<PAGE>
M.S. Carriers, Inc.
3171 Directors Row
Memphis, TN 38131
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
For the fiscal year ended December 31, 1997
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 38131
(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 Nasdaq National Market
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. [ ]
The aggregate market value of the registrant's $.01 par value common stock
held by non-affiliates of the registrant as of March 6, 1998 was $263,175,311
(based on the closing sale price of $29.50 per share on that date, as reported
by NASDAQ).
As of March 6, 1998, 12,251,101 shares of the registrant's common stock were
outstanding.
Documents Incorporated by Reference
Materials from the Registrant's Proxy Statement relating to the 1998 Annual
Meeting of Shareholders to be held on May 1, 1998 have been incorporated by
reference into Part III, Items 11, 12 and 13.
1
<PAGE>
PART I
ITEM 1. BUSINESS
General
- - -------
M.S. Carriers, Inc. (with its subsidiaries, the "Company" or "M.S. Carriers")
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. M.S. Carriers is a Tennessee corporation
headquartered in Memphis, Tennessee. The Company's principal executive's
offices are located at 3171 Directors Row, Memphis, Tennessee 38131, and its
telephone number is (901) 332-2500.
M.S. Carriers has both common and contract authority 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 West, Southeast,
Southwest, Middle South, Central States and Northeast. The average length of a
trip (one-way) was approximately 633 miles in 1997 and 534 miles in 1996. The
principal types of freight transported are packages, retail goods, nonperishable
foodstuffs, paper and paper products, household appliances, furniture and
packaged petroleum products.
Business Strategy
- - -----------------
M.S. Carriers 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 on time deliveries,
dependable late-model equipment, fully integrated computer systems to monitor
shipment status and variations from schedules, on-board communications systems,
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.
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
2
<PAGE>
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 633 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.
Marketing
- - ---------
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.
The Company had revenues of $38.8 million in 1997 and $33.2 million in 1996
from freight shipments having either a point of origin or a point of destination
in Mexico. These shipments represented approximately 9.3% and 9.8%,
respectively, of total revenues for 1997 and 1996.
The largest 25, 10 and 5 customers accounted for approximately 57%, 43% and
33%, respectively, of the Company's revenues during 1997. Most of these
customers are large, publicly-held companies. One customer, Sears, accounted
for approximately 14% of the Company's revenues during 1997 and 17% in 1996. No
other customer accounted for more than 10% of the Company's revenues during 1997
or 1996.
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
3
<PAGE>
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
less capital for growth as owner-operators provide their own tractors. The
Company intends to continue its emphasis on recruiting and retaining
owner-operators.
Since competition for qualified drivers is intense, the Company emphasizes the
importance of attracting and retaining qualified drivers. The Company employs
driver recruiters and owner-operator recruiters. The driver compensation
programs, together with the Company's late-model equipment, relatively short
trips and get-home policies provide important incentives to attract and retain
qualified drivers. In addition, the Company operates a professional driving
academy to train new drivers and employs full-time recruiters in connection
therewith. Despite these incentives and programs, the Company
experiences difficulty from time to time in attracting and retaining qualified
drivers.
At December 31, 1997, the Company employed 3,112 persons, of whom 2,344 were
drivers, 214 were mechanics and other equipment maintenance personnel, and 554
were support personnel including management and administration. The Company
also leased 771 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.
Acquisitions
- - ------------
The trucking industry has historically been a fragmented industry which
management of the Company believes is starting to consolidate. In 1997, the
Company adopted a strategy of seeking to acquire small-to-medium trucking
companies throughout the United States. The Company believes any acquisition
should be accretive to earnings within six months and should place the Company
in new markets for customers and drivers or provide additional capacity for
other new business opportunities.
In September 1997, the Company completed its first acquisition, Hi-Way
Express. This acquisition added 262 tractors to the Company's fleet. In March
4
<PAGE>
1998, the Company concluded the purchase of certain assets relating to the U.S.
operations of Challenger Motor Freight. At closing, the Company added 195
tractors and 481 trailers to its fleet.
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.
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. From time to time,
the Company has implemented a fuel surcharge program in response to sudden
increases in the cost of fuel. However, there is no assurance that such fuel
surcharges could be used to offset future increases in fuel prices. During
1997, fuel prices steadily declined, and have remained at levels close to
historical norms.
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. The Company believes it is in substantial compliance with all
environmental laws and regulations.
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
5
<PAGE>
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, 1997, the Company
owned and operated 2,370 Company-owned tractors and leased 771 tractors owned by
owner-operators. The Company owns 8,981 van trailers; 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. The Company constantly monitors the fuel
efficiency of its power equipment.
The following table shows the type and age of equipment operated by the
Company at December 31, 1997:
<TABLE>
<CAPTION>
Model Year Tractors Trailers
--------------------------------------------
<S> <C> <C>
1998 602 2,192
1997 896 2,147
1996 515 1,189
1995 339 1,101
1994 1 998
1993 1 855
1992 11 217
1991 0 98
1990 3 107
1989 0 56
1988 1 7
1987 1 14
---------------------------
2,370 8,981
---------------------------
---------------------------
</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
6
<PAGE>
occurrence 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 1997.
7
<PAGE>
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 Nasdaq National Market ("Nasdaq")
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 Nasdaq for the periods indicated.
<TABLE>
<CAPTION>
High Low
-----------------
<S> <C> <C>
1997
1st Quarter 17 3/4 15 3/4
2nd Quarter 25 1/8 16 1/2
3rd Quarter 26 3/4 21 7/8
4th Quarter 27 15/16 20
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
</TABLE>
On March 6, 1998, the last reported sales price of the Company's common stock
was $29.50 per share. At that date, the number of shareholders of record was
216. The Company estimates that there are approximately 3,000 beneficial owners
of the Company's outstanding shares of Common Stock.
