<PAGE>
M.S. Carriers, Inc.
3171 Directors Row
Memphis, TN 38116
March 28, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-K.
Sincerely,
s/ M.J. Barrow
M.J. Barrow, Senior Vice President
<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
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 Number)
3171 Directors Row, Memphis, TN 38116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 332-2500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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 periods that the registrant was required to filed
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the registrant's $.01 par value common stock
held by non-affiliates of the registrant as of March 7, 1997 was $148,255,963
(based on the closing sale price of $17.00 per share on that date, as
reported by NASDAQ).
As of March 7, 1997, 12,009,633 shares of the registrant's common stock were
outstanding.
Documents Incorporated by Reference
No documents are incorporated by reference.
1
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PART I
ITEM 1. BUSINESS
M.S. Carriers, Inc. is a transportation company primarily engaged in the
hauling of truckload shipments of general commodities throughout the United
States and the provinces of Quebec and Ontario in Canada. The Company has both
common and contract authority, granted by the Interstate Commerce Commission
to transport any type of freight (except certain types of explosives,
household goods and commodities in bulk) from any point in the continental
United States to any other point in any state over any route selected by
the Company. The Company has authority in Canada granted by the Quebec
Transport Commission and the Ontario Highway Transport Board to haul general
commodities from points in the United States to points in Quebec and Ontario
and from points in Quebec and Ontario into the United States. The Company
also provides interline service to and from Mexico.
The Company's primary line-haul traffic flows are between the
Middle South and the Southwest, Midwest, Central States,
Southeast and Northeast. In addition, the Company operates
regional networks which serve the Western, Southeast, Southwest,
Middle South, Central States and Northeast. The average length of a trip
(one-way) was approximately 534 miles in 1996 and 584 miles in 1995.
The principal types of freight transported are packages, retail
goods, nonperishable foodstuffs, paper and paper products,
household appliances, furniture and packaged petroleum products.
Marketing
_________
M.S. Carriers, Inc. has targeted the service-sensitive segment of
the transportation market rather than that segment which uses price as
its primary consideration. The Company has chosen to provide premium
services and charge compensating rates rather than to compete
solely on the basis of price. The principal elements of the
Company's premium service are dependable late-model equipment
which allows timely deliveries, multiple and appointment pickups
and deliveries, assistance in loading and unloading, the
availability of extra trailers which can be placed for the
convenience of customers and sufficient equipment to respond
promptly to customers' varying requirements.
The Company's individualized service requires a strong commitment
to marketing. The Company's marketing efforts concentrate on
attracting customers that ship multiple loads from numerous
locations that complement the Company's existing traffic flows.
As shipping patterns of existing customers expand or change, the
Company attempts to obtain additional customers to complement the
new traffic flows. Thus, the effort to attract new customers
varies from time to time depending upon growth or changes in the
shipping patterns of existing customers.
The Company's major revenue sources are the medium to long line-haul and
the regional short-haul segments of the dry van truckload market. In
these markets, the Company focuses on customers who value the broad
geographic coverage, premium services and flexibility available from a larger
carrier. These customers generally prefer to have their freight handled by a
few carriers with whom they can establish long-term relationships. The
Company also provides dedicated fleet services and logistics services.
These services supplement the Company's strengths in its traditional markets
and position the Company to meet the anticipated needs of its customers.
2
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The Company had revenues of $31.1 million in 1996 and $28.3 million in
1995 from freight shipments having either a point of origin or a point of
destination in Mexico. These shipments represented approximately 9.1%
and 8.4%, respectively, of total revenues for 1996 and 1995.
The largest 25, 10 and 5 customers accounted for approximately
65%, 48% and 36%, respectively, of the Company's revenues during
1996. Most of these customers are large, publicly-held companies.
One customer, Sears, accounted for approximately 17% of the
Company's revenues during 1996 and 18% in 1995. No other
customer accounted for more than 10% of the Company's revenues
during 1996 or 1995.
Operations
__________
The Company's operations are designed to maximize efficiency
while maintaining the emphasis placed on providing premium
service to customers. Through the use of the Company's information
and satellite tracking systems, the location of all shipments and
equipment is continuously monitored to coordinate routes and increase
equipment utilization. The Company's usual hauling method
requires the unit carrying the shipment to proceed directly from
origin to destination with no delay enroute occasioned by a
change of drivers, relays or circuitous routing. The Company's
customer service department maintains constant customer contact
regarding overall service requirements and specific freight
movements and also attempts to produce backhauls for each unit.
Because the average trip has been approximately 550 miles, most of
the Company's shipments are hauled by one driver rather than two.
The relatively short trips ordinarily run by the Company make
this method of operation preferable to team operations. Each of
the Company's over-the-road tractors is equipped with a sleeper
cab so that the driver can comply with the Department of
Transportation's hours of service guidelines.
Competition
___________
The entire transportation industry, including the trucking industry, is
highly competitive. The Company competes primarily with other truckload
carriers. Competition for the freight transported by the Company is based,
in the long-term, primarily on service and efficiency and, to a lesser
degree, on freight rates. However, in recent years the Company has
experienced an increased focus on freight rates in certain of the markets
served by the Company. Several other truckload carriers have substantially
greater financial resources, own more equipment or carry a larger volume of
freight than the Company.
Regulation
__________
The Company is a motor carrier regulated by the United States Department of
Transportation. Additionally, such matters as weight and dimensions of
equipment are subject to federal, state and international regulations. The
Company believes that it is in substantial compliance with all licensing and
regulatory requirements in each jurisdiction in which it operates.
3
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Seasonality
___________
In the trucking industry generally, results of operations tend to show a
seasonal pattern as some customers reduce shipments during and after the
winter holiday season and during the summer months due to temporary plant
closings for vacations. Revenues can also be affected by bad weather and
holidays, since revenue is directly related to available working days.
Furthermore, operating expenses historically have been higher in the winter
months due primarily to decreased fuel efficiency and increased maintenance
costs of revenue equipment in cold weather.
Fuel
____
Shortages of fuel or increases in fuel prices could have a materially adverse
effect on the operations and profitability of the Company. Fuel prices
in 1996 rose substantially as compared to 1995.
The Company maintains fuel storage tanks at certain of its terminals. Leakage
or damage to these tanks could subject the Company to environmental clean-up
costs.
Drivers and Employees
_____________________
The Company recognizes the importance of maintaining a professional driver
work force. The Company has established several programs to increase driver
loyalty and to give drivers a stake in the Company. The drivers
are compensated on the basis of miles driven and other services
such as loading and unloading and number of deliveries. Base pay
for miles driven increases with a driver's length of employment
with the Company.
The Company maintains a defined contribution plan under Section
401(k) of the Internal Revenue Code for drivers and all other
employees. The Company matches 50% of the employee's
contribution, but limited to a maximum of 3% of the employee's
compensation. The Company also grants to each driver and other employees,
after the completion of six months of service, an option to purchase
500 shares of the Company's Common Stock at the market price on the date
of grant. The option is exercisable five years from the date of grant
provided the driver or employee continues employment with the Company.
Drivers are selected in accordance with specific Company guidelines
relating primarily to safety records, driving experience and
personal evaluations. Once selected, a driver is trained in all
phases of Company policies and operations as well as safety
techniques and fuel efficient operation of equipment. In
addition, all new drivers must pass a road test prior to
assignment to a vehicle. Recognizing the importance of driver
contact while on the road for extended periods, the Company
maintains an electronic mailbox system which allows the drivers
to transmit and receive messages 24 hours a day, equips each of its
tractors with a mobile two-way satellite communication system and
maintains regular telephonic contact between dispatchers and drivers.
The Company also recognizes that owner-operators provide the Company with
another source of drivers to support its operations. Owner-operators are
independent contractors who supply their own tractors and drivers, and are
responsible for their operating expenses in return for a negotiated fee
based upon number of miles driven and accessorial services provided. While
the Company's primary benefit from owner-operators is the acquisition of the
services of a qualified driver, an additional benefit is the Company requires
4
<PAGE>
less capital for growth as owner-operators provide their own tractors.
The Company intends to continue its emphasis on recruiting owner-operators.
Since competition for qualified drivers is intense, the Company
emphasizes the importance of attracting and retaining qualified
drivers. The Company employs eight full-time driver recruiters
and three full-time owner-operator recruiters. The driver
compensation programs, together with the Company's late-model
equipment and relatively short trips, provide important
incentives to attract and retain qualified drivers. Despite these
incentives, the Company experiences difficulty from time to time
in attracting and retaining qualified drivers.
At December 31, 1996, the Company employed 2,886 persons, of whom
2,124 were drivers, 238 were mechanics and other equipment
maintenance personnel, and 524 were support personnel including
management and administration. The Company also leased 419 tractors
with qualified drivers from owner-operators.
None of the Company's employees are represented by a collective
bargaining unit, and management considers the Company's relationship
with its employees to be excellent.
ITEM 2. PROPERTIES
Office and Terminal Facilities
______________________________
The Company's executive offices and principal terminal are located in
Memphis, Tennessee on 3-acre and 48-acre tracts of land, respectively,
both of which are owned by the Company. The executive offices have
57,000 square feet of office space. The principal terminal consists of
52,000 square feet of office space and 41,000 square feet of maintenance
facilities.
