit are classified as long-term obligations in the Company's balance sheet because the Company is in the process of refinancing the lines of credit on a long-term basis. The Company expects to finance its normal operating requirements and planned revenue equipment purchases through cash provided by operating activities, the Company's bank lines of credit and secured borrowings. In the future, the Company will continue to have significant capital requirements, which may require the Company to seek additional borrowings or to access capital markets. The availability of debt financing or equity capital will depend upon the Company's financial condition and results of operations as well as prevailing market conditions and other factors over which the Company has little or no control. In December 1999, the Company's Board of Directors authorized the repurchase of up to 1 million shares of the Company's common stock. In June 2000, the Company's Board of Directors authorized the repurchase of up to an additional 2 million shares of the Company's common stock. The Company purchased 1,270,100 shares for approximately $26.9 million during the first six months of 2000. Recently Issued Accounting Standards During 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). This statement requires companies to record derivative instruments on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of a derivative would be accounted for depending on the use of a derivative and whether it qualifies for hedge accounting. In June 1999, the FASB issued Statement No. 137, which delayed the effective date of SFAS No 133 to the Company's fiscal year 2001. Because of the Company's minimal historical use of derivatives, management anticipates that the adoption of SFAS No. 133 will not have a significant effect on earnings or on the financial position of the Company. Year 2000 Issues In prior years, the Company discussed the nature and progress of its plans to become Year 2000 ready. In late 1999, the Company completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products and services, its internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the Year 2000 to ensure that any latent Year 2000 matters that may arise are addressed properly. -13- Transplace.com In April 2000, the Company entered into an Operating Agreement with five other trucking companies to form Transplace.com, an internet-based global transportation venture that would create a marketplace for shippers and carriers. Pursuant to the agreement, each of the six companies is committed to contribute their respective existing logistics operations and cash of up to $5 million to fund working capital. On July 1, 2000, the Company contributed its logistics operations to Transplace.com. The Company's logistics operations generated approximately $35.4 million and $18.1 million of operating revenues for the six-month and three-month periods ended June 30, 2000, and $1.1 million and $0.5 million of operating income during these same periods. Forward-Looking Statements Certain statements and information included herein constitute "forward- looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the ability to develop and implement operational and financial systems to manage growing operations; the ability to acquire and integrate businesses and the risks associated with such businesses; the ability to obtain financing on acceptable terms to finance the Company's operations and growth; competition within the industry; the ability to attract and retain quality drivers, and other factors contained in the Company's filings with the Securities and Exchange Commission. Item 3. Quantitative And Qualitative Disclosure About Market Risk Interest Rate Risk The Company has market risk exposure to changing interest rates. The Company's policy is to manage interest rates through the use of a combination of fixed and floating rate debt. Interest rate swaps may be used to adjust interest rate exposure based on market conditions. These swaps are entered into with a group of financial institutions with investment grade credit ratings, thereby minimizing the risk of credit loss. At June 30, 2000, the fair value of the Company's total long-term debt is approximately $288.8 million, using yields obtained for similar types of borrowing arrangements and taking into consideration the underlying terms of the debt. Market risk is estimated as the potential change in fair value resulting from a hypothetical ten percent decrease in interest rates and amounts to $262,000 at June 30, 2000. At June 30, 2000, the Company had $239.2 million of variable-rate debt. The Company has entered into interest rate swaps which convert floating rates to fixed rates for a total notional amount of $70 million. If interest rates on the Company's variable-rate debt, after considering interest rate swaps, were to increase by ten percent from their June 30, 2000 rates for the next twelve months, the increase in interest expense would be approximately $1,202,000. The potential change in fair value of the Company's interest rate swaps resulting from a hypothetical ten percent decrease in interest rates would not be material to the Company's financial position at June 30, 2000. -14- PART II - Other Information Item 1. Legal Proceedings The Company is involved in certain ordinary routine litigation incidental to its business. The Company does not expect that the outcome of any of these proceedings will have a material adverse effect upon the Company's operations or its financial position. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders At the Company's annual meeting of shareholders on May 5, 2000, Michael S. Starnes, James W. Welch, M.J. Barrow, Morris H. Fair, Jack H. Morris, III and Edward A. Labry, III were re-elected as directors upon the following vote: For Against Abstaining Michael S. Starnes 9,672,707 1,365,313 66,379 James W. Welch 9,672,707 1,365,313 66,379 M.J. Barrow 9,672,707 1,365,313 66,379 Morris H. Fair 11,038,020 0 66,379 Jack H. Morris, III 11,038,020 0 66,379 Edward A. Labry, III 11,038,020 0 66,379 No other matters were submitted to a vote of security holders during the second quarter of 2000. Item 5. Other Information None Item 6 - Exhibits and Reports on Form 8-K (a) The exhibits filed as a part of this report are listed below: Exhibit 10.8 Operating Agreement of Transplace.com, LLC Exhibit 10.9 Initial Subscription Agreement of Transplace.com, LLC Exhibit 27 Financial Data Schedule (b) The Company filed a report on Form 8-k on June 8, 2000 announcing that its Board of Directors has authorized the repurchase of up to 2,000,000 shares of its common stock. -15- 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 thereunto duly authorized. M.S. Carriers, Inc. (Registrant) Date: August 14, 2000 /s/ M.J. Barrow M.J. Barrow Senior Vice President and Chief Executive Officer -16-