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.
8
<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
1997 1996 1995 1994 1993
(In thousands, except per share amounts)
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Statement of income data:
Operating revenues $415,933 $340,236 $333,070 $292,883 $224,716
Operating expenses:
Salaries, wages and benefits 133,517 127,237 126,176 111,493 84,820
Operations and maintenance 71,381 66,224 66,961 64,498 60,880
Taxes and licenses 10,708 8,973 10,024 8,746 6,901
Insurance and claims 18,462 18,777 15,666 14,471 9,545
Communications and utilities 5,711 5,209 6,081 4,698 4,135
Depreciation and amortization 40,094 37,010 39,143 33,694 27,360
Gains on disposals of revenue
equipment ( 490) (2,397)
Rent and purchased
transportation 99,584 53,014 41,946 23,564 4,246
Other 2,077 2,362 2,435 2,058 1,792
--------------------------------------------------------
Total operating expenses 381,044 316,409 308,432 263,222 199,679
--------------------------------------------------------
Operating income 34,889 23,827 24,638 29,661 25,037
Interest expense (5,775) (4,844) (5,525) (1,802) (2,041)
Interest income 92 1,449
Other (expense) income 320 395 (25) 147 118
--------------------------------------------------------
Income before income taxes and
cumulative effect of change
in accounting for income
taxes 29,434 19,470 20,537 28,006 23,114
Income taxes 10,472 7,031 7,386 10,856 9,512
--------------------------------------------------------
Income before cumulative effect
of accounting change 18,962 12,439 13,151 17,150 13,602
Cumulative effect as of
January 1, 1993 of change
in accounting for income
taxes 500
--------------------------------------------------------
Net income $18,962 $12,439 $13,151 $17,150 $14,102
--------------------------------------------------------
--------------------------------------------------------
Diluted earnings per share:
Income before cumulative
effect of accounting change $1.54 $1.02 $1.01 $1.31 $1.13
Cumulative effect of
accounting change 0.04
--------------------------------------------------------
Diluted earnings per share $1.54 $1.02 $1.01 $1.31 $1.17
--------------------------------------------------------
--------------------------------------------------------
Basic earnings per share:
Income before cumulative
effect of accounting change $1.57 $1.03 $1.02 $1.33 $1.15
Cumulative effect of
accounting change $0.04
--------------------------------------------------------
Basic earnings per share $1.57 $1.03 $1.02 $1.33 $1.15
--------------------------------------------------------
--------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
December 31
1997 1996 1995 1994 1993
(In thousands)
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance sheet data:
Total assets $362,246 $290,662 $279,934 $276,073 $198,960
Long-term obligations 79,977 45,373 47,377 51,187 17,985
Stockholders' equity 177,391 154,211 152,524 147,924 131,939
</TABLE>
<TABLE>
<CAPTION>
The following tables set forth data regarding the freight revenues, operations, revenue equipment and
employees of the Company.
1997 1996 1995 1994 1993
--------------------------------------------------------
For the year ended December 31:
<S> <C> <C> <C> <C> <C>
Operating ratio (1) 91.6% 93.0% 92.6% 89.9% 88.9%
Average number of truckloads
per week (2) 9,385 9,277 8,265 6,971 5,759
Average revenues per tractor
per week (2) $2,652 $2,575 $2,569 $2,613 $2,530
Average miles per trip (2) 633 534 584 617 618
Average revenue per mile (2) $1.19 $1.23 $1.25 $1.26 $1.19
At December 31:
- - ---------------
Total tractors operated
Company owned 2,370 2,046 2,078 2,106 1,854
Owner-Operator owned 771 419 253 207 0
Total tractors 3,141 2,465 2,331 2,313 1,854
Total trailers 8,981 7,156 7,190 6,481 5,256
Number of employees 3,112 2,886 2,947 3,238 2,705
<FN>
(1) Operating expenses as a percentage of operating revenues.
(2) Excludes revenues from logistics services which began
in September 1993.
</FN>
</TABLE>
10
<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
1997 1996 1995
----------------------------------
<S> <C> <C> <C>
Operating revenues 100.0% 100.0% 100.0%
Operating expenses:
Salaries, wages and benefits 32.1 37.4 37.9
Operations and maintenance 17.2 19.5 20.1
Taxes and licenses 2.6 2.6 3.0
Insurance and claims 4.4 5.5 4.7
Communications and utilities 1.4 1.5 1.8
Depreciation and amortization 9.6 10.9 11.8
Gains on disposals of revenue
equipment (0.1) (0.7)
Rent and purchased transportation 23.9 15.6 12.6
Other 0.5 0.7 0.7
----------------------------------
Total operating expenses 91.6 93.0 92.6
----------------------------------
Operating income 8.4 7.0 7.4
Interest expense 1.4 1.4 1.7
Interest income (0.5)
Other (income) expense (0.1) (0.1) 0.1
----------------------------------
Income before income taxes 7.1 5.7 6.1
Income taxes 2.5 2.0 2.2
----------------------------------
Net income 4.6% 3.7% 3.9%
----------------------------------
----------------------------------
</TABLE>
The sources of the Company's operating revenues were as follows:
<TABLE>
<CAPTION>
Year ended December 31
1997 1996 1995
[Dollars in Thousands]
-------------------------------
<S> <C> <C> <C>
Domestic Linehaul $206,368 $162,790 $166,655
Interline Service - Mexico 38,849 33,183* 28,299
Dedicated 28,266 27,644 22,129
Regional 107,366 93,794* 97,806
Logistics 35,084 22,825 18,181
-------------------------------
Total $415,933 $340,236 $333,070
-------------------------------
-------------------------------
<FN>
* Interline Service - Mexico revenue was restated for 1996 to include
international freight carried by regional trucks. Regional revenue for 1996 was
reduced by the same amount. </FN>
</TABLE>
11
<PAGE>
1997 Compared to 1996
- - ---------------------
Operating revenues grew 22.2% to $416 million in 1997 from $340 million in
1996. The Company's increase in revenues was due primarily to increased demand
from customers, expansion of the Company's fleet and increased logistics
revenues. Total trucking revenues during 1997 increased 20.0% compared to 1996
and logistics revenues during 1997 increased 53.7% compared to 1996.