The Company owns office and maintenance facilities of 34,500 square
feet in Columbus, Ohio, 16,500 square feet in Laredo, Texas, 16,500
square feet in Martinsburg, West Virginia and 45,500 square feet in
Atlanta, Georgia. Additionally, the Company owns a 3,000 square
foot office and terminal on a 4-acre tract of land in Tupelo, Mississippi.
The Company leases several small offices and/or trailer parking yards
throughout the country.
Revenue Equipment
_________________
The Company has a policy of purchasing standardized tractors and
trailers manufactured to the Company's specifications. At
December 31, 1996, the Company owned and operated 2,070 Company-
owned tractors and leased 419 tractors owned by owner-operators.
The Company's tractors include 2,046 over-the-road and 24 local tractors.
The Company owns 7,156 van trailers, of which 429 are 48 feet long and
6,727 are 53 feet long; all trailers are 102 inches wide with a minimum
of 109.5 inches of inside height. Most of the tractors are manufactured
by Freightliner and most of the trailers are manufactured by Lufkin or
Great Dane.
Standardization enables the Company to simplify driver training,
control the cost of spare parts inventory and enhance its
preventive maintenance program. The Company adheres to a
comprehensive maintenance program, based on the amount of use of
the tractor, designed to minimize equipment down-time and enhance
the resale value of all of its equipment. During 1996, the Company
5
<PAGE>
reduced its replacement cycle on tractors from 4 years to 3 years.
The Company constantly monitors the fuel efficiency of its power equipment.
The miles-per-gallon average of the entire fleet was approximately 5.58
in 1996.
The following table shows the type and age of equipment operated
by the Company at December 31, 1996:
<TABLE>
<CAPTION>
Model Year Over-the-Road 48-Foot 53-Foot
Tractors Trailers Trailers
_______________________________________________________
<S> <C> <C> <C>
1997 515 243
1996 451 1,200
1995 635 2,084
1994 320 201 923
1993 121 134 1,015
1992 3 11 306
1991 225
1990 498
1989 1 35 69
1988 9 164
1987 27
1986 10
1985 2
___________________________________________
2,046 429 6,727
___________________________________________
___________________________________________
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to routine litigation incidental to its
business, primarily involving claims for personal injuries and
property damage incurred in the transportation of freight. The
Company believes adverse results in one or more of these cases
would not have a material adverse effect on its financial position
or its results of operations. The Company self-insures for liability
of $1,500,000 for the largest occurrence per policy year, $1,250,000
for the second largest occurrence per policy year, and $1,000,000 for
each other occurence involving bodily injury and property damage.
The Company maintains insurance which covers liability in excess of the
self-insured amounts at coverage levels that management considers adequate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during
the fourth quarter of 1996.
6
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
Price Range of Common Stock
___________________________
The Company's Common Stock is traded in the over-the-counter market
under the symbol MSCA. The following table sets forth, for the
calendar periods indicated, the high and low sales prices for the
Company's Common Stock as reported by the National Association of
Securities Dealers Automated Quotations System (NASDAQ).
<TABLE>
<CAPTION>
High Low
__________________
<S> <C> <C>
1996
1st Quarter 20 15 1/4
2nd Quarter 21 1/4 17 3/4
3rd Quarter 22 1/8 19
4th Quarter 19 3/4 15 1/2
1995
1st Quarter 25 1/4 21
2nd Quarter 25 16 5/8
3rd Quarter 20 3/4 15 3/4
4th Quarter 20 1/4 15 1/4
</TABLE>
As of March 7, 1997, the Company's common stock was held by approximately
3,000 stockholders of record or through nominee or street name accounts
with brokers.
Dividend Policy
_______________
The Company has never paid a cash dividend on its Common Stock. It
is the current intention of the Company's Board of Directors to
continue to retain earnings to finance the growth of the Company's
business rather than to pay dividends. Future payment of cash
dividends will depend upon the financial condition, results of
operations and capital commitments of the Company as well as other
factors deemed relevant by the Board of Directors.
7
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction
with the financial statements and notes thereto appearing elsewhere
herein.
<TABLE>
<CAPTION>
Year ended December 31
1996 1995 1994 1993 1992
___________________________________________________________
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Statement of income data:
Operating revenues $340,236 $333,070 $292,883 $224,716 $181,303
Operating expenses:
Salaries, wages and benefits 127,237 126,176 111,493 84,820 66,568
Operations and maintenance 66,224 66,961 64,498 60,880 52,077
Taxes and licenses 8,973 10,024 8,746 6,901 6,040
Insurance and claims 18,777 15,666 14,471 9,545 8,035
Communications and utilities 5,209 6,081 4,698 4,135 3,279
Depreciation and amortization 37,010 39,143 33,694 27,360 21,866
Gain on disposals of revenue
equipment (2,397)
Rent and purchased
transportation 53,014 41,946 23,564 4,246 1,358
Other 2,362 2,435 2,058 1,792 1,706
___________________________________________________________
Total operating expenses 316,409 308,432 263,222 199,679 160,929
___________________________________________________________
Operating income 23,827 24,638 29,661 25,037 20,374
Interest expense (4,844) (5,525) (1,802) (2,041) (2,463)
Interest income 92 1,449
Other (expense) income 395 (25) 147 118 68
___________________________________________________________
Income before income taxes and
cumulative effect of change
in accounting for income
taxes 19,470 20,537 28,006 23,114 17,979
Income taxes 7,031 7,386 10,856 9,512 7,405
___________________________________________________________
Income before cumulative effect
of accounting change 12,439 13,151 17,150 13,602 10,574
Cumulative effect as of
January 1, 1993 of change
in accounting for income
taxes 500
___________________________________________________________
Net income $12,439 $13,151 $17,150 $14,102 $10,574
___________________________________________________________
___________________________________________________________
Earnings per share:
Income before cumulative
effect of accounting change $1.02 $1.01 $1.31 $1.13 $0.97
Cumulative effect of
accounting change 0.04
___________________________________________________________
Net income $1.02 $1.01 $1.31 $1.17 $0.97
___________________________________________________________
___________________________________________________________
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
December 31
1996 1995 1994 1993 1992
__________________________________________________________
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance sheet data:
Total assets $290,662 $279,934 $276,073 $198,960 $150,842
Long-term obligations 45,373 47,377 51,187 17,985 32,693
Stockholders' equity 154,211 152,524 147,924 131,939 71,969
</TABLE>
<TABLE>
The following tables set forth data regarding the freight revenues,
operations, revenue equipment and employees of the Company.
<CAPTION>
1996 1995 1994 1993 1992
_________________________________________________________
For the year ended December 31:
_______________________________
<S> <C> <C> <C> <C> <C>
Operating ratio (1) 93.0% 92.6% 89.9% 88.9% 88.8%
Average number of truckloads
per week (2) 9,277 8,265 6,971 5,759 4,300
Average revenues per tractor
per week (2) $2,575 $2,569 $2,613 $2,530 $2,575
Average miles per trip (2) 534 584 617 618 693
Average revenue per mile (2) $1.23 $1.25 $1.26 $1.19 $1.17
At December 31:
_______________
Total tractors operated
Company owned 2,046 2,078 2,106 1,854 1,460
Owner-Operator owned 419 253 207 0 0
Total tractors 2,465 2,331 2,313 1,854 1,460
Total trailers 7,156 7,190 6,481 5,256 3,925
Number of employees 2,886 2,947 3,238 2,705 2,177
<FN>
(1) Operating expenses as a percentage of operating revenues.
(2) Excludes revenues from logistics services which began
in September 1993.
</FN>
</TABLE>
9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following table sets forth the percentage relationship of
revenue and expense items to operating revenues for the periods
indicated.
<TABLE>
<CAPTION>
Percentage of Operating Revenues
Year ended December 31
1996 1995 1994
____________________________________
<S> <C> <C> <C>
Operating revenues 100.0% 100.0% 100.0%
Operating expenses:
Salaries, wages and benefits 37.4 37.9 38.1
Operations and maintenance 19.5 20.1 22.0
Taxes and licenses 2.6 3.0 3.0
Insurance and claims 5.5 4.7 5.0
Communications and utilities 1.5 1.8 1.6
Depreciation and amortization 10.9 11.8 11.5
Gain on disposals of revenue
equipment (0.7)
Rent and purchased transportation 15.6 12.6 8.0
Other 0.7 0.7 0.7
____________________________________
Total operating expenses 93.0 92.6 89.9
____________________________________
Operating income 7.0 7.4 10.1
Interest expense 1.4 1.7 0.6
Interest income (0.5)
Other (income) expense (0.1) 0.1 (0.1)
____________________________________
Income before income taxes 5.7 6.1 9.6
Income taxes 2.0 2.2 3.7
____________________________________
Net income 3.7% 3.9% 5.9%
____________________________________
____________________________________
</TABLE>
10
<PAGE>
RESULTS OF OPERATIONS
1996 Compared to 1995
Operating revenues increased to $340 million in 1996 from $333 million
in 1995. This 2.1% increase in revenue was due primarily to increased
revenue from logistics and dedicated fleet services. Total trucking revenues
during 1996 increased slightly compared to 1995. Revenues per mile were
$1.23 in 1996 compared to $1.25 in 1995, due to a decrease in the average
loaded rate per mile experienced by the Company in 1996.
