-----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, RSLj6DDRa6s3txKx2IAdtbWkrpPmb3NDCM4G6eCTwlAuKzN8I4XNF9fY59tYhLc0 Ecfn0RmpT0ZKPX+MiLtYRQ== 0000790372-01-500002.txt : 20010223 0000790372-01-500002.hdr.sgml : 20010223 ACCESSION NUMBER: 0000790372-01-500002 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010215 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 000-14781 FILM NUMBER: 1546492 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 FILED BY: 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: 425 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 425 1 pressrel.txt M.S. CARRIERS Filed by M.S. Carriers, Inc. Commission File No. 0-14781 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Date: February 14, 2001 The following communication is filed herewith: 1. Press Release of M.S. Carriers, Inc. dated February 13, 2001. M.S. Carriers, Inc. Reports Fourth Quarter 2000 Financial Results Contact: Joe Barrow (901) 344-4401 Phil Lutey (901) 344-4440 Memphis, Tenn. (February 13, 2001) -- M.S. Carriers, Inc. (NASDAQ: MSCA), an irregular route truckload carrier, reports the following results for the quarter and twelve months ending December 31, 2000:
Three Months Ended Twelve Months Ended December 31 December 31 2000 1999 % 2000 1999 % Change Change Revenues $ 177.2 $ 163.6 8% $ 697.5 $ 620.4 12% Operating Income $ 7.2 $ 15.3 -53% $ 42.0 $ 56.8 -26% Net Income $ 1.5 $ 7.9 -81% $ 16.3 $ 30.6 -47% Diluted Earnings Per Share $ 0.13 $ 0.62 -79% $ 1.42 $ 2.39 -41% (in millions except per share data)
1 Operating revenues for the fourth quarter of 2000 increased 8 percent to $177 million from $164 million in the same period 1999. Operating income for the fourth quarter of 2000 was $7.2 million, a 53 percent decrease from $15 million in the same period 1999. Net income for the quarter ending December 31, 2000 was $1.5 million, an 81 percent decrease from $7.9 million in the fourth quarter 1999. Diluted earnings per share for the fourth quarter of 2000 was 13 cents per share, a decrease of 79 percent from 62 cents per share for the same quarter last year. The quarter was negatively impacted by lower demand for truckload services, which led to lower equipment utilization and higher non-revenue miles. Continued high fuel costs adversely impacted results of operations as compared to the same quarter of 1999. In addition, during the fourth quarter of 2000, the Company modified its method of estimating and accounting for accident, workers' compensation, cargo and physical damage claims. The modification included applying actuarial loss development factors to estimate claims. Using these modified procedures resulted in a $1.6 million increase to insurance and claims expense during the fourth quarter of 2000, and a $6.9 million restatement of retained earnings to reflect an increase in claims reserves at December 31, 1997. Mike Starnes, chairman and chief executive officer, said, "Our fourth quarter results were negatively impacted by several factors. First, freight market conditions that have been affecting the whole truckload industry had a large impact to the quarter. Weak economic conditions hurt the general truckload freight market and led to lower equipment utilization and higher percentage of non-revenue miles. When compared to the fourth quarter of 1999, earnings were reduced by approximately $0.25 per share by a combination of lower utilization and increased deadhead. Rising fuel costs reduced quarterly earnings by $0.12 per share when compared to the fourth quarter of 1999. The charge to insurance and claims expense during the fourth quarter of 2000 reduced earnings by $0.09 per share." As previously announced, the Company entered a merger agreement with Swift Transportation Co., Inc. on December 11, 2000. Management has reviewed the charges related to insurance and claims as well as the results of the fourth quarter 2000 with Swift, and has received confirmation from Swift that the proposed merger is not affected and remains scheduled to close in the Spring of 2001. The Company will hold a conference call regarding fourth quarter and year to date 2000 earnings February 14, 2001 at 10:00 a.m. Eastern Standard Time. The call may be accessed at (888) 400-7918 in the United States or (952) 556-2844 Internationally. The conference call will be available for replay from 3:30 p.m. EST, February 14, 2001 until 12:00 a.m. EST, February 21, 2001 at (800) 475-6701 in the United States and (320) 365-3844 Internationally using access code 571648. 