The Company's fleet increased to 3,141 tractors at December 31, 1997 from
2,465 at December 31, 1996, an increase of 676 tractors. In September 1997, the
Company concluded the acquisition of certain assets of New Hi-Way Express, Inc.,
including 220 company-owned tractors and contracts with 42 owner-operators.
Revenues per mile were $1.19 in 1997 compared to $1.23 in 1996, due to a
decrease in the average loaded rate per mile experienced by the Company in 1997.
The decrease resulted from a change in freight mix rather than a change in
freight rates. Average length of haul increased to 633 miles in 1997 up from 534
miles in 1996.
The operating ratio (operating expenses as a percentage of operating
revenues) for 1997 was 91.6% compared to 93.0% for 1996.
Salaries, wages and benefits decreased to 32.1% of revenues in 1997
compared to 37.4% of revenues in 1996. This decrease was due primarily to the
owner-operator tractors representing a larger percentage of the average number
of total tractors in service during 1997 compared to 1996, which caused a shift
in operating expenses as amounts paid to owner-operators are recorded as
purchased transportation. The Company had 771 owner-operators at December 31,
1997 compared to 419 at December 31, 1996.
Operations and maintenance expenses decreased to 17.2% of revenues in 1997
from 19.5% of revenues in 1996. This decrease resulted from the expanded use of
owner-operators and lower fuel costs.
Insurance and claims expense was 4.4% of revenues in 1997 compared to 5.5%
of revenues in 1996. This decrease was due primarily to increased logistics
revenues in 1997 and to unfavorable claims experience during the last quarter of
1996.
Depreciation and amortization decreased to 9.6% of revenues in 1997
compared to 10.9% of revenues in 1996. This decrease resulted primarily from the
expanded use of owner-operators and increased logistics revenues.
The Company reported gains equal to .1% of revenues, or approximately
$500,000, from the disposal of revenue equipment in 1997 compared to .7% of
revenues, or approximately $2.4 million, in 1996.
Rent and purchased transportation increased to 23.9% of revenues in 1997
from 15.6% of revenues in 1996. This increase was attributable primarily to the
expanded use of owner-operators by the Company and increased expenses related to
logistics services.
12
<PAGE>
Interest expense was $5,775,020 in 1997 compared to $4,844,062 in 1996.
This increase in interest expense was due to an increase in average outstanding
debt during 1997 as compared to 1996.
The effective income tax rate decreased to 35.6% in 1997 compared to 36.1%
in 1996, as described in Note 7 to the Notes to Consolidated Financial
Statements.
1996 Compared to 1995
- - ---------------------
Operating revenues increased to $340 million in 1996 from $333 million in
1995. This 2.1% increase in revenues was due primarily to increased revenue from
logistics and dedicated fleet services. Total trucking revenues during 1996
increased slightly compared to 1995.
The Company's fleet increased to 2,465 tractors at December 31, 1996 from
2,310 at December 31, 1995, an increase of 155 tractors. 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. The Company had 419 owner-operators at
December 31, 1996 compared to 253 at December 31, 1995.
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 increased to 15.6% of revenues in 1996
compared to 12.6% of revenues in 1995. This increase was attributable primarily
to the expanded use of owner-operators by the Company and increased expenses
related to logistics services.
13
<PAGE>
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 7 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 $59.2 million
in 1997, $53.7 million in 1996, and $55.4 million in 1995. At December 31, 1997,
the Company had total outstanding obligations of $95.7 million related to
purchases of revenue equipment.
The Company expects to have expenditures, net of sales, of approximately
$100 million for additional revenue equipment in 1998. 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 bank lines
of credit providing for total borrowings of up to $70 million, with interest at
the lower of the bank's prime rate or the 30-day LIBOR rate plus .45%. At
December 31, 1997, there was $48.5 million outstanding under these lines of
credit. Management expects to maintain these or similar credit facilities for an
indefinite period.
Impact of Year 2000
- - -------------------
The Company has completed an assessment and will have to modify or replace
portions of its software so that its computer systems will function properly
with respect to dates in the Year 2000 and thereafter. The project is estimated
to be completed no later than July 31, 1999, which is prior to any anticipated
impact on its operating systems. Management estimates that the total Year 2000
project costs will not have a material impact on the Company's results of
operations, financial position or capital resources.
The Company believes that with modifications to its existing software, the
Year 2000 Issue will not pose significant operational problems for its computer
systems. The assessment of the impact of the Year 2000 Issue is based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including the continued availability of certain resources and
other factors. However, there is no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause material differences include, but are not
limited to, the availability and costs of personnel trained in this area, the
ability to locate and correct all relevant computer codes, the timely conversion
of systems of other companies which interface with the Company's systems, and
similar uncertainties.
