Filed by M.S. Carriers, Inc.
Commission File No. 0-14781
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Date: February 14, 2001
The following communication is filed herewith:
1. Press Release of M.S. Carriers, Inc. dated February 13, 2001.
M.S. Carriers, Inc. Reports Fourth Quarter 2000 Financial Results
Contact: Joe Barrow (901) 344-4401
Phil Lutey (901) 344-4440
Memphis, Tenn. (February 13, 2001) -- M.S. Carriers, Inc. (NASDAQ: MSCA), an
irregular route truckload carrier, reports the following results for the
quarter and twelve months ending December 31, 2000:
Three Months Ended Twelve Months Ended
December 31 December 31
2000 1999 % 2000 1999 %
Change Change
Revenues $ 177.2 $ 163.6 8% $ 697.5 $ 620.4 12%
Operating Income $ 7.2 $ 15.3 -53% $ 42.0 $ 56.8 -26%
Net Income $ 1.5 $ 7.9 -81% $ 16.3 $ 30.6 -47%
Diluted Earnings Per Share $ 0.13 $ 0.62 -79% $ 1.42 $ 2.39 -41%
(in millions except per share data)
1
Operating revenues for the fourth quarter of 2000 increased 8 percent to $177
million from $164 million in the same period 1999. Operating income for the
fourth quarter of 2000 was $7.2 million, a 53 percent decrease from $15 million
in the same period 1999. Net income for the quarter ending December 31, 2000
was $1.5 million, an 81 percent decrease from $7.9 million in the fourth
quarter 1999. Diluted earnings per share for the fourth quarter of 2000 was 13
cents per share, a decrease of 79 percent from 62 cents per share for the same
quarter last year.
The quarter was negatively impacted by lower demand for truckload services,
which led to lower equipment utilization and higher non-revenue miles.
Continued high fuel costs adversely impacted results of operations as compared
to the same quarter of 1999.
In addition, during the fourth quarter of 2000, the Company modified its method
of estimating and accounting for accident, workers' compensation, cargo and
physical damage claims. The modification included applying actuarial loss
development factors to estimate claims. Using these modified procedures
resulted in a $1.6 million increase to insurance and claims expense during the
fourth quarter of 2000, and a $6.9 million restatement of retained earnings to
reflect an increase in claims reserves at December 31, 1997.
Mike Starnes, chairman and chief executive officer, said, "Our fourth quarter
results were negatively impacted by several factors. First, freight market
conditions that have been affecting the whole truckload industry had a large
impact to the quarter. Weak economic conditions hurt the general truckload
freight market and led to lower equipment utilization and higher percentage of
non-revenue miles. When compared to the fourth quarter of 1999, earnings were
reduced by approximately $0.25 per share by a combination of lower utilization
and increased deadhead. Rising fuel costs reduced quarterly earnings by $0.12
per share when compared to the fourth quarter of 1999. The charge to insurance
and claims expense during the fourth quarter of 2000 reduced earnings by $0.09
per share."
As previously announced, the Company entered a merger agreement with Swift
Transportation Co., Inc. on December 11, 2000. Management has reviewed the
charges related to insurance and claims as well as the results of the fourth
quarter 2000 with Swift, and has received confirmation from Swift that the
proposed merger is not affected and remains scheduled to close in the Spring of
2001.
The Company will hold a conference call regarding fourth quarter and year to
date 2000 earnings February 14, 2001 at 10:00 a.m. Eastern Standard Time. The
call may be accessed at (888) 400-7918 in the United States or (952) 556-2844
Internationally. The conference call will be available for replay from 3:30
p.m. EST, February 14, 2001 until 12:00 a.m. EST, February 21, 2001 at (800)
475-6701 in the United States and (320) 365-3844 Internationally using access
code 571648.
2
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.This
information is in accordance with the company's current expectations and is
subject to certain risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward-looking statements. With
respect to M.S. Carriers' financial results these uncertainties include,
without limitation, the following: M.S. Carriers will have reasonable success
recruiting and retaining experienced drivers and owner operators at the
company's current compensation level; demand and pricing for the markets served
by M.S. Carriers will remain at current levels; fuel will remain available and
without rapid price fluctuations; and the company's accident experience will
remain at historical levels. With respect to the proposed merger transaction
with Swift these uncertainties include, without limitation, the following: the
inability to obtain governmental approvals of the merger on the proposed terms
and schedule; the failure of M.S. Carriers and Swift stockholders to approve
the merger; the risk that the businesses will not be integrated successfully;
the risk that the revenue synergies and costs savings anticipated from the
merger may not be fully realized or may take longer to realize than expected;
the risk that additional insurance and claims reserves and expenses may be
incurred; disruptions from the merger making it more difficult to maintain
relationships with customers, employees or suppliers; and increased competition
and its effects on pricing , spending, third-party relationships and revenues.
Additional factors that could cause results to differ materially from those
described in the forward-looking statements can be found in the 1999 Annual
Report on Form 10-K of M.S. Carriers with the Securities Exchange Commission.
This press release is being filed with the SEC pursuant to Rule 425 under the
Securities Act of 1933.