Salaries, wages and benefits were 37.4% of revenues in 1996 compared to
37.9% of revenues in 1995. The decrease was due to owner-operator tractors
representing a larger percentage of the average number of total tractors in
service during 1996 as compared to 1995, which caused a shift in operating
expenses as amounts paid to owner-operators are recorded as purchased
transportation.
Operations and maintenance expenses decreased to 19.5% of revenues in
1996 from 20.1% of revenues in 1995, despite higher fuel costs. This
decrease resulted from the larger percentage of owner-operator tractors
used in 1996 and an updated fleet of tractors due to a reduction in the
disposal cycle of tractors.
Taxes and licenses expense was 2.6% of revenues in 1996 compared to
3.0% in 1995. This decrease was due to various unexpected sales and
operating tax refunds received from overpayments of taxes in prior years.
Insurance and claims expense was 5.5% of revenues in 1996 compared to 4.7%
in 1995. This increase was attributable primarily to unfavorable claims
experience during the last quarter of 1996.
Depreciation and amortization decreased to 10.9% of revenues in 1996
compared to 11.8% of revenues in 1995. This decrease resulted primarily
from a change in accounting estimate to increase the estimated salvage
value of substantially all of the Company's trailers to more accurately
reflect market conditions. See Note 3 of the Notes to Consolidated
Financial Statements.
The Company reported gains equal to .7% of operating revenues,
or approximately $2.4 million, from the disposal of revenue equipment in
1996. Prior to 1996, the Company traded in revenue equipment and
reduced the basis of new additions.
Rent and purchased transportation increase to 15.6% of revenues in 1996
compared to 12.6% of revenues in 1995. This increase was attributable
primarily to the increased use of owner-operators by the Company and
increased expenses related to logistics services.
Interest expense was $4,844,062 in 1996 compared to $5,524,467 in 1995.
This decrease in interest expense was due to the decrease in average
outstanding debt during 1996 as compared to 1995.
The effective income tax rate increased to 36.1% in 1996 compared to
36.0% in 1995, as described in Note 6 of the Notes to Consolidated
Financial Statements.
11
<PAGE>
1995 Compared to 1994
Operating revenues grew 13.7% to $333 million in 1995 from
$293 million in 1994. This growth was due to the increase in the
average number of tractors in service during the year and increased
revenues from logistics services.
Revenues per mile were $1.25 in 1995 compared to $1.26 in
1994. There were no material rate increases during 1995.
Salaries, wages and benefits were 37.9% of revenues in 1995 compared to
38.1% of revenues in 1994. This decrease was due to owner-operator tractors
representing a larger percentage of the average number of total tractors in
service during 1995 compared to 1994.
Operations and maintenance expenses decreased to 20.1% of revenues in
1995 from 22.0% of revenues in 1994. This decrease resulted from the larger
percentage of owner-operator tractors used in 1995.
Insurance and claims expense was 4.7% of revenues in 1995 compared to 5.0%
in 1994. This decrease was due principally to improvement in claims handling
and experience.
Depreciation and amortization increased slightly in 1995 to 11.8% of
revenues from 11.5% of revenues in 1994. This increase resulted from the
Company reducing its trade-in cycle of tractors during 1995, a reduced
utilization of tractors in 1995 and the addition of a fleet-wide
satellite tracking system which was installed in the latter part of 1994.
This was partially offset by an increase in the use of owner-operators and
expanded revenues from logistics services.
Rent and purchased transportation rose to 12.6% of revenues in 1995
compared to 8.0% of revenues in 1994. The increase was attributable primarily
to increased use of owner-operators and expenses incurred related to the
Company's logistics services.
Interest expense was $5,524,467 in 1995 compared to $1,801,981 in 1994.
This increase in interest expense was due to the increase in average
outstanding debt during 1995.
The effective income tax rate decreased to 36.0% in 1995 from 38.8% in 1994,
as described in Note 6 of the Notes to Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business continues to require significant investments in
new revenue equipment and office and terminal facilities. These investments
have been financed largely from cash provided by operating activities,
secured and unsecured borrowing and unsecured credit facilities during
the past three years.
Net cash provided by operating activities was approximately $53.7 million
in 1996, $55.4 million in 1995, and $55.8 million in 1994. At December 31,
1996, the Company had total outstanding obligations of $60 million related
to purchases of revenue equipment.
12
<PAGE>
The Company expects to have expenditures, net of sales, of approximately
$48 million for additional revenue equipment in 1997. The Company
expects to fund these expenditures through cash provided by operating
activities, secured borrowings, or existing credit facilities.
Prevailing interest rates and the market for used revenue equipment
may affect the timing of the Company's purchase of new and
replacement revenue equipment. Historically, cash provided by operating
activities, secured and unsecured borrowing and existing credit facilities
have been sufficient to satisfy substantially all of the Company's working
capital and capital expenditure requirements. The Company has separate
bank lines of credit providing for borrowings of up to $30 million and
$5 million, respectively, with interest at the lower of the bank's
prime rate or the 30-day LIBOR rate plus .45%. At December 31, 1996, there
was $25.1 million outstanding under these lines of credit. Management
expects to maintain these lines of credit for an indefinite period.
In 1995, the Company announced a plan to repurchase 1,000,000 of its shares
of common stock. The Company repurchased 586,100 of its shares during 1996
and 413,900 of its shares during 1995 at the aggregate costs of approximately
$11.5 million and $7.8 million, respectively. Primarily as a result of the
repurchase of these shares, the Company's weighted average common shares and
common share equivalents have decreased from 13,097,586 in 1994 to 12,244,873
in 1996
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Consolidated Financial Statements and Financial Statement
Schedules are included on pages 28 to 46.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
13
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and certain other information about the Company's directors,
executive officers and other officers as of March 7, 1997 are set forth below:
Name Age Position
Michael S. Starnes 52 Chairman of the Board,
President, Chief
Executive Officer and
Director
James W. Welch 53 Senior Vice President -
Marketing and Director
M. J. Barrow 52 Senior Vice President -
Finance and Administration,
Secretary - Treasurer and
Director
Mike Reaves 52 Senior Vice President -
Driver Services
Robert P. Hurt 62 Vice President -
Maintenance, Assistant
Secretary and Director
John W. Hudson 56 Vice President -
Human Resources
Jerry L. Stairs 55 Vice President -
Safety and Risk Management
Kenneth B. Stonebrook 35 Vice President - Asset
Utilization
Carl J. Mungenast 57 Advisor to the Chairman
and Director
Daniel P. Goodspeed 30 Controller
Morris H. Fair 67 Director
Jack H. Morris, III 66 Director
14
<PAGE>
Michael S. Starnes has served as a director, Chief Executive Officer and
President of the Company since 1978. In 1986, Mr. Starnes was named
Chairman of the Board. Mr. Starnes is also a director of RFS Hotel
Investors, Inc., a real estate investment trust.
James W. Welch joined the Company in 1982 as a director and Vice President-
Sales. In 1989, Mr. Welch was named Senior Vice President-Marketing of the
Company and is an executive officer of the Company.
M. J. Barrow joined the Company in 1982 as Controller and Treasurer.
Shortly thereafter, he was elected as a director of the Company and named
Vice President-Finance. Mr. Barrow was named Secretary-Treasurer of the
Company in 1986 and Senior Vice President-Finance of the Company in 1989.
In 1996, he was named Senior Vice President - Finance and Administration.
Mike Reaves joined the Company on June 20, 1994 and was named Vice
President-Driver Services of the Company in 1995. In 1996, he was named
Senior Vice President - Driver Services. Prior to joining the Company,
Mr. Reaves was employed by Yellow Corporation, the parent company of
several less-than-truckload carriers, for more than five years in
various sales management positions.
Robert P. Hurt joined the Company in 1983 as a director and Vice President-
Operations and Maintenance. Mr. Hurt was named Vice President-Maintenance
of the Company in 1984.
John M. Hudson joined the Company in 1990 and was named Vice President-
Human Resources of the Company in 1991 and Vice President-Process and
Individual Development of the Company in 1994. In 1996, he resumed the
position of Vice President - Human Resources
Jerry L. Stairs joined the Company in 1986 and was named Vice President-
Safety and Risk Management of the Company in 1993.
Kenneth B. Stonebrook joined the Company 1983 and was named Vice
President-Human Resources of the Company in 1994. He was named Vice
President and General Manager - Southeast Region in 1996 and became
Vice President - Asset Utilization in 1997.
Carl J. Mungenast joined the Company as Executive Vice President
and Chief Operating Officer in April 1994. Mr. Mungenast was elected as a
director of the Company in May 1994. In June 1996, for health reasons,
Mr. Mungenast's duties were curtailed and he was named Advisor to the
Chairman. Mr. Mungenast was employed by Sears Roebuck and Company from
1958 until his retirement in December 1993. At the time of his retirement,
he was Senior Vice President for Sears Logistics Services in Itasca,
Illinois and responsible for all distribution, transportation and home
delivery services for Sears.
Daniel P. Goodspeed joined the Company in 1995 and was named Controller
of the Company in 1997. Mr. Goodspeed was employed by Deloitte & Touche LLP
from October 1991 until he joined the Company.