14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Consolidated Financial Statements and Financial Statement
Schedules are included on pages 24 to 41.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
15
<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 6, 1998 are set forth below:
Name Age Position
- - -------------------------------------------------------------------------
Michael S. Starnes 53 Chairman of the Board,
President, Chief
Executive Officer and
Director
James W. Welch 54 Senior Vice President -
Marketing and Director
M. J. Barrow 53 Senior Vice President -
Finance and Administration,
Secretary - Treasurer and
Director
Mike Reaves 53 Senior Vice President -
Driver Services
Robert P. Hurt 63 Vice President - Maintenance
Assistant Secretary
John M. Hudson 57 Vice President -
Human Resources
Kenneth B. Stonebrook 36 Vice President - Asset
Utilization
Russell J. Begin 39 Vice President - Chairman's Office
Lisa Ayotte 33 Vice President - Safety and Risk
Management
Dwight M. Bassett 38 Controller, Chief Accounting
Officer, Assistant Secretary
Carl J. Mungenast 58 Director
Morris H. Fair 68 Director
Jack H. Morris, III 67 Director
16
<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.
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.
Russell J. Begin joined the Company in 1992 as a Cost Accountant. He was
subsequently named Senior Financial Analyst, and later Divisional Sales Manager
of the Southeast Region. In 1996 he was named Director of Marketing, and in
1997 assumed the position of Vice President - Chairman's Office.
Lisa Ayotte joined the Company in 1997 as Vice President - Safety and Risk
Management. Ms. Ayotte was previously employed by AmeriTruck Distribution
Corporation as Director of Risk Management.
Dwight M. Bassett joined the Company in 1986 and was named Director of
Accounting and Controller in 1992. In 1996, Mr. Bassett was named Director and
General Manager of the Company's Western Division and in 1997 he resumed his
position as Director of Accounting and Controller. In 1997, he was also named
Assistant Secretary of the Company.
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. In November 1997, Mr. Mungenast became a consultant to the Company.
Mr. Mungenast was employed by Sears Roebuck and Company from 1958 until his
retirement in December 1993. At the time of his retirement,
17
<PAGE>
he was Senior Vice President for Sears Logistics Services in Itasca,
Illinois and responsible for all distribution, transportation and home
delivery services for Sears.
Morris H. Fair has served as a director of the Company since 1986. Mr. Fair
was Senior Vice President of Union Planters Corporation, a bank holding
company, from September 1988 to December 1992. Mr. Fair has been associated
with Raymond James & Associates, Inc. since April 1995.
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.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to the Company, the
Company believes that its officers, directors and greater than 10% beneficial
owners complied with all Section 16(a) filing requirements applicable to them
during the Company's preceding fiscal year, except (i) Mr. Starnes filed a late
Form 5 relating to the gift of 1,045 shares of Common Stock in December 1996,
(ii) Mr. Reaves reported the purchase of 500 shares of Common Stock in May 1996
late on a Form 5 and (iii) Robert P. Hurt reported the exercise of a stock
option for 20,000 shares of Common Stock in October 1997 late on Form 5.
18
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is set forth under the
captions "Executive Compensation," "Summary Compensation Table," "Option Grants
in 1997," "Aggregated Option Exercises in 1997 and Year-End Value Table" and
"Employment Contracts" in the Registrant's Proxy Statement dated March 23, 1998
relating to its 1998 Annual Meeting of Shareholders (the "1998 Proxy Statement")
to be held on May 1, 1998, which is incorporated by reference into the Form 10-
K. With the exception of the foregoing information and other information
specifically incorporated by reference in this Form 10-K, the 1998 Proxy
Statement is not being filed as a part hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information with respect to security ownership of certain beneficial owners and
management is included under the caption "Beneficial Ownership of Common Stock"
in the 1998 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Executive Compensation Committee of the Board of Directors is comprised of
Michael S. Starnes, Morris H. Fair and Jack H. Morris, III, all of whom
participated in deliberations concerning executive officer compensation. Mr.
Starnes also serves as President and Chief Executive Officer of the Company.
The Committee establishes the compensation for Mr. Starnes and reviews
compensation set by Mr. Starnes for other executive officers. Mr. Starnes does
not participate in the Committee's deliberations concerning his compensation.
19
<PAGE>
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 25
Consolidated Balance Sheets 26-27
Consolidated Statements of Income 28
Consolidated Statements of Stockholders' Equity 29
Consolidated Statements of Cash Flow 30
Notes of Consolidated Statements 31-40
(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the Company is
included herein on page 41.
(3) Exhibits -- An Exhibit Index of the exhibits required by Item 601 of
Regulation S-K is included herein on page 22-23.
(b) Reports on Form 8-K.
The Company did not file any report on Form 8-K during the last quarter
of 1997.
20
<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, March 31, 1998
- - --------------------- Chief Executive Officer and --------------
Michael S. Starnes Director Date
s/ James W. Welch Senior Vice President - March 31, 1998
- - --------------------- Marketing and Director --------------
James W. Welch Date
s/ M.J. Barrow Senior Vice President - March 31, 1998
- - --------------------- Finance and Administration, --------------
M.J. Barrow Secretary-Treasurer and Director Date
s/ Dwight M. Bassett Controller, Chief Accounting March 31, 1998
- - --------------------- Officer and Assistant Secretary --------------
Dwight M. Bassett Date
s/ Jack H. Morris, III Director March 31, 1998
- - --------------------- --------------
Jack H. Morris, III Date
- - ---------------------
Carl J. Mungenast Director --------------
Date
- - --------------------- --------------
Morris H. Fair Director Date
21
<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.
22
<PAGE>
10.6 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 42
27 Financial Data Schedule NOT INCLUDED WITH PAPER FILING
23
<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, 1997
M.S. Carriers, Inc.
Memphis, Tennessee
24
<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, 1997 and 1996, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1997. Our audits also
included the financial statement schedule listed in the 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 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, 1997 and 1996, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997 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 27, 1998
25
<PAGE>
<TABLE>
<CAPTION>
M.S. Carriers, Inc.
