-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ei57OjS+nYvxldN3yB9l81rYPMyfERegeBLLuaLBwX+i5CRyI+NQimutMGa8XNxs srKBV5PK6nrNj8oCY+JRsQ== 0000790372-00-000005.txt : 20000516 0000790372-00-000005.hdr.sgml : 20000516 ACCESSION NUMBER: 0000790372-00-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MS CARRIERS INC CENTRAL INDEX KEY: 0000790372 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 621014070 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-14781 FILM NUMBER: 635893 BUSINESS ADDRESS: STREET 1: 3171 DIRECTORS ROW CITY: MEMPHIS STATE: TN ZIP: 38116 BUSINESS PHONE: 9013322500 MAIL ADDRESS: STREET 1: 3171 DIRECTORS ROW CITY: MEMPHIS STATE: TN ZIP: 38116 10-Q 1 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 March 31, 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: Outstanding common shares at April 30, 2000 - 11,711,801 -1- M.S. CARRIERS, INC. INDEX TO FORM 10-Q CONTENTS PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999............................................. 3 Consolidated Statements of Income for the Three Months Ended March 31, 2000 and 1999....................................... 5 Consolidated Statement of Stockholders' Equity for the Three Months Ended March 31, 2000................................... 6 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999................................. 7 Notes to Financial Statements................................... 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................... 10 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................................................... 15 PART II - OTHER INFORMATION Item 1 - Legal Proceedings...................................... 16 Item 2 - Changes in Securities.................................. 16 Item 3 - Defaults Upon Senior Securities........................ 16 Item 4 - Submission of Matters to a Vote of Security Holders.... 16 Item 5 - Other Information...................................... 16 Item 6 - Exhibits and Reports on Form 8-K....................... 16 Signatures...................................................... 18 -2- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
M.S. CARRIERS, INC. CONSOLIDATED BALANCE SHEETS MARCH 31 December 31 2000 1999 ---------------------------------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 335,572 $ 242,606 Accounts receivable: Trade, net 82,402,225 74,235,169 Officers and employees 1,556,444 1,372,312 ---------------------------------------- 83,958,669 75,607,481 Recoverable income taxes 3,469,813 4,391,692 Deferred income taxes 9,637,000 9,558,000 Prepaid expenses and other 13,455,000 6,627,602 ---------------------------------------- Total current assets 110,856,054 96,427,381 Property and equipment: Land and land improvements 8,565,232 8,563,092 Buildings 33,859,641 33,853,177 Revenue equipment 571,506,385 538,170,367 Service equipment and other 52,211,715 50,764,814 Construction in progress 9,311,637 7,051,494 ---------------------------------------- 675,454,610 638,402,944 Less accumulated depreciation and amortization 169,714,739 157,129,859 ---------------------------------------- 505,739,871 481,273,085 Other assets 14,304,439 13,832,915 ---------------------------------------- Total assets $630,900,364 $591,533,381 ======================================== SEE ACCOMPANYING NOTES.
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M.S. CARRIERS, INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) MARCH 31 December 31 2000 1999 --------------------------------------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 6,040,110 $ 7,300,275 Accrued compensation and related costs 5,844,449 5,625,679 Accrued expenses 18,308,468 16,562,822 Claims payable 20,118,806 19,914,990 Current maturities of long-term debt 40,774,514 39,189,255 --------------------------------------- Total current liabilities 91,086,347 88,593,021 Long-term debt, less current maturities 245,157,882 202,404,874 Deferred income taxes 66,633,512 65,325,276 Stockholders' equity: Common stock Authorized Shares - 20,000,000 Issued and outstanding shares - 11,761,601 at March 31, 2000 12,283,601 at March 31, 1999 117,616 123,016 Additional paid-in capital 63,315,214 66,222,158 Retained earnings 166,677,496 170,952,739 Cumulative other comprehensive Loss (2,087,703) (2,087,703) --------------------------------------- Total stockholders' equity 228,022,623 235,210,210 --------------------------------------- Total liabilities and stockholders' equity $630,900,364 $591,533,381 ======================================= SEE ACCOMPANYING NOTES.