Morris H. Fair has served as a director of the Company since 1986. Mr. Fair
has been a Senior Vice President of Union Planters Corporation, a bank holding
company, for more than five years.
15
<PAGE>
Jack H. Morris, III has served as a director of the Company since 1986. Mr.
Morris has been Chief Executive Officer of Auto Glass of Memphis, Inc. for
more than five years.
The Amended and Restated Bylaws of the Company provide for a Board of
Directors consisting of not less than three members, which number may be
fixed from time to time by resolution of the Board of Directors. The term of
each director expires at the next annual meeting of shareholders following the
election of the director.
16
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table and related notes summarizes the compensation paid by
the Company to its Chief Executive Officer and the four other most highly
compensated executive officers for the three fiscal years ended December 31,
1996.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Other Compensation
Compensation
______________________________________________________________________________________
Name and Retirement Life
Principal Position Year Salary Bonus Options Savings Plan(1) Insurance(2)
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Michael S. Starnes 1996 $325,728 -- 30,000 -- $63,643
Chairman of Board, 1995 325,246 -- -- -- 64,238
President and Chief 1994 313,190 $29,096 -- $ 834 73,775
Executive Officer
Carl J. Mungenast(3) 1996 103,838 -- 25,000 3,931 --
Advisor to the Chairman 1995 205,815 -- 40,000 4,620 --
1994 190,401(4) 18,500 50,000 -- --
James W. Welch 1996 179,178 -- 20,000 4,750 5,887
Senior Vice President - 1995 188,178 -- -- 4,620 4,387
Marketing 1994 179,178 16,574 20,000 834 4,052
M.J. Barrow 1996 131,765 -- 20,000 3,294 5,984
Senior Vice President - 1995 138,365 -- -- 3,170 4,667
Finance and Administration 1994 135,313 12,188 20,000 3,589 4,313
Secretary-Treasurer
Mike Reaves 1996 123,077 -- 20,000 3,736 --
Senior Vice President - 1995 94,071 900 5,000 3,736 --
Driver Services 1994 46,731 4,050 5,000 862 --
<FN>
(1) The Company's contribution to the named individual's account in the
Company's Retirement Savings Plan. The Company's Profit Sharing Plan
was merged into the Retirement Savings Plan in 1996.
(2) Premiums paid by the Company on split-dollar life insurance policies
covering the named individual. Upon death of an individual, the
Company will be reimbursed the amount it has paid in premiums.
(3) Mr. Mungenast was employed as Executive Vice President and Chief
Operating Officer of the Company from April 1994 to June 1996.
(4) The amount listed under this column included $44,247 of reimbursed
relocation expenses.
</FN>
</TABLE>
17
<PAGE>
The following table sets forth information with respect to stock options
granted to the Chief Executive Officer and each of the four other most
highly compensated executive officers during the year ended December 31, 1996.
<TABLE>
<CAPTION>
Individual Grants
_________________________________________________________________________ Potential realizable
value at assumed
% of annual rates
Number of Total of stock price
Securities Options Exercise appreciation for
Underlying Granted to or Base option term
Options Employees in Price Expiration _____________________
Name Granted (#) Fiscal Year ($/SH) Date 5% 10%
____ ___________ _____________ _________ __________ ____ _____
<S> <C> <C> <C> <C> <C> <C>
Michael S.
Starnes 30,000 1.9% $18.00 2/04/06 $339,603 $860,620
Carl J.
Mungenast 25,000 1.6% $18.00 2/04/06 $283,602 $717,184
James W.
Welch 20,000 1.3% $18.00 2/04/06 $226,402 $573,747
M.J.
Barrow 20,000 1.3% $18.00 2/04/06 $226,402 $573,747
Mike
Reaves 20,000 1.3% $18.00 2/04/06 $226,402 $573,747
</TABLE>
18
<PAGE>
The following table sets forth information with respect to stock options
exercised by the Chief Executive Officer and each of the four other
most highly compensated executive officers during the year ended
December 31, 1996.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1996 and Year-End Value Table
Number of Value of Unexercised
Unexercised Options In-the-Money Options
Shares At December 31, 1996 At December 31, 1996(1)
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Michael S.
Starnes -- -- -- 90,000 -- --
Carl J.
Mungenast -- -- 16,000 49,000 -- --
James W.
Welch 50,000 $731,250 40,000 40,000 $364,900 --
M.J.
Barrow -- -- 40,000 40,000 364,900 --
Mike
Reaves -- -- -- 30,000 -- --
<FN>
(1) This amount is the aggregate of the number of options multiplied by the
difference between the last sale price of $16.31 of the Common Stock
on the last trading day in 1996 minus the exercise price for those
options.
</FN>
</TABLE>
19
<PAGE>
Employment Contracts
____________________
The Company has employment agreements with Michael S. Starnes, Carl J.
Mungenast, James W. Welch and M.J. Barrow. Under each of these employment
agreements, the Executive Compensation Committee of the Company's Board of
Directors determines the annual base salary of the executive officer and may
award discretionary bonuses to the executive officer. Each executive officer
is entitled to participate in all employee benefit plans generally available
to the Company's employees. The Company shall reimburse all ordinary and
necessary business expenses incurred by each of these executive officers.
Each of these employment agreements provide that the employment
of the executive officer may be terminated by either the Company
or the executive officer upon thirty days notice. Mr. Mungenast's and
Mr. Welch's employment agreements contain certain non-competition and
confidentiality provisions which continue after the term of their employment.
Compensation of Director
________________________
Directors who are not full-time employees receive a fee of $1,500 for each
meeting of the Board of Directors they attend and for each Committee meeting
they attend if not held on a day on which a meeting of the Board of Directors
is held. Directors who are also officers of the Company receive no additional
compensation for services as directors. Under the Company's Non-Employee
Director Stock Option Plan, which was approved by the shareholders, each
non-employee director received on September 14, 1994, an automatic, non-
discretionary award of an option to purchase 2,500 shares of Common Stock
and all new non-employee directors will receive a similar award upon their
election to the Board. The option price per share is equal to the fair
market value of the Common Stock on the date of the grant. Each stock option
shall vest and become exercisable in five (5) equal annual installments on
the anniversary dates of the date of the grant. If a non-employee director
ceases to be a director of the Company for any reason other than death or
disability, all options granted to him or her shall immediately terminate;
provided, however, the non-employee director shall have thirty (30) days
from the date on which he or she ceased to be a director to exercise any
portion of the option which was exercisable on the date that the non-employee
director ceased to be a director of the Company.
Compensation Committee Interlocks and
Inside Participation in Compensation Decisions
______________________________________________
Compensation decisions regarding the executive officers of the Company are
made by the Executive Compensation Committee of the Company's Board of
Directors. The Executive Compensation Committee consists of Michael S.
Starnes, the Company's President and Chief Executive Officer, and the Company's
two non-employee directors, Morris H. Fair and Jack H. Morris, III.
20
<PAGE>
Compliance With Section 16(a) of the
Securities Exchange Act of 1934
____________________________________
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons
who own more than ten percent of a registered class of the Company's equity
securities, to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than ten-percent shareholders also are required by rules
promulgated by the SEC to furnish the Company with copies of all Section 16(a)
forms they file.
The Company believes that, during the fiscal year ended December 31, 1996,
all filing requirements under Section 16(a) of the Exchange Act applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with on a timely basis.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, par value $.01 per share. As of March 7, 1997, the Company had
12,009,633 shares outstanding. The following table sets forth certain
information as of March 7, 1997, with respect to the beneficial ownership of
the Company's Common Stock by (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock; (ii) each
director of the Company; (iii) each executive officer named in the Summary
Compensation Table in Item 11; and (iv) all directors and executive officers
as a group.
21
<PAGE>
<TABLE>
<CAPTION>
OWNERSHIP OF COMMON STOCK
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class
________________ _______________________ _________
<S> <C> <C>
Michael S. Starnes
c/o M.S. Carriers, Inc.
3171 Directors Row
Memphis, Tennessee 38116 ......... 3,106,058 25.9%
Wellington Management Company
75 State Street
Boston, Massachusetts 02109 ..... 1,299,780(2) 10.8%
The Capital Group Companies, Inc. and
Capital Research and Management
Company
333 South Hope Street
Los Angeles, CA 90071 .......... 837,000(3) 7.0%
FMR Corp.
82 Devonshire Street
Boston, MA 02109 ............... 689,500(4) 5.7%
Carl J. Mungenast ................. 16,395(5) *
James W. Welch .................... 146,464(6) 1.2%
M.J. Barrow ....................... 52,334(7) *
Robert P. Hurt .................... 41,785(8) *
Mike Reaves ....................... 775(9) *
Morris H. Fair .................... 20,000(10) *
Jack H. Morris, III ............... 23,000(11) *
All executive officers and directors
as a group ...................... 3,406,811 28.3%
<FN>
*Indicates less than 1%.
(1) Beneficial ownership of Common Stock consists of sole voting and
investment power except as otherwise indicated.
(2) According to a Schedule 13G (Amendment No. 9) dated January 24, 1997,
Wellington Management Company, LLP claims as of December 31, 1996, shared
voting power with respect to 892,780 shares and shared investment power
with respect to 1,299,780 shares. Wellington Management Company, LLP does
not claim sole voting power or sole investment power with respect to any of
these shares.