Consolidated Balance Sheets
December 31
1997 1996
----------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 351,919 $ 1,153,993
Accounts receivable:
Trade, net 44,551,316 33,018,388
Officers and employees 660,370 1,506,247
----------------------------
45,211,686 34,524,635
Recoverable income taxes 4,520,917 5,870,263
Deferred income taxes 5,427,000 3,755,000
Prepaid expenses and other 4,979,826 4,898,183
----------------------------
Total current assets 60,491,348 50,202,074
Property and equipment:
Land and land improvements 6,221,032 6,110,279
Buildings 30,128,055 30,128,055
Revenue equipment 326,709,385 260,026,924
Service equipment and other 40,089,062 37,014,110
Construction in progress 114,015 177,218
----------------------------
403,261,549 333,456,586
Accumulated depreciation and amortization 106,090,776 96,240,862
----------------------------
297,170,773 237,215,724
Other assets 4,584,340 3,243,916
----------------------------
Total assets $362,246,461 $290,661,714
----------------------------
----------------------------
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
M.S. Carriers, Inc.
Consolidated Balance Sheets (continued)
December 31
1997 1996
----------------------------
<S> <C> <C>
Liabilities and Stockholders' equity
Current liabilities:
Trade accounts payable $ 5,448,110 $ 7,288,149
Accrued compensation and
related costs 2,343,595 3,125,694
Other accrued expenses 8,438,898 6,608,104
Claims payable 14,826,627 11,694,210
Current maturities of long-term
obligations 15,737,609 14,315,462
----------------------------
Total current liabilities 46,794,839 43,031,619
Long-term obligations, less current
maturities 79,977,266 45,373,288
Deferred income taxes 58,083,519 48,045,423
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value:
Authorized shares- 20,000,000
Issued and outstanding shares-12,210,601
in 1997 and 12,009,633 in 1996 122,106 120,096
Additional paid-in capital 64,175,260 9,959,590
Retained earnings 115,097,125 96,135,352
Cumulative translation adjustments (2,003,654) (2,003,654)
----------------------------
Total stockholders' equity 177,390,837 154,211,384
Total liabilities and stockholders' equity $362,246,461 $290,661,714
----------------------------
----------------------------
See accompanying notes.
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
M.S. Carriers, Inc.
Consolidated Statements of Income
Year ended December 31
1997 1996 1995
------------------------------------------
<S> <C> <C> <C>
Operating revenues $415,932,825 $340,235,583 $333,069,506
Operating expenses:
Salaries, wages and benefits 133,517,321 127,236,924 126,176,172
Operations and maintenance 71,380,518 66,224,264 66,961,380
Taxes and licenses 10,707,885 8,972,386 10,024,270
Insurance and claims 18,462,037 18,776,953 15,666,099
Communications and utilities 5,710,433 5,208,967 6,080,563
Depreciation and amortization 40,093,988 37,010,281 39,142,879
Gains on disposals of revenue
equipment (489,519) (2,397,205)
Rent and purchased
transportation 99,584,257 53,014,083 41,945,874
Other 2,077,206 2,361,881 2,434,767
------------------------------------------
381,044,126 316,408,534 308,432,004
------------------------------------------
Operating income 34,888,699 23,827,049 24,637,502
Other expense (income):
Interest expense 5,775,020 4,844,062 5,524,467
Interest income (91,926) (1,448,577)
Other (319,977) (395,488) 24,081
------------------------------------------
5,455,043 4,356,648 4,099,971
------------------------------------------
Income before income taxes 29,433,656 19,470,401 20,537,531
Income taxes 10,471,883 7,031,357 7,386,439
------------------------------------------
Net income $18,961,773 $12,439,044 $13,151,092
------------------------------------------
------------------------------------------
Basic earnings per share $ 1.57 $ 1.03 $ 1.02
------------------------------------------
------------------------------------------
Diluted earnings per share $ 1.54 $ 1.02 $ 1.01
------------------------------------------
------------------------------------------
See accompanying notes.
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
M.S. Carriers, Inc. and Subsidaries
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, 1995 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
Net income 18,961,773 18,961,773
Issuance of common stock
upon business acquisition 153,468 1,535 3,574,270 3,575,805
Exercise of stock options 47,500 475 641,400 641,875
--------------------------------------------------------------------------------------------
Balance at December 31, 1997 12,210,601 $122,106 $64,175,260 $115,097,125 $(2,003,654) $177,390,837
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
See accompanying notes.
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
M.S. Carriers, Inc.
Consolidated Statements of Cash Flows
Year ended December 31
1997 1996 1995
---------------------------------------
<S> <C> <C> <C>
Operating activities
Net income $18,961,773 $12,439,044 $13,151,092
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 40,093,988 37,010,281 39,142,879
Gains on disposals of revenue equipment (489,519) (2,397,205)
Other (220,695) (324,759) (208,613)
Deferred income taxes 8,366,096 10,669,902 6,326,521
Changes in operating assets and
liabilities:
Accounts receivable (10,687,051) (5,699,198) 4,959,327
Current and other assets 1,533,687 (1,084,198) (5,407,782)
Trade accounts payable (1,840,039) 2,951,302 (2,004,678)
Other current liabilities 3,485,198 154,542 (585,670)
---------------------------------------
Net cash provided by operating activities 59,203,438 53,719,711 55,373,076
Investing activities
Purchases of property and equipment (96,025,327) (57,929,668) (76,590,161)
Proceeds from disposals of property
and equipment 34,064,457 19,958,710 2,490,800
Business acquisition (672,739)
---------------------------------------
Net cash used in investing activities (62,633,609) (37,970,958) (74,099,361)
Financing activities
Proceeds from long-term obligations 139,515
Net change in line of credit obligations 23,403,189 12,213,000 12,856,000
Proceeds from issuance of common stock 641,875 802,994
Repurchase of common stock (11,530,250) (7,756,575)
Principal payments on long-term
obligations (21,416,967) (16,706,478) (16,693,412)
---------------------------------------
Net cash provided by (used in) financing
activities 2,628,097 (15,081,219) (11,593,987)
---------------------------------------
Increase (decrease) in cash and cash
equivalents (802,074) 667,534 (30,320,272)
Cash and cash equivalents at beginning
of year 1,153,993 486,459 30,806,731
---------------------------------------
Cash and cash equivalents at end of year $ 351,919 $ 1,153,993 $ 486,459
---------------------------------------
---------------------------------------
See accompanying notes.