2 This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.This information is in accordance with the company's current expectations and is subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. With respect to M.S. Carriers' financial results these uncertainties include, without limitation, the following: M.S. Carriers will have reasonable success recruiting and retaining experienced drivers and owner operators at the company's current compensation level; demand and pricing for the markets served by M.S. Carriers will remain at current levels; fuel will remain available and without rapid price fluctuations; and the company's accident experience will remain at historical levels. With respect to the proposed merger transaction with Swift these uncertainties include, without limitation, the following: the inability to obtain governmental approvals of the merger on the proposed terms and schedule; the failure of M.S. Carriers and Swift stockholders to approve the merger; the risk that the businesses will not be integrated successfully; the risk that the revenue synergies and costs savings anticipated from the merger may not be fully realized or may take longer to realize than expected; the risk that additional insurance and claims reserves and expenses may be incurred; disruptions from the merger making it more difficult to maintain relationships with customers, employees or suppliers; and increased competition and its effects on pricing , spending, third-party relationships and revenues. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the 1999 Annual Report on Form 10-K of M.S. Carriers with the Securities Exchange Commission. This press release is being filed with the SEC pursuant to Rule 425 under the Securities Act of 1933. 3
M.S. CARRIERS, INC. AND SUBSIDIARIES STATEMENTS OF INCOME Three Months Ended Twelve Months Ended 31-Dec 31-Dec 2000 1999 2000 1999 Percent Percent Percent Percent Of of of of Revenue Revenue Revenue Revenue Operating Revenues $177,237,125 $163,568,172 $697,521,957 $620,414,137 Operating Expenses: Salaries, wages and benefits 65,673,447 37.05% 47,636,246 29.12% 236,726,123 33.94% 184,676,598 29.77% Operations and maintenance 33,691,483 19.01% 26,551,414 16.23% 128,975,476 18.49% 97,946,624 15.79% Taxes and licenses 3,680,170 2.08% 2,586,416 1.58% 14,690,488 2.11% 12,663,778 2.04% Insurance and claims 7,114,446 4.01% 5,893,305 3.60% 23,212,634 3.33% 21,986,637 3.54% Communications and utilities 2,679,178 1.51% 2,064,206 1.26% 9,306,977 1.33% 7,907,923 1.27% Depreciation and amortization 16,980,576 9.58% 17,066,043 10.43% 70,665,611 10.13% 62,400,797 10.06% Gain on disposal of revenue equipment -228,362 -0.13% 166,482 0.10% -1,108,415 -0.16% -940,944 -0.15% Rent and purchased transportation 38,574,728 21.76% 45,175,538 27.62% 166,982,436 23.94% 171,572,280 27.65% Other 1,843,618 1.04% 1,176,304 0.72% 6,115,739 0.88% 5,407,423 0.87% Total Operating Expenses 170,009,284 95.92% 148,315,954 90.68% 655,567,069 93.99% 563,621,116 90.85% Operating Income 7,227,841 4.08% 15,252,218 9.32% 41,954,888 6.01% 56,793,021 9.15% Other Expense (income): Interest Expense 4,976,010 2.81% 3,695,795 2.26% 18,244,136 2.62% 12,591,491 2.03% Other 4,965 0.00% -652,993 -0.40% -1,447,566 -0.21% -3,220,837 -0.52% 4,980,975 2.81% 3,042,802 1.86% 16,796,570 2.41% 9,370,654 1.51% Income before income taxes 2,246,866 1.27% 12,209,416 7.46% 25,158,318 3.61% 47,422,367 7.64% Income taxes 782,644 0.44% 4,348,615 2.66% 8,816,069 1.26% 16,834,942 2.71% Net income $1,464,222 0.83% $7,860,801 4.81% $16,342,249 2.34% $30,587,425 4.93% Diluted Earnings per share $0.13 $0.62 $1.42 $2.39 Weighted Average Common Shares & 11,203,581 12,700,206 11,538,657 12,815,615 Common Share Equivalents
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M.S. CARRIERS, INC. AND SUBSIDIARIES OPERATING STATISTICS Three Months Ended Twelve Months Ended 31-Dec 31-Dec 2000 1999 2000 1999 Total Miles 139,810,349 123,527,595 539,712,330 472,955,460 Empty Miles 19,302,727 15,084,881 73,729,463 57,083,284 Empty Mile % 13.81% 12.21% 13.66% 12.07% Trucking Revenue $ 174,221,286 $ 149,524,229 $ 662,462,483 $ 568,765,042 Revenue per Mile 1.246 1.210 1.227 1.202 Revenue per Loaded Mile 1.446 1.379 1.422 1.367 Ending Company Tractors 3,733 3,283 3,733 3,283 Ending Leased Owner Operators 718 562 718 562 Ending Owner Operators 678 743 678 743 Ending Tractors 5,129 4,588 5,129 4,588 Beginning Company Tractors 3,744 2,992 3,283 2,750 Beginning Leased Owner Operators 699 508 562 264 Beginning Owner Operators 688 786 743 739 Beginning Tractors 5,131 4,286 4,588 3,753 Utilization 2,092 2,169 2,110 2,263 Revenue per Tractor per Week $ 2,607 $ 2,625 $ 2,590 $ 2,721
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M.S. CARRIERS, INC. AND SUBSIDIARIES Product Revenue Statistics Three Months Ended Twelve Months Ended 31-Dec 31-Dec 2000 1999 Change 2000 1999 Change Domestic Irregular Route Trucking $ 106,841 $ 90,637 18% $ 410,264 $ 355,083 16% International Irregular Route Trucking 36,607 33,343 10% 144,589 129,704 11% Dedicated Route Trucking 30,773 25,545 20% 107,609 83,978 28% Trucking Revenue 174,221 149,524 17% 662,462 568,765 16% Logistics Revenue - 19,289 -100% 36,952 68,214 -46% Inter Divisional Elimination and Other 3,016 (5,245) N/A (1,892) (16,565) N/A Total Revenue $ 177,237 $ 163,568 8% $ 697,522 $ 620,414 12% Trucking Operating Ratio 95.9% 90.2% -5.7 points 93.9% 90.4% -3.5 points Logistics Operating Ratio N/A 97.4% N/A 97.2% 97.0% -0.2 points Total Company Operating Ratio 95.9% 90.7% -5.2 points 94.0% 90.9% -3.1 points
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