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M.S. CARRIERS, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31 2000 1999 ------------------------------------ Operating revenues $164,169,693 $142,814,475 Operating expenses: Salaries, wages and benefits 53,042,521 44,298,115 Operations and maintenance 28,612,284 22,873,981 Taxes and licenses 3,225,958 3,687,321 Insurance and claims 4,991,473 4,800,620 Communications and utilities 2,071,188 1,673,468 Depreciation and amortization 18,208,486 14,596,866 Gain on disposals of revenue equipment (12,934) (813,337) Rent and purchased transportation 42,917,026 38,850,777 Other 1,247,191 1,516,686 ------------------------------------ 154,303,193 131,484,497 ------------------------------------ Operating income 9,866,500 11,329,978 Other expense (income): Interest expense 3,424,101 2,900,620 Other (630,361) (459,656) ------------------------------------ 2,793,740 2,440,964 ------------------------------------ Income before income taxes 7,072,760 8,889,014 Income taxes 2,458,472 3,155,600 ------------------------------------ Net income $ 4,614,288 $ 5,733,414 ==================================== Basic earnings per share $0.39 $0.47 ==================================== Diluted earnings per share $0.38 $0.45 ==================================== SEE ACCOMPANYING NOTES.
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M.S. CARRIERS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) CUMULATIVE COMMON STOCK PAID-IN RETAINED OTHER COMPRE- SHARES AMOUNT CAPITAL EARNINGS HENSIVE LOSS TOTAL ------------------------------------------------------------------------------- Balance at January 1, 2000 12,301,601 $123,016 $66,222,158 $170,952,739 $(2,087,703) $235,210,210 Net income 4,614,288 4,614,288 Repurchase of common stock (540,000) (5,400) (2,906,944) (8,889,531) (11,801,875) ------------------------------------------------------------------------------- Balance at March 31, 2000 11,761,601 $117,616 $63,315,214 $166,677,496 $(2,087,703) $228,022,623 =============================================================================== SEE ACCOMPANYING NOTES.
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M.S. CARRIERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31 2000 1999 ------------------------------------ OPERATING ACTIVITIES Net income $ 4,614,288 $ 5,733,414 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,208,485 14,596,866 Gain on disposals of revenue equipment (12,934) (813,337) Deferred income taxes 1,229,236 1,577,800 Changes in operating assets and liabilities: Accounts receivable (8,351,188) (2,504,178) Current and other assets (6,549,137) (2,583,096) Trade accounts payable (1,260,165) (7,964,294) Other current liabilities 2,168,232 10,182,780 ------------------------------------ Net cash provided by operating activities 10,046,817 18,225,955 INVESTING ACTIVITIES Purchases of property and equipment (37,058,526) (23,458,006) Proceeds from disposals of property and equipment 7,123,449 9,538,247 ------------------------------------ Net cash used in investing activities (29,935,077) (13,919,759) FINANCING ACTIVITIES Net change in revolving line of credit obligations 39,948,546 543,000 Proceeds from issuance of common stock - 440,312 Principal payments on long-term debt obligations (8,165,445) (5,902,211) Repurchase of common stock (11,801,875) - ------------------------------------ Net cash provided by (used in) financing activities 19,981,226 (4,918,899) ------------------------------------ Increase (decrease) in cash and cash equivalents 92,966 (612,703) Cash and cash equivalents at beginning of period 242,606 1,465,303 ------------------------------------ Cash and cash equivalents at end of period $ 335,572 $ 852,600 ==================================== SEE ACCOMPANYING NOTES.