</TABLE>
30
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements
December 31, 1997
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 the 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 Transportes EASO S.A. de C.V. (EASO), a Mexican trucking
company, by the equity method. This investment is classified as other assets in
the consolidated financial statements and is approximately $1,503,000 and
$1,197,000 at December 31, 1997 and 1996, respectively. The Company recognized
income of approximately $306,000 in 1997 from its investment in EASO. The
operations of EASO were approximately break even in 1996 and 1995.
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.
31
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
2. Significant Accounting Policies (continued)
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
Prior to January 1, 1997, the functional currency of the Company's foreign
subsidiary and equity investee was the local currency, the Mexican peso. Balance
sheet accounts were translated at exchange rates in effect at the end of the
year and income statement accounts were translated at average exchange rates for
the year. Translation gains and losses were included as a separate component of
stockholders' equity.
Effective January 1, 1997, Mexico was designated as a highly inflationary
economy. As a result, the functional currency was changed from the local
currency to the reporting currency. Translation gains and losses beginning
January 1, 1997 are recorded in the statement of income rather than as a
separate component of stockholders' equity.
Income Taxes
The Company accounts for income taxes using the liability method.
Earnings Per Share
In 1997, the Financial Accounting Standards Board (FASB) issued and the Company
adopted Statement No. 128, Earnings per Share. Statement 128 replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented, and where appropriate, restated to conform to
the Statement 128 requirements.
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.
32
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
2. Significant Accounting Policies (continued)
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.
Accounting Pronouncements
In 1997, the FASB issued Statement No. 130, Reporting Comprehensive Income,
which is effective for fiscal years beginning after December 15, 1997. Statement
130 establishes standards for the reporting and display of comprehensive income
and its components. The Statement requires that all items that are included in
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The Company is currently
evaluating the reporting formats recommended under this statement.
In 1997, the FASB issued Statement No. 131, Disclosures about Segments of an
Enterprise and Related Information, which is effective for fiscal years
beginning after December 15, 1997. Statement 131 changes the way public
companies report segment information in annual financial statements and also
requires those companies to report selected segment information in interim
financial reports to shareholders. The Company is evaluating the provisions of
this statement and, upon adoption, may establish different operating segments
for reporting purposes.
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, resulting in an increase in net income of
approximately $2,200,000 and an increase in both basic and diluted earnings per
share of $.18 per share for the year ended December 31, 1996.
4. Business Acquisition
In September 1997, the Company acquired substantially all of the assets and
assumed certain liabilities of a truckload carrier located in Arkansas. The
Company acquired assets, which consisted primarily of revenue equipment,
totaling approximately $19,575,000, and assumed liabilities, which consisted
primarily of capitalized lease obligations, totaling approximately $15,943,000.
In connection with this acquisition, the Company issued to the seller 153,468
shares of the Company's common stock valued at $3,575,805, recorded
approximately $443,000 in deferred payments and paid cash of $673,000. The
acquisition resulted in goodwill of approximately $1,060,000, which is being
amortized using the straight-line method over five years. This acquisition was
accounted for by the Company using the purchase method of accounting. The
results of operations of the acquired company are included in the accompanying
consolidated statement of income from the acquisition date, and are immaterial
to the Company's results of operations.
33
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
<TABLE>
<CAPTION>
5. Long-Term Obligations
Long-term obligations consist of the following:
December 31
1997 1996
--------------------------
<S> <C> <C>
Equipment loans $ 4,638,127 $13,291,078
Capitalized lease obligations 42,604,559 21,328,672
Revolving lines of credit 48,472,189 25,069,000
--------------------------
95,714,875 59,688,750
Less current maturities (15,737,609) (14,315,462)
--------------------------
$79,977,266 $45,373,288
--------------------------
--------------------------
</TABLE>
The equipment loan is due in 1998 in monthly installments and bears interest at
a rate of 8.12%.
The Company has a line of credit available for borrowings of up to $60,000,000
with interest at the lower of the bank's prime rate or the 30-day LIBOR rate
plus .45% (6.41% at December 31, 1997). The balance outstanding under this line
of credit was $38,472,189 and $25,069,000 at December 31, 1997 and 1996,
respectively. There are no commitment fees or compensating balance requirements
for the line of credit, which expires June 1, 1999.
During 1994, the Company entered into sale leaseback transactions related to
revenue equipment. These capital leases are secured by the related revenue
equipment with a net book value at December 31, 1997 and 1996 of approximately
$19,700,000 and $23,100,000, respectively, which is net of accumulated
amortization of $9,900,000 and $6,900,000, respectively, and bear interest at
8.12%. The remaining lease terms are from 1 to 2 years and contain renewal or
fixed price purchase options and guarantees of residual value at the end of the
lease terms.
During 1997, the Company entered into an agreement with a bank to provide for
borrowings of up to $10,000,000 under a separate line of credit. The line of
credit bears interest at varying rates based upon the lower of the bank's prime
rate or the 30-day LIBOR rate plus .45% (6.41% at December 31, 1997). The
balance outstanding under this line of credit, which expires June 1, 1998, was
$10,000,000 at December 31, 1997. This amount is classified as a long-term
obligation in the accompanying consolidated balance sheet because the Company
intends to refinance the line of credit on a long-term basis through a new
credit facility or through the existing $60,000,000 line of credit.