22
<PAGE>
(3) According to a Schedule 13G (Amendment No. 2) dated February 12, 1997,
The Capital Group Companies, Inc. and Capital Research and Management Company,
claim as of December 31, 1996 sole investment power with respect to
837,000 shares. Neither Capital Group Companies, Inc. nor Capital Research
and Management Company claim sole voting power or shared voting power with
respect to any of these shares.
(4) According to a Schedule 13G dated February 14, 1997, FMR Corp. claims
as of December 31, 1996, sole voting power with respect to 108,000
shares and sole investment power with respect to 689,500 shares. FMR
Corp. does not claim shared voting power or shared investment power with
respect to any of these shares.
(5) The shares of Common Stock shown as beneficially owned by Carl J.
Mungenast represent 395 shares allocated to his account in the Company's
Retirement Savings Plan and 16,000 shares which he may acquire through the
exercise of stock options within 60 days of March 7, 1997.
(6) The shares of Common Stock shown as beneficially owned by James W. Welch
represent 100,000 shares owned directly by him, 6,464 shares allocated to his
account in the Company's Retirement Savings Plan and 40,000 shares which he
may acquire through the exercise of stock options within 60 days of March 7,
1997.
(7) The shares of Common Stock shown as beneficially owned by M. J. Barrow
represent 7,931 shares owned directly by him, 60 shares owned by him as
custodian for his children, 4,343 shares allocated to his account in the
Company's Retirement Savings Plan and 40,000 shares which he may acquire
through the exercise of stock options within 60 days of March 7, 1997.
(8) The shares of Common Stock shown as beneficially owned by Robert P. Hurt
represent 17,600 shares owned directly by him, 4,185 shares allocated to his
account in the Company's Retirement Savings Plan and 20,000 shares which he
may acquire through the exercise of stock options within 60 days of March 7,
1997.
(9) The shares of Common Stock shown as beneficially owned by Mike Reaves
represent 775 shares allocated to his account in the Company's Retirement
Savings Plan.
(10) The shares of Common Stock shown as beneficially owned by Morris H. Fair
represent 19,000 shares owned directly by him and 1000 shares which he may
acquire through the exercise of stock options within 60 days of March 7, 1997.
(11) The shares of Common Stock shown as beneficially owned by Jack H. Morris
represent 22,000 shares owned directly by him and 1000 shares which he may
acquire through the exercise of stock options within 60 days of March 7, 1997.
</FN)
</TABLE>
23
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Starnes owns 20% and his brother, C.R. Bobby Starnes, owns 40% of the
common stock of Southern Drayage, Inc., a Mississippi corporation ("SDI").
SDI is a motor common carrier providing services in markets which are not
served by the Company. During 1996, the Company paid SDI $547,000 for
transportation services provided by SDI to the Company's logistics operations.
The terms on which SDI provided services to the Company were no less
favorable than those which the Company could have obtained from
other carriers.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules.
(1) The following consolidated Financial Statements of the Company and
its Subsidiaries are included herein on the page indicated.
Page No.
Report of Independent Auditor 29
Consolidated Balance Sheets 30-31
Consolidated Statements of Income 32
Consolidated Statements of Stockholders' Equity 33
Consolidated Statements of Cash Flow 34
Notes of Consolidated Statements 35-45
(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the Company is
included herein on page 46.
(3) Exhibits -- An Exhibit Index of the exhibits required by Item 601 of
Regulation S-K is included herein on page 26-27.
(b) Reports on Form 8-K.
The Company did not file any report on Form 8-K during the last quarter
of 1996.
24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: s/ Michael S. Starnes
Michael S. Starnes
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
s/ Michael S. Starnes Chairman of the Board, President,
Michael S. Starnes Chief Executive Officer and March 28, 1997
Director Date
s/ Carl J. Mungenast Advisor to the Chairman and
Carl J. Mungenast Director March 28, 1997
Date
s/ James W. Welch Senior Vice President - March 28, 1997
James W. Welch Marketing and Director Date
s/ M.J. Barrow Senior Vice President - March 28, 1997
M.J. Barrow Finance and Administration, Date
Secretary-Treasurer and Director
s/ Robert P. Hurt Vice President - Maintenance, March 28, 1997
Robert P. Hurt Assistant Secretary and Director Date
Jack H. Morris, III Director
Morris H. Fair Director
s/ Daniel P. Goodspeed Controller March 28, 1997
Daniel P. Goodspeed Date
25
<PAGE>
EXHIBIT INDEX
Exhibit Page Number or Incorporation
Number Description By Reference
3(i).1 Restated Charter of M.S. Carriers, Incorporated by reference from
Inc. exhibits to the registrant's
Registration Statement on Form
S-1 (Registration Number
33-12070).
3(i).2 Articles of Amendment to Charter Incorporated by reference from
of M.S. Carriers, Inc. exhibits to the registrant's
Registration Statement on Form
S-3 (Registration Number
33-63280).
3(ii) Amended and Restated By-Laws of M.S. Incorporated by reference from
Carriers, Inc. exhibits to the registrant's
Registration Statement on
Form S-3 (Registration Number
33-63280).
10.1 Incentive Stock Option Plan Incorporated by reference from
exhibits to the registrant's
Registration Statement on
Form S-1 (Registration Number
33-12070).
10.2 Amendment to Incentive Stock Option Incorporated by reference from
Plan exhibits to the registrant's
Registration Statement on
Form S-1 (Registration Number
33-12070).
10.3 1993 Stock Option Plan Incorporated by reference from
exhibits to the registrant's
Registration Statement on
Form S-3 (Registration Number
33-63280).
10.4 Non-Employee Directors Stock Option Incorporated by reference
Plan from registrant's Proxy
Statement dated March 31, 1995.
10.5 Employment Agreements with James W. Incorporated by reference
Welch, M.J. Barrow and Robert P. from exhibits to the
Hurt registrant's Statement on
Form S-1 (Registration
Number 33-12070).
10.6 Employment Agreement with Michael S. Incorporated by reference
Starnes from exhibits to the
registrant's 2nd Quarter
1995 Form 10-Q.
26
<PAGE>
10.7(i) Employment Agreement with Carl J. Incorporated by reference
Mungenast from exhibits to the
registrant's 2nd Quarter
1995 Form 10-Q.
10.7(ii) Amendment to Employment Agreement Page 47-48
with Carl J. Mungenast
10.8 1993 Incentive Plan for Designated Incorporated by reference
Key Employees from exhibits to the
registrant's 2nd Quarter
1995 Form 10-Q.
10.9 M.S. Carriers, Inc. 1996 Stock Incorporated by reference
Option Plan from exhibits to the
registrant's Proxy
Statement dated April 4,
1996
21 Subsidiaries of the Registrant Page 49
27 Financial Data Schedule NOT INCLUDED WITH PAPER
FILING
27
<PAGE>
Annual Report on Form 10-K
Item 8, Item 14(a)(1) and (2), (c) and (d)
Index of Financial Statements and Financial
Statement Schedule
Financial Statements and Supplementary Data
Certain Exhibits
Financial Statement Schedule
Year ended December 31, 1996
M.S. Carriers, Inc.
Memphis, Tennessee
28
<PAGE>
Report of Independent Auditors
Board of Directors
M.S. Carriers, Inc.
We have audited the accompanying consolidated balance sheets of M.S.
Carriers, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996.
Our audits also included the financial statement schedule listed in Index
at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and the schedule based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit 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 consolidated financial
position of M.S. Carriers, Inc. and subsidiaries at December 31, 1996 and
1995, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
s/ Ernst & Young LLP
Memphis, Tennessee
January 17, 1997
29
<PAGE>
<TABLE>
M.S. Carriers, Inc. and Subsidiaries
Consolidated Balance Sheets
<CAPTION>
December 31
1996 1995
---------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,153,993 $ 486,459
Accounts receivable:
Trade, net 33,018,388 27,643,708
Officers and employees 1,506,247 1,181,729
____________ ____________
34,524,635 28,825,437
Recoverable income taxes 5,870,263 4,277,297
Deferred income taxes 3,755,000 4,136,679
Prepaid expenses and other 4,898,183 5,125,254
____________ ____________
Total current assets 50,202,074 42,851,126
Property and equipment:
Land and land improvements 6,110,279 5,568,043
Buildings 30,128,055 28,589,080
Revenue equipment 260,026,924 254,132,265
Service equipment and other 37,014,110 33,757,292
Construction in progress 177,218 3,218,800
____________ ____________
333,456,586 325,265,480
Accumulated depreciation
and amortization 96,240,862 91,407,638
____________ ____________
237,215,724 233,857,842
Other assets 3,243,916 3,225,277
____________ ____________
Total assets $290,661,714 $279,934,245
____________ ____________
____________ ____________
</TABLE>
30
<PAGE>
<TABLE>
M.S. Carriers, Inc. and Subsidiaries
Consolidated Balance Sheets (continued)
<CAPTION>
December 31
1996 1995
____________________________________
<S> <C> <C>
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $ 7,288,149 $ 4,336,847
Accrued compensation and
related costs 3,125,694 2,578,420
Other accrued expenses 6,608,104 5,552,364
Claims payable 11,694,210 13,142,682
Current maturities of
long-term obligations 14,315,462 16,666,155
___________ ____________
Total current liabilities 43,031,619 42,276,468
Long-term obligations,
less current maturities 45,373,288 47,376,558
Deferred income taxes 48,045,423 37,757,200
Commitments and contingencies
Stockholders' equity:
Common Stock, $.01 par value:
Authorized shares- 20,000,000
Issued and outstanding shares 12,009,633
in 1996 and 12,464,400 in 1995 120,096 124,644
Additional paid-in capital 59,959,590 62,076,687
Retained earnings 96,135,352 92,301,919
Cumulative translation adjustments (2,003,654) (1,979,231)
_____________ ____________
Total stockholders' equity 154,211,384 152,524,019
_____________ ____________
Total liabilities and
stockholders' equity $290,661,714 $ 279,934,245
______________ _____________
______________ _____________
<FN>
See accompanying notes.
