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