During December 1997, the Company entered into a sale leaseback transaction
related to revenue equipment. These capital leases bear interest at varying
rates based upon the 30-day LIBOR rate less .60% (5.37% at December 31, 1997)
and are secured by the related revenue equipment with a net book value at
December 31, 1997 of $18,300,000. Amortization of the revenue equipment will
begin January 1, 1998, when the assets are placed in service. The lease terms
are 3 years and contain guarantees of residual value at the end on the lease
terms.
In connection with the acquisition described in note 4, the Company assumed
approximately $15,700,000 in capitalized lease obligations related to acquired
revenue equipment with a fair value of approximately $19,175,000 at the time of
acquisition. These capital leases are secured by the related revenue equipment
34
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
5. Long-Term Obligations (continued)
with a net book value at December 31, 1997 of $18,445,000, which is net of
accumulated amortization of $730,000 and bear interest at rates ranging from 8%
to 11%.
Certain of the Company's debt agreements contain covenants including required
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
capitalized lease obligations, by year and in the aggregate, consist of the
following at December 31, 1997:
<TABLE>
<CAPTION>
Long-Term Capitalized Lease
Debt Obligations
---------------------------------
<S> <C> <C>
1998 $ 4,638,127 $13,426,030
1999 48,472,189 17,448,964
2000 15,392,802
2001 2,002,949
---------------------------------
53,110,316 48,270,745
Amounts representing interest 5,666,186
---------------------------------
Total long-term obligations $53,110,316 $42,604,559
---------------------------------
---------------------------------
</TABLE>
The Company paid interest of approximately $5,775,000 in 1997, $4,769,000 in
1996 and $5,524,000 in 1995.
6. Claims Payable
Under an agreement with its insurance underwriters, the Company self-insures for
liability of $1,500,000 for the initial occurrence 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.
7. 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 bases 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:
35
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
7. Income Taxes (continued)
<TABLE>
<CAPTION>
Year ended December 31
1997 1996 1995
---------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 1,931,443 $ (3,085,513) $ 1,115,242
State 174,344 (553,032) (55,324)
---------------------------------------------
2,105,787 (3,638,545) 1,059,918
Deferred:
Federal 7,173,148 9,148,595 5,273,783
State 1,192,948 1,521,307 1,052,738
---------------------------------------------
8,366,096 10,669,902 6,326,521
---------------------------------------------
$10,471,883 $ 7,031,357 $ 7,386,439
---------------------------------------------
---------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
The effective tax rate varied from the statutory federal income tax rate of 35%
as follows:
Year ended December 31
1997 1996 1995
--------------------------------------------
<S> <C> <C> <C>
Taxes at statutory rate $10,301,780 $6,814,640 $7,188,136
State income taxes, net
of federal tax benefits 919,231 696,066 734,215
Other (749,128) (479,349) (535,912)
--------------------------------------------
$10,471,883 $7,031,357 $7,386,439
--------------------------------------------
--------------------------------------------
</TABLE>
Income tax payments (refunds) were approximately $351,000 in 1997, $(2,046,000)
in 1996 and $6,593,000 in 1995.
The Company has alternative minimum tax credit carryforwards of approximately
$630,000 at December 31, 1997, which have no expiration date and which have been
utilized for financial statement purposes.
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
--------------------------
<S> <C> <C>
Deferred tax liabilities:
Property and equipment $59,234,157 $48,563,673
Other --net 1,969,673 1,774,718
--------------------------
Total deferred tax liabilities 61,203,830 50,338,391
--------------------------
Deferred tax assets:
Claims payable 5,719,357 4,511,042
Other -- net 2,827,954 1,536,926
--------------------------
Total deferred tax assets 8,547,311 6,047,968
--------------------------
Net deferred tax liabilities $52,656,519 $44,290,423
--------------------------
--------------------------
</TABLE>
8. Employee Benefit Plan
The M.S. Carriers, Inc. Retirement Savings Plan (the Plan) is a defined
contribution plan under Section 401(k) of the Internal Revenue Code (IRC) and
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 Plan. The Plan provides each
36
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
8. Employee Benefit Plan (continued)
participant with the option of contributing from 1% to 15% of the employee's
annual compensation subject to IRC limitations. 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 Plan, net of forfeitures, was approximately $1,098,000 for 1997, $1,178,000
for 1996 and $1,078,000 for 1995.
9. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------------------
<S> <C> <C> <C>
Numerator:
Net income available to
common stockholders $18,961,773 $12,439,044 $13,151,092
-------------------------------------------
-------------------------------------------
Denominator:
Weighted-average
shares for basic
earnings per share 12,074,140 12,123,472 12,843,326
Dilutive employee
stock options 261,064 121,401 185,236
-------------------------------------------
Adjusted weighted
average shares for
diluted earnings
per share 12,335,204 12,244,873 13,028,562
-------------------------------------------
-------------------------------------------
Basic earnings
per share $ 1.57 $ 1.03 $ 1.02
-------------------------------------------
-------------------------------------------
Diluted earnings
per share $ 1.54 $ 1.02 $ 1.01
-------------------------------------------
-------------------------------------------
</TABLE>
10. 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
37
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
10. Stock Options (continued)
for its employee stock options under the fair value method of Statement 123. The
fair value for the Company's options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 1997, 1996 and 1995, respectively: risk-free interest rates of
5.3% in 1997, 6.6% in 1996 and 6.5% in 1995, a volatility factor of the expected
market price of the Company's common stock of .27 in 1997 and .25 in 1996 and
1995; 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:
<TABLE>
<CAPTION>
Year ended December 31
1997 1996 1995
---------------------------------------
<S> <C> <C> <C>
Pro forma net income $17,638,311 $11,676,648 $13,104,073
Pro forma basic
earnings per share $ 1.46 $ .96 $ 1.02
Pro forma diluted
earnings per share $ 1.43 $ .95 $ 1.01
</TABLE>
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.