</FN>
</TABLE>
31
<PAGE>
<TABLE>
M.S. Carriers, Inc. and Subsidiaries
Consolidated Statements of Income
<CAPTION>
Year ended December 31
1996 1995 1994
____________________________________________
<S> <C> <C> <C>
Operating revenues $340,235,583 $333,069,506 $292,882,828
Operating expenses:
Salaries, wages and benefits 127,236,924 126,176,172 111,492,850
Operations and maintenance 66,224,264 66,961,380 64,497,963
Taxes and licenses 8,972,386 10,024,270 8,746,479
Insurance and claims 18,776,953 15,666,099 14,470,493
Communications and utilities 5,208,967 6,080,563 4,698,024
Depreciation and amortization 37,010,281 39,142,879 33,694,434
Gain on disposals of revenue
equipment (2,397,205)
Rent and purchased transportation 53,014,083 41,945,874 23,564,113
Other 2,361,881 2,434,767 2,058,001
____________ ____________ _____________
316,408,534 308,432,004 263,222,357
____________ ____________ _____________
Operating income 23,827,049 24,637,502 29,660,471
Other expense (income):
Interest expense 4,844,062 5,524,467 1,801,981
Interest income (91,926) (1,448,577)
Other (395,488) 24,081 (147,994)
____________ ____________ _____________
4,356,648 4,099,971 1,653,987
____________ ____________ _____________
Income before income taxes 19,470,401 20,537,531 28,006,484
Income taxes 7,031,357 7,386,439 10,856,000
____________ ____________ _____________
Net income $12,439,044 $13,151,092 $17,150,484
_____________ ____________ ____________
_____________ ____________ ____________
Net income per share $1.02 $1.01 $1.31
_____________ ____________ ____________
_____________ ____________ ____________
Weighted average common shares
and common share equivalents 12,244,873 13,028,562 13,097,586
_____________ ____________ ____________
_____________ ____________ ____________
<FN>
See accompanying notes.
</FN>
</TABLE>
32
<PAGE>
<TABLE>
M.S. Carriers, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Additional Cumulative
Common Stock Paid-in Retained Translation
Shares Amount Capital Earnings Adjustments Total
___________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Balance at
January 1, 1994 12,875,632 $128,757 $64,118,752 $67,691,557 $ $131,939,066
Net income 17,150,484 17,150,484
Exercise of
stock options 2,668 26 19,157 19,183
Translation
adjustments (1,185,000) (1,185,000)
_______________________________________________________________________________________
Balance at December
31, 1994 12,878,300 128,783 64,137,909 84,842,041 (1,185,000) 147,923,733
Net Income 13,151,092 13,151,092
Repurchase of
common stock (413,900) (4,139) (2,061,222) (5,691,214) (7,756,575)
Translation
adjustments (794,231) (794,231)
_______________________________________________________________________________________
Balance at December
31,1995 12,464,400 124,644 62,076,687 92,301,919 (1,979,231) 152,524,019
Net Income 12,439,044 12,439,044
Exercise of
stock options 131,333 1,313 801,681 802,994
Repurchase of
common stock (586,100) (5,861) (2,918,778) (8,605,611) (11,530,250)
Translation
adjustments (24,423) (24,423)
____________________________________________________________________________________
Balance at
December 31, 1996 12,009,633 $120,096 $59,959,590 $96,135,352 $(2,003,654) $154,211,384
____________________________________________________________________________________
____________________________________________________________________________________
<FN>
See accompanying notes.
</FN>
</TABLE>
33
<PAGE>
<TABLE>
M.S. Carriers, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
<CAPTION>
Year ended December 31
1996 1995 1994
_____________________________________________
<S> <C> <C> <C>
Operating activities
Net income $12,439,044 $13,151,092 $ 17,150,484
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 37,010,281 39,142,879 33,694,434
Gain on disposals of
revenue equipment (2,397,205)
Other (324,759) (208,613) 131,483
Deferred income taxes 10,669,902 6,326,521 4,300,000
Changes in operating assets
and liabilities:
Accounts receivable (5,699,198) 4,959,327 (10,988,038)
Current and other assets (1,084,198) (5,407,782) (70,719)
Trade accounts payable 2,951,302 (2,004,678) 3,249,456
Other current liabilities 154,542 (585,670) 8,284,040
______________________________________________
Net cash provided by
operating activities 53,719,711 55,373,076 55,751,140
Investing activities
Purchases of property
and equipment (57,929,668) (76,590,161) (100,346,967)
Proceeds from disposals
of property and equipment 19,958,710 2,490,800 31,378,170
______________________________________________
Net cash used in
investing activities (37,970,958) (74,099,361) (68,968,797)
Financing activities
Proceeds from long-term
obligations 139,515 59,534,954
Net change in line of
credit obligations 12,213,000 12,856,000 (5,985,000)
Proceeds from issuance
of common stock 802,994 19,183
Repurchase of common stock (11,530,250) (7,756,575)
Principal payments on
long-term obligations (16,706,478) (16,693,412) (9,654,829)
_______________________________________________
Net cash provided by
(used in) financing activities (15,081,219) (11,593,987) 43,914,308
_______________________________________________
Increase (decrease) in cash
and cash equivalents 667,534 (30,320,272) 30,696,651
Cash and cash equivalents
at beginning of year 486,459 30,806,731 110,080
_______________________________________________
Cash and cash equivalents
at end of year $ 1,153,993 $ 486,459 $ 30,806,731
_______________________________________________
_______________________________________________
<FN>
See accompanying notes.
</FN>
</TABLE>
34
<PAGE>
M.S. Carriers, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
1. Nature of Business
M.S. Carriers, Inc. is an irregular route, truckload carrier transporting
a wide range of commodities throughout the United States, and the
provinces of Ontario and Quebec, Canada, with interline service to
Mexico. The Company may transport any type of freight (except certain
types of explosives, household goods and commodities in bulk) from any
point in the continental United States to any other point in another state
over any route selected by the Company. The Company's primary traffic
flows are between the Middle South and Southwest, Midwest, Central States,
Southeast and Northeast. The principal types of freight transported are
packages, retail goods, non-perishable foodstuffs, paper and paper products,
household appliances, furniture and packaged petroleum products.
Concentrations of credit risk with respect to trade accounts receivable are
limited due to the large number of entities comprising the Company's customer
base and their dispersion across many different industries. The Company
performs ongoing credit evaluations and generally does not require collateral.
2. Significant Accounting Policies
Organization and Principles of Consolidation
The consolidated financial statements include the accounts of
M.S. Carriers, Inc. and its wholly-owned subsidiaries, M.S. Carriers
Warehousing and Distribution, Inc., M.S. Carriers Logistics Mexico,
S.A. de C.V., M.S. International, Inc. and M.S. Global, Inc. Significant
intercompany accounts and transactions have been eliminated in consolidation.
The Company accounts for its 50% investment in Trasportes EASO S.A. de C.V.
(EASO), a Mexican trucking company, by the equity method. This investment
is included in other assets in the consolidated financial statements and is
approximately $1,197,000 and $1,254,000 at December 31, 1996 and 1995
respectively. The operations of EASO were approximately break even in 1996,
1995 and 1994.
Revenue Recognition
Operating revenues are recognized on the date the freight is delivered.
Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
35
<PAGE>
Property and Equipment
Property and equipment are stated at cost. Depreciation, which
includes amortization of assets held under capital leases, is
computed on the straight-line method over the estimated useful
lives as follows:
Buildings 15-30 Years
Revenue equipment 3-6 Years
Service equipment and other 3-5 Years
Tires and tubes purchased as part of revenue equipment are
capitalized as a cost of the equipment. Replacement tires and tubes
are expensed when placed in service.
Foreign Currency Translation
The functional currency of the Company's foreign subsidiary and equity
investee is the local currency, the Mexican peso. Balance sheet accounts
are translated at exchange rates in effect at the end of the year and income
statement accounts are translated at average exchange rates for the year.
Translation gains and losses are included as a separate component of
stockholders' equity. Transaction gains and losses included in the statement
of income were not significant.
Effective January 1, 1997, Mexico is considered to be a highly inflationary
economy. As a result, the functional currency will change from the local
currency to the reporting currency and translation gains and losses will
be made to income beginning in the first quarter of 1997 rather than as a
separate component of stockholders' equity.
Income Taxes
The Company accounts for income taxes using the liability method.