-7- M.S. CARRIERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 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 three month period ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. For further information and a listing of the Company's significant accounting policies, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1999. 2. NET INCOME PER COMMON SHARE
THREE MONTHS ENDED MARCH 31 2000 1999 -------------------------------- Numerator: Net income available to common shareholders $ 4,614,288 $ 5,733,414 ================================ Denominator: Weighted-average shares for basic earnings per share 11,949,568 12,281,246 Dilutive employee stock options 239,708 544,509 -------------------------------- Adjusted weighted-average shares for diluted earnings per share 12,189,276 12,825,755 ================================ Basic earnings per share $0.39 $0.47 ================================ Diluted earnings per share $0.38 $0.45 ================================
-8- 3. INDUSTRY SEGMENTS The Company's two reportable segments are trucking operations and logistics. These segments are classified primarily by the type of services they provide. Performance of the segments is generally evaluated by their operating income. Summarized segment information is as follows:
THREE MONTHS ENDED MARCH 31 2000 1999 ------------------------------ (in thousands) Operating Revenues: Trucking $150,653 $130,899 Logistics 17,262 15,356 Intersegment eliminations (3,745) (3,441) ------------------------------ $164,170 $142,814 ============================== Operating Income: Trucking $ 9,193 $ 10,823 Logistics 674 507 ------------------------------ $ 9,867 $ 11,330 ==============================
4. COMPREHENSIVE INCOME Comprehensive income for the three-month periods presented equals net income. -9- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth the percentage relationship of revenue and expense items to operating revenues for the periods indicated.
PERCENTAGE OF OPERATING REVENUES THREE MONTHS ENDED MARCH 31 2000 1999 ------------------- Operating revenues 100.00% 100.00% Operating expenses: Salaries, wages and benefits 32.31% 31.02% Operations and maintenance 17.43% 16.02% Taxes and licenses 1.97% 2.58% Insurance and claims 3.04% 3.36% Communications and utilities 1.26% 1.17% Depreciation and amortization 11.09% 10.22% Gain on disposals of revenue equipment (0.01%) (0.57%) Rent and purchased transportation 26.14% 27.20% Other 0.76% 1.07% ------------------- Total operating expenses 93.99% 92.07% ------------------- Operating income 6.01% 7.93% Interest expense 2.09% 2.03% Other income (0.39%) (0.32%) ------------------- Income before income taxes 4.31% 6.22% Income taxes 1.50% 2.21% ------------------- Net income 2.81% 4.01% ===================
RESULTS OF OPERATIONS Operating revenues for the first three months of 2000 increased $21.4 million, or 15.0%, to $164.2 million compared with $142.8 million for the same period in the prior year. The Company's increase in revenues was due primarily to increased capacity and increased trucking revenues. Total trucking revenues during the first quarter of 2000 increased 15.1% compared to the same period of 1999 and logistics revenues during the first quarter of 2000 increased 12.4% compared to the same period of 1999. The Company's fleet increased to 4,717 tractors at March 31, 2000 from 3,812 at March 31, 1999, an increase of 905 tractors. -10- The sources of the Company's operating revenues were as follows:
THREE MONTHS ENDED MARCH 31 2000 1999 ----------------------- (in thousands) Trucking Revenues: Domestic Irregular Route $ 92,372 $ 82,976 International Irregular Route(1) 33,887 29,710 Dedicated Route 24,394 18,213 ----------------------- Total Trucking Revenues $150,653 $130,899 Logistics Revenues 17,262 15,356 Inter Divisional Elimination (3,745) (3,441) ----------------------- Total Operating Revenues $164,170 $142,814 ======================= (1) International Irregular Route Trucking Revenues include loads originating or terminating at Laredo, TX, Brownsville, TX, El Paso, TX, Nogales, AZ, San Diego, CA, and Calexico, CA.