38
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
10. Stock Options (continued)
A summary of the Company's stock option plan activity is as follows:
<TABLE>
<CAPTION>
Number of Weighted
Shares Under Average
Option Exercise Price
-------------------------------
<S> <C> <C>
Balance at January 1, 1995 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
Options granted 516,500 20.93
Options exercised (47,500) 13.93
Options canceled (429,000) 18.67
-------------------------------
Balance at December 31, 1997 1,736,000 $19.01
-------------------------------
-------------------------------
</TABLE>
Options exercisable were 200,833, 177,999 and 229,669 at December 31, 1997, 1996
and 1995, respectively. The weighted-average fair value of options granted
during 1997, 1996 and 1995 was $8.86, $8.37 and $9.82, respectively. Exercise
prices for options outstanding as of December 31, 1997 ranged from $7.19 to
$26.94.
The following table segregates option information between ranges of exercise
prices as of December 31, 1997:
<TABLE>
<CAPTION>
Exercise Price
Less Than Greater Than
$10 $10 Total
----------------------------------------
<S> <C> <C> <C>
Number of shares under option 132,000 1,604,000 1,736,000
Weighted-average exercise price $ 7.19 $ 19.92 $ 19.01
Weighted-average years of
remaining contractual life 3.0 7.9 7.5
Exercisable options 132,000 76,833 200,833
Weighted-average exercise price
of exercisable options $ 7.19 $ 21.85 $ 13.00
</TABLE>
At December 31, 1997, the Company had reserved 685,167 shares of its common
stock for issuance pursuant to stock option plans.
11. 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 1997,
1996, and 1995 with revenues of $59,577,000, $57,358,000 and $59,533,000,
respectively.
12. Commitments and Contingencies
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.
39
<PAGE>
M.S. Carriers, Inc.
Notes to Consolidated Financial Statements (continued)
13. Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, and
accounts payable approximate fair value. The book value of long-term
obligations, including current portion, approxi-mates fair value based on the
Company's current incremental borrowing rates for similar types of borrowing
arrangements.
14. Selected Quarterly Data (Unaudited)
Summarized quarterly data for 1997 and 1996 follows:
<TABLE>
<CAPTION>
1997
March 31 June 30 September 30 December 31
-------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues $92,699,990 $101,511,950 $107,465,935 $114,254,950
Operating expenses 86,806,599 92,422,387 97,140,083 104,675,057
-------------------------------------------------------
Operating income 5,893,391 9,089,563 10,325,852 9,579,893
Other expense 1,249,589 1,397,517 1,670,508 1,137,429
-------------------------------------------------------
Income before taxes 4,643,802 7,692,046 8,655,344 8,442,464
Income taxes 1,643,822 2,790,178 3,085,265 2,952,618
-------------------------------------------------------
Net income $ 2,999.980 $4,901,868 $ 5,570,079 $ 5,489,846
-------------------------------------------------------
-------------------------------------------------------
Basic earnings per
share $ .25 $ .41 $ .46 $ .45
-------------------------------------------------------
-------------------------------------------------------
Diluted earnings per
share $ .25 $ .40 $ .45 $ .44
-------------------------------------------------------
-------------------------------------------------------
</TABLE>
<TABLE>
<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
-------------------------------------------------------
-------------------------------------------------------
Basic earnings per
share $ .15 $ .34 $ .35 $ .19
-------------------------------------------------------
-------------------------------------------------------
Diluted earnings per
share $ .15 $ .34 $ .34 $ .19
-------------------------------------------------------
-------------------------------------------------------
<FN>
(A) Includes the effect of a change in accounting estimate. See note 3.
</FN>
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
Schedule II
Valuation and Qualifying Accounts
M.S. Carriers, Inc.
Column A Column B Column C Column D Column E
- - -------------------------------------------------------------------------------------------------------------------
Additions
Charged Charged
Balance at to to Balance at
Beginning Costs and Other End
Description Of Period Expenses Accounts Deductions Of Period
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ended December 31, 1997
Deducted from asset accounts:
Allowance for doubtful accounts
receivable $514,610 $1,268,497 $285,456 (1) $1,497,651
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
<FN>
(1) Uncollectible accounts written off, net of recoveries.
</FN>
</TABLE>
41
<PAGE>
Exhibit 21
Subsidaries 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
42
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1997, AND
THE RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR
DECEMBER 31, 1997, 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 351,919
<SECURITIES> 0
<RECEIVABLES> 46,048,967
<ALLOWANCES> 1,497,651
<INVENTORY> 0
<CURRENT-ASSETS> 60,491,348
<PP&E> 403,261,549
<DEPRECIATION> 106,090,776
<TOTAL-ASSETS> 362,246,461
<CURRENT-LIABILITIES> 46,794,839
<BONDS> 79,977,266
<COMMON> 122,106
0
0
<OTHER-SE> 177,390,837
<TOTAL-LIABILITY-AND-EQUITY> 362,246,461
<SALES> 0
<TOTAL-REVENUES> 415,932,825
<CGS> 0
<TOTAL-COSTS> 381,044,126
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,775,020
<INCOME-PRETAX> 29,433,656
<INCOME-TAX> 10,471,883
<INCOME-CONTINUING> 18,961,773
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,961,773
<EPS-PRIMARY> 1.57
<EPS-DILUTED> 1.54
</TABLE>