Earnings Per Share
Earnings per share is computed based on the weighted average
number of common shares outstanding during the year, adjusted
to include common stock equivalents attributable to dilutive options.
36
<PAGE>
Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. Actual results could differ
from those estimates.
Stock-Based Compensation
The Company accounts for stock-based compensation awards under provisions
of Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees.
3. Change in Accounting Estimate
Effective February 1, 1996, the Company changed the estimated salvage value
of substantially all of its trailers to more accurately reflect market
conditions. This change in accounting estimate decreased depreciation expense
by approximately $3,500,000 and increased net income by approximately
$2,200,000, or $.18 per share, for the year ended December 31, 1996.
4. Long-Term Obligations
Long-term obligations consist of the following:
<TABLE>
<CAPTION>
December 31
1996 1995
___________________________________
<S> <C> <C>
Equipment loans $13,291,078 $25,612,761
Capitalized lease obligations 21,328,672 25,573,952
Revolving line of credit 25,069,000 12,856,000
___________________________________
59,688,750 64,042,713
Less current maturities (14,315,462) (16,666,155)
___________________________________
$45,373,288 $47,376,558
___________________________________
___________________________________
</TABLE>
37
<PAGE>
The equipment loans are payable through 1998 in varying monthly
installments with interest at rates ranging from 5.7% to 8.12%
and $1,000,000 of these loans are secured by revenue equipment with
a net book value of approximately $4,100,000.
The Company has separate lines of credit available for borrowings up
to $30,000,000 and $5,000,000, respectively, with interest at the lower of
the bank's prime rate or the 30-day LIBOR rate plus .45% (6.01% and 6.26% at
December 31, 1996 and 1995, respectively). There are no commitment fees or
compensating balance requirements for the lines of credit, which expire
June 1, 1998 and April 30, 1997, respectively.
During 1994, the Company entered into sale leaseback transactions
related to revenue equipment. These capitalized leases are secured
by the related revenue equipment with a net book value at December
31, 1996 and 1995 of approximately $23,100,000 and $26,100,000,
respectively, which is net of accumulated amortization of
$6,900,000 and $3,900,000, respectively. The remaining lease terms
are from 1 to 3 years and contain renewal or fixed price purchase
options and guarantees of residual value at the end of the lease terms.
Certain of the Company's debt agreements contain covenants including
the ratios of notes payable to net worth and notes payable to cash flow.
The future maturities of long-term debt and future minimum
lease payments under capital lease obligations, by year
and in the aggregate, consist of the following at December 31,
1996:
<TABLE>
<CAPTION>
Long-Term Capital Lease
Debt Obligations
___________________________________
<S> <C> <C>
1997 $ 8,652,950 $ 7,269,364
1998 29,707,128 8,882,976
1999 8,315,267
___________________________________
38,360,078 24,467,607
Amounts representing
interest (3,138,935)
___________________________________
Total long-term
obligations $38,360,078 $21,328,672
___________________________________
___________________________________
</TABLE>
38
<PAGE>
The Company paid interest of approximately $4,769,000 in 1996,
$5,524,000 in 1995 and $1,819,000 in 1994.
5. Claims Payable
Under an agreement with its insurance underwriters, the
Company self-insures for liability of $1,500,000 for the initial
occurence per policy year, $1,250,000 for the second occurrence
per policy year, and $1,000,000 for each occurrence thereafter
involving bodily injury and property damage. Excess liability is
assumed by the insurance underwriters. Reserves for claims are
provided in amounts which management considers adequate.
The Company self-insures employee health claims up to $175,000 per
employee per policy year and workers' compensation claims up to $300,000
per employee per policy year and has provided reserves which management
considers adequate for the Company's estimated liability for covered claims.
6. Income Taxes
The liability method is used in accounting for income taxes. Under this
method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Income
tax expense (benefit) consists of the following:
39
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31
1996 1995 1994
____________________________________________
<S> <C> <C> <C>
Current:
Federal $(3,085,513) $ 1,115,242 $ 5,835,000
State (553,032) (55,324) 721,000
____________________________________________
(3,638,545) 1,059,918 6,556,000
Deferred:
Federal 9,148,595 5,273,783 3,665,000
State 1,521,307 1,052,738 635,000
____________________________________________
10,669,902 6,326,521 4,300,000
____________________________________________
$ 7,031,357 $ 7,386,439 $10,856,000
____________________________________________
____________________________________________
</TABLE>
The effective tax rate varied from the statutory federal income tax rate
of 35% as follows:
<TABLE>
<CAPTION>
Year ended December 31
1996 1995 1994
______________________________________________
<S> <C> <C> <C>
Taxes at
statutory rate $ 6,814,640 $ 7,188,136 $ 9,802,269
State income taxes,
net of federal tax
benefits 696,066 734,215 1,001,231
Other (479,349) (535,912) 52,500
________________________________________________
$ 7,031,357 $ 7,386,439 $10,856,000
________________________________________________
________________________________________________
</TABLE>
Income tax payments (refunds) were approximately $(2,046,000) in 1996,
$6,593,000 in 1995 and $2,573,000 in 1994.
The Company has alternative minimum tax credit carryforwards of
approximately $1,057,000 at December 31, 1996 which have no expiration
date and which have been utilized for financial statement purposes.
40
<PAGE>
Significant components of the Company's deferred tax liabilities and
assets as of December 31 are as follows:
<TABLE>
<CAPTION>
1996 1995
________________________________
<S> <C> <C>
Deferred tax liabilities:
Property and equipment $48,563,673 $38,075,635
Other - net 1,774,718 1,846,513
_________________________________
Total deferred tax liabilities 50,338,391 39,922,148
Deferred tax assets:
Claims payable 4,511,042 4,903,403
Other - net 1,536,926 1,398,224
_________________________________
Total deferred tax assets 6,047,968 6,301,627
_________________________________
Net deferred tax liabilities $44,290,423 $33,620,521
_________________________________
_________________________________
</TABLE>
7. Employee Benefit Plans
Effective October 1, 1996 the M.S. Carriers, Inc. Profit Sharing Plan and
Trust (the Profit Sharing Plan) was merged into M.S. Carriers, Inc.
Retirement Savings Plan (the Savings Plan). Pursuant to the merger, the
individual account balances of all employees in the Profit Sharing
Plan were transferred to the Savings Plan. Concurrent with the merger
of the plans, the Savings Plan was amended and restated.
The amended and restated Savings Plan is a defined contribution plan under
Section 401(k) of the Internal Revenue Code which provides for voluntary
contributions by employees and matching contributions by the Company.
All employees who are 19 years of age or older and have completed six
months of service are eligible for the Savings Plan. The Savings Plan
provides each participant with the option of contributing from 1% to 15%
of the employee's annual compensation. The Company matches the employee
contribution up to 50% of the participant's contribution, but limited to
a maximum of 3% of the participant's compensation. The Company's
contribution to the Savings Plan, net of forfeitures, was approximately
$1,178,000 for 1996, $1,078,000 for 1995 and $840,000 for 1994. The
Company's contribution to the Profit Sharing Plan was approximately
$323,000 for 1994. No contributions were made to the Profit Sharing Plan
by the Company during 1995 and 1996.
8. Stock Options
The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees (APB 25) and related
Interpretations in accounting for its employee stock options because
the alternative fair value accounting provided for under FASB Statement
No. 123, Accounting for Stock-Based Compensation (Statement 123),
requires use of option valuation models that were not developed for use in
valuing employee stock options. Under APB 25, because the exercise price
of the Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
The Company's Stock Option Plans (the Option Plans) provide for the
granting of either qualified or nonqualified stock options. Options are
subject to terms and conditions determined by the Compensation Committee of
the Board of Directors. Options granted under the 1986 Incentive Stock
Option Plan generally are exercisable in increments of one-third per year
beginning two years from the date of grant and expire ten years from
the date of grant. Options granted under the 1993 and 1996 Stock Option
Plans are exercisable five years from the date of grant. Under the Option
Plans, the Company may grant options to purchase up to a total of 2,600,000
shares of common stock at the prevailing market price at the date of grant.
Pro forma information regarding net income and earnings per share is
required by FASB Statement 123, and has been determined as if the
Company had accounted for its employee stock options under the fair value
method of that Statement. The fair value for these options was
estimated at the date of grant using a Black-Scholes option pricing
model with the following weighted-average assumptions for 1996 and 1995,
respectively: risk-free interest rates of 6.6% and 6.5%; a volatility
factor of the expected market price of the Company's common stock of
.25; a weighted-average expected life of the options of 7 years, and
no dividend payments.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including
the expected stock price volatility. Because the Company's employee
stock options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion,
the existing models do not necessarily provide a reliable single measure
of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the respective options' vesting period.
The Company's pro forma information follows:
Year Ended December 31
1996 1995
_______________________________
Pro forma net income $11,676,648 $13,104,073
Pro forma net income
per share $ .95 $ 1.01
Because Statement 123 applies only to stock-based compensation awards
for 1995 and future years, the pro forma disclosures under Statement
123 are not likely to be indicative of future disclosures until the
disclosures reflect all outstanding, nonvested awards.