The operating ratio (operating expenses as a percentage of operating revenues) for the trucking and logistics segments and the Company's total business were as follows:
THREE MONTHS ENDED MARCH 31 2000 1999 -------------------- Trucking Segment 93.9% 91.7% Logistics Segment 96.1% 96.7% Total Company 94.0% 92.1%
Salaries, wages and benefits were 32.31% of operating revenues for the three month period ending March 31, 2000 compared to 31.02% for the same period in 1999. This increase was due primarily to owner-operator tractors representing a lower percentage of the average number of total tractors in service during the first quarter of 2000 compared to the first quarter 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 1287 owner-operators at March 31, 2000 compared to 1093 at March 31, 1999. -11- Operations and maintenance expenses increased to 17.43% of operating revenues for the three month period ending March 31, 2000 from 16.02% for the same period in 1999. This increase resulted primarily from higher fuel costs during the first quarter of 2000. Taxes and licenses were 1.97% and 2.58% of operating revenues for the first three months of 2000 and 1999, respectively. The decrease was primarily attributable to an adjustment made during the first quarter of 1999 to expense state licensing fees related to prior periods. Rent and purchased transportation decreased to 26.14% of operating revenues for the three month period ending March 31, 2000 from 27.20% for the same period in 1999. This decrease was due primarily to owner-operator tractors representing a lower percentage of the average number of total tractors in service during the first quarter of 2000 compared to the first quarter of 1999. Depreciation and amortization was 11.09% and 10.22% of operating revenues for the first three months of 2000 and 1999, respectively. The increase was primarily attributable to the expansion of the Company's leased owner-operator program. The Company had 602 leased owner-operators at March 31, 2000 compared to 296 at March 31, 1999. Interest expense was $3,424,101 for the first quarter of 2000 compared to $2,900,620 for the same period in 1999. The increase in interest expense was due primarily to average debt outstanding being significantly higher during the first quarter of 2000 as compared to the first quarter of 1999. LIQUIDITY AND CAPITAL RESOURCES The Company's business has required significant investment in new equipment and office and terminal facilities. These investments have been financed largely from cash provided by operating activities, secured and unsecured borrowings, and unsecured credit facilities during the past three years. During the three month period ended March 31, 2000, the Company had expenditures, net of sales, of $29.9 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 $10.0 million. The Company has bank lines of credit providing for borrowings of up to $100 million, with interest at the lower of the banks' corporate prime rate or the 30-day LIBOR rate plus .45%. At March 31, 2000 there was $88.7 million outstanding under these lines of credit. Management expects to maintain these lines of credit for an indefinite period. 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 -12- 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. The Company purchased 540,000 shares for approximately $11.8 million during the first quarter 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. TRANSPLACE.COM On March 13, 2000, the Company announced that it had signed a letter of intent with five other trucking companies to form an internet-based global transportation venture that would create a marketplace for shippers and carriers. Pursuant to the letter of intent, 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. The Company's logistics operations generated approximately $17.3 million of operating revenues and -13- $0.7 million of operating income in the three month period ending March 31, 2000. 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. -14- 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 March 31, 2000, the fair value of the Company's total long-term debt is approximately $286 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 $302,000 at March 31, 2000. At March 31, 2000, the Company had $234 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 March 31, 2000 rates for the next twelve months, the increase in interest expense would be approximately $986,000. 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 March 31, 2000. COMMODITY DERIVATIVE PRODUCT EXPOSURE The Company has market exposure to changing diesel fuel prices. The Company's policy is to manage fuel price exposure through the use of a combination of spot price purchases, fixed price contracts from vendors and commodity derivative products. Currently, the Company has entered into fuel price swaps which convert floating spot fuel prices to fixed fuel prices for a notional amount of 800,000 gallons per month through May 31, 2000 (which represents approximately 18% of fuel consumed by Company owned fleet operations at the current capacity and fleet configuration). If the fuel index on which these derivatives are based were to decrease ten percent from its March 31, 2000 level for the next twelve months, the Company would have an increase in fuel expense of $121,000 as a result of the fuel price swaps on the notional 800,000 gallons per month. -15- 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 No matters were submitted to a vote of security holders during the first 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 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). -16- 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 and M.J. Barrow from exhibits to the 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. 10.7 1996 Stock Option Plan Incorporated by reference from registrant's Proxy Statement dated April 4, 1996 -17- 27 Financial Data Schedule NOT INCLUDED WITH PAPER FILING (b) The Company did not file any reports on Form 8-K during the three months ended March 31, 2000. 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: May 15, 2000 /s/ M.J. Barrow M.J. Barrow Senior Vice President (Chief Financial Officer of the Company) -18- EX-27 2 ART. 5 FINANCIAL DATA SCHEDULES FOR 1ST QTR 10-Q FOR 1998
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF MARCH 31,2000, AND THE RELATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31,2000, AND THE NOTES RELATED THERETO AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 335,572 0 85,343,097 2,940,872 0 110,856,054 675,454,610 169,714,739 630,900,364 91,086,347 245,157,882 117,616 0 0 227,905,007 630,900,364 0 164,169,693 0 154,303,193 0 0 3,424,101 7,072,760 2,458,472 4,614,288 0 0 0 4,614,288 .39 .38
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