3
M.S. CARRIERS, INC. AND SUBSIDIARIES
STATEMENTS OF INCOME
Three Months Ended Twelve Months Ended
31-Dec 31-Dec
2000 1999 2000 1999
Percent Percent Percent Percent
Of of of of
Revenue Revenue Revenue Revenue
Operating Revenues $177,237,125 $163,568,172 $697,521,957 $620,414,137
Operating Expenses:
Salaries, wages and benefits 65,673,447 37.05% 47,636,246 29.12% 236,726,123 33.94% 184,676,598 29.77%
Operations and maintenance 33,691,483 19.01% 26,551,414 16.23% 128,975,476 18.49% 97,946,624 15.79%
Taxes and licenses 3,680,170 2.08% 2,586,416 1.58% 14,690,488 2.11% 12,663,778 2.04%
Insurance and claims 7,114,446 4.01% 5,893,305 3.60% 23,212,634 3.33% 21,986,637 3.54%
Communications and utilities 2,679,178 1.51% 2,064,206 1.26% 9,306,977 1.33% 7,907,923 1.27%
Depreciation and amortization 16,980,576 9.58% 17,066,043 10.43% 70,665,611 10.13% 62,400,797 10.06%
Gain on disposal of revenue equipment -228,362 -0.13% 166,482 0.10% -1,108,415 -0.16% -940,944 -0.15%
Rent and purchased transportation 38,574,728 21.76% 45,175,538 27.62% 166,982,436 23.94% 171,572,280 27.65%
Other 1,843,618 1.04% 1,176,304 0.72% 6,115,739 0.88% 5,407,423 0.87%
Total Operating Expenses 170,009,284 95.92% 148,315,954 90.68% 655,567,069 93.99% 563,621,116 90.85%
Operating Income 7,227,841 4.08% 15,252,218 9.32% 41,954,888 6.01% 56,793,021 9.15%
Other Expense (income):
Interest Expense 4,976,010 2.81% 3,695,795 2.26% 18,244,136 2.62% 12,591,491 2.03%
Other 4,965 0.00% -652,993 -0.40% -1,447,566 -0.21% -3,220,837 -0.52%
4,980,975 2.81% 3,042,802 1.86% 16,796,570 2.41% 9,370,654 1.51%
Income before income taxes 2,246,866 1.27% 12,209,416 7.46% 25,158,318 3.61% 47,422,367 7.64%
Income taxes 782,644 0.44% 4,348,615 2.66% 8,816,069 1.26% 16,834,942 2.71%
Net income $1,464,222 0.83% $7,860,801 4.81% $16,342,249 2.34% $30,587,425 4.93%
Diluted Earnings per share $0.13 $0.62 $1.42 $2.39
Weighted Average Common Shares & 11,203,581 12,700,206 11,538,657 12,815,615
Common Share Equivalents
4
M.S. CARRIERS, INC. AND SUBSIDIARIES
OPERATING STATISTICS
Three Months Ended Twelve Months Ended
31-Dec 31-Dec
2000 1999 2000 1999
Total Miles 139,810,349 123,527,595 539,712,330 472,955,460
Empty Miles 19,302,727 15,084,881 73,729,463 57,083,284
Empty Mile % 13.81% 12.21% 13.66% 12.07%
Trucking Revenue $ 174,221,286 $ 149,524,229 $ 662,462,483 $ 568,765,042
Revenue per Mile 1.246 1.210 1.227 1.202
Revenue per Loaded Mile 1.446 1.379 1.422 1.367
Ending Company Tractors 3,733 3,283 3,733 3,283
Ending Leased Owner Operators 718 562 718 562
Ending Owner Operators 678 743 678 743
Ending Tractors 5,129 4,588 5,129 4,588
Beginning Company Tractors 3,744 2,992 3,283 2,750
Beginning Leased Owner Operators 699 508 562 264
Beginning Owner Operators 688 786 743 739
Beginning Tractors 5,131 4,286 4,588 3,753
Utilization 2,092 2,169 2,110 2,263
Revenue per Tractor per Week $ 2,607 $ 2,625 $ 2,590 $ 2,721
5
M.S. CARRIERS, INC. AND SUBSIDIARIES
Product Revenue Statistics
Three Months Ended Twelve Months Ended
31-Dec 31-Dec
2000 1999 Change 2000 1999 Change
Domestic Irregular Route Trucking $ 106,841 $ 90,637 18% $ 410,264 $ 355,083 16%
International Irregular Route Trucking 36,607 33,343 10% 144,589 129,704 11%
Dedicated Route Trucking 30,773 25,545 20% 107,609 83,978 28%
Trucking Revenue 174,221 149,524 17% 662,462 568,765 16%
Logistics Revenue - 19,289 -100% 36,952 68,214 -46%
Inter Divisional Elimination and Other 3,016 (5,245) N/A (1,892) (16,565) N/A
Total Revenue $ 177,237 $ 163,568 8% $ 697,522 $ 620,414 12%
Trucking Operating Ratio 95.9% 90.2% -5.7 points 93.9% 90.4% -3.5 points
Logistics Operating Ratio N/A 97.4% N/A 97.2% 97.0% -0.2 points
Total Company Operating Ratio 95.9% 90.7% -5.2 points 94.0% 90.9% -3.1 points
6