41
<PAGE>
<TABLE>
A summary of the Company's stock option plan activity is as follows:
<CAPTION>
Number of Weighted
Shares Under Average
Option Exercise Price
______________________________________
<S> <C> <C>
Balance at January 1, 1994 384,668 $10.70
Options granted 245,000 21.22
Options exercised (2,668) 7.19
_____________________________________
Balance at December 31, 1994 627,000 14.82
Options granted 45,000 22.61
Options canceled (18,000) 21.31
_____________________________________
Balance at December 31, 1995 654,000 15.18
Options granted 1,539,000 19.03
Options exercised (131,333) 6.11
Options canceled (365,667) 19.86
_____________________________________
Balance at December 31, 1996 1,696,000 $18.37
</TABLE>
Options exercisable were 177,999, 229,669 and 214,002 at December 31, 1996,
1995 and 1994, respectively. The weighted-average fair value of options
granted during 1996 and 1995 was $8.37 and $9.82, respectively. Exercise
prices for options outstanding as of December 31, 1996 ranged from $7.19 to
$25.50.
<TABLE>
The following table segregates option information between ranges of
exercise prices as of December 31, 1996:
<CAPTION>
Exercise Price
Less Than Greater Than
$10 $10 Total
___________________________________________________
<S> <C> <C> <C>
Number of shares
under option 144,000 1,552,000 1,696,000
Weighted-average
exercise price $ 7.19 $ 19.40 $ 18.37
___________________________________________________
Weighted-average years
of remaining contractual
life 4.0 9.0 8.6
Exercisable options 144,000 33,999 177,999
Weighted-average
exercise price of
exercisable options $ 7.19 $ 21.10 $ 9.85
</TABLE>
9. Stockholders' Equity
In November 1995, the Board of Directors authorized the purchase of up to
one million shares of the Company's common stock in the open market. The
Company repurchased and retired approximately 586,000 shares at a cost of
approximately $11,500,000 in 1996 and approximately 414,000 shares at a
cost of approximately $7,800,000 in 1995 under this authorization.
At December 31, 1996, the Company had reserved 772,667 shares of its
common stock for issuance pursuant to stock option plans.
10. Significant Customers
The Company operates primarily in one business segment, that of a
truckload carrier. One customer, Sears, accounted for 10% or more of
revenues in 1996, 1995, and 1994 with revenues of $57,358,000, $59,533,000
and $43,876,000, respectively.
11. Commitments and Contingencies
The Company has noncancelable contracts to purchase revenue equipment of
approximately $66,000,000 during 1997.
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. It is the opinion of management that
such litigation and claims will be resolved without material effect on the
Company's financial position or results of operations.
12. Fair Value of Financial Instruments
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:
Cash and cash equivalents, accounts receivable, and accounts payable:
The carrying amounts reported in the balance sheet approximate fair value.
Long-term obligations, including current portion: Using a discounted
cash flow analyses, the book value approximates fair value based on the
Company's current incremental borrowing rates for similar types of
borrowing arrangements.
13. Selected Quarterly Data (Unaudited)
<TABLE>
Summarized quarterly data for 1996 and 1995 follows:
<CAPTION>
1996 (A)
March 31 June 30 September 30 December 31
_______________________________________________________________
<S> <C> <C> <C> <C>
Operating revenues $79,690,228 $84,267,277 $85,822,977 $90,455,101
Operating expenses 75,811,677 76,610,270 78,134,832 85,851,755
_______________________________________________________________
Operating income 3,878,551 7,657,007 7,688,145 4,603,346
Other expense 1,132,854 1,099,724 1,044,321 1,079,749
_______________________________________________________________
Income before taxes 2,745,697 6,557,283 6,643,824 3,523,597
Income taxes 1,020,626 2,364,097 2,387,308 1,259,326
_______________________________________________________________
Net income $ 1,725,071 $ 4,193,186 $ 4,256,516 $ 2,264,271
_______________________________________________________________
_______________________________________________________________
Net income per share $.14 $.34 $.35 $.19
_______________________________________________________________
_______________________________________________________________
1995
March 31 June 30 September 30 December 31
_______________________________________________________________
Operating revenues $81,701,370 $84,541,100 $84,326,406 $82,500,630
Operating expenses 74,973,573 77,221,560 79,399,971 76,836,900
_______________________________________________________________
Operating income 6,727,797 7,319,540 4,926,435 5,663,730
Other expense 849,108 983,678 915,978 1,351,207
_______________________________________________________________
Income before taxes 5,878,689 6,335,862 4,010,457 4,312,523
Income taxes 2,115,000 2,311,123 1,429,377 1,530,939
_______________________________________________________________
Net income $ 3,763,689 $ 4,024,739 $ 2,581,080 $ 2,781,584
_______________________________________________________________
_______________________________________________________________
Net income per share $.29 $.31 $.20 $.22
_______________________________________________________________
_______________________________________________________________
</TABLE>
(A) Includes the effect of a change in accounting estimate. See note 3.
<PAGE>
<TABLE>
Schedule II
Valuation and Qualifying Accounts
M.S. Carriers, Inc.
<CAPTION>
Column A Column B Column C Column D Column E
______________________________________________________________________________________________________________________
Additions
___________________________________
Balance at Charged to Charged to Balance at
Beginning Costs and Other End
Description Of Period Expenses Accounts Deductions Of Period
______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts receivable $508,919 $400,000 $394,309 (1) $514,610
Year ended December 31, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts receivable $492,400 $202,176 $185,657 (1) $508,919
Year ended December 31, 1994
Deducted from asset accounts:
Allowance for doubtful
accounts receivable $559,881 $233,854 $301,335 (1) $492,400
<FN>
(1) Uncollectible accounts written off, net of recoveries.
</FN>
</TABLE>
46
<PAGE>
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is made and entered into this 1st day of
June, 1996, by and between M.S. Carriers, Inc. a Tennessee
corporation (the "Company") and Carl J. Mungenast, a resident of
Germantown, Tennessee (the "Employee").
WHEREAS, the Company and Employee entered into a certain
Employment Agreement (the "Agreement") dated the first day of
April, 1994; and
WHEREAS, the Company and the Employee have determined that
it is in their mutual best interests to amend certain provisions
of the Agreement to reflect the decrease in the scope of the
duties assigned to Employee by the Company.
NOW, THEREFORE, in consideration of the premises, the
parties do amend the Agreement as follows:
Section 2 of the Agreement is deleted in its entirety and
the following is substituted in its place:
2. COMPENSATION.
(a) Base Salary. Company agrees to pay Employee an
annual base salary to be paid to him in regular installments in
accordance with the Company's usual payroll procedures. The
annual base salary to be paid Employee for the period commencing
June 1, 1996, and ending May 31, 1997, is $70,000 which shall be
paid on a pro rata basis. Thereafter, the Employee's annual base
salary shall be determined by the Company.
(b) Employee Benefits. Employee shall be eligible to
participate in such employee benefit plans as the Company may
make available to its employees in general from time to time
provided that Employee shall meet the eligibility requirements of
such plans. Notwithstanding anything contained herein to the
contrary, Employee acknowledges that he has been advised of the
following specific benefits and/or benefits plans and,
nonetheless, declines to accept such benefits or be covered by
such benefit plans: (i) all medical and dental benefits; (ii)
all group life insurance benefits; (iii) all split-dollar
insurance benefits; and (iv) all long-term disability benefits.
(c) Expense Reimbursement. The Company shall reimburse
to Employee all ordinary and necessary business expenses incurred
directly in connection with his employment duties hereunder,
47
<PAGE>
provided Employee shall satisfactorily substantiate, in such
detail as reasonably necessary, the business relationship of such
expenses.
IN WITNESS WHEREOF, the parties have executed this Amendment
on the day and year first above written.
COMPANY:
M.S. CARRIERS, INC.
BY: s/ Michael S. Starnes
Michael S. Starnes,
Chairman of the Board
EMPLOYEE:
s/ Carl J. Mungenast
CARL J. MUNGENAST
48
Exhibit 21
Subsidiaries of M.S. Carriers, Inc.
Jurisdiction of
Subsidiary Incorporation
M.S. Carriers Warehousing & Distribution, Inc. Tennessee
M.S. Nationwide, Inc. (inactive) Tennessee
M.S. Carriers Logistics Mexico, S.A. de C.V. Mexico
M.S. International, Inc. Nevada
M.S. Global, Inc. Nevada
49
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1996, AND
THE RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR
DECEMBER 31, 1996, AND THE NOTES RELATED THERETO AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,153,993
<SECURITIES> 0
<RECEIVABLES> 33,532,998
<ALLOWANCES> 514,610
<INVENTORY> 0
<CURRENT-ASSETS> 50,202,074
<PP&E> 333,456,586
<DEPRECIATION> 96,240,862
<TOTAL-ASSETS> 290,661,714
<CURRENT-LIABILITIES> 43,031,619
<BONDS> 45,373,288
<COMMON> 120,096
0
0
<OTHER-SE> 154,091,288
<TOTAL-LIABILITY-AND-EQUITY> 290,661,714
<SALES> 0
<TOTAL-REVENUES> 340,235,583
<CGS> 0
<TOTAL-COSTS> 316,408,534
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,844,062
<INCOME-PRETAX> 19,470,401
<INCOME-TAX> 7,031,357
<INCOME-CONTINUING> 12,439,044
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,439,044
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02
</TABLE>
