-----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, ALtACx3hhiXzYwKkmKRKmmqIapKvq3wKQF6tqoGIrwF04mRhITboXh+5I8OGKo9r b023h7R822Ldd/gZYwo/Pw== /in/edgar/work/20000811/0000950147-00-001203/0000950147-00-001203.txt : 20000921 0000950147-00-001203.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950147-00-001203 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION CO INC CENTRAL INDEX KEY: 0000863557 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 860666860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-18605 FILM NUMBER: 693010 BUSINESS ADDRESS: STREET 1: 1455 HUDA WAY CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 10-Q 1 0001.txt QUARTERLY REPORT FOR THE QTR ENDED 6/30/00 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-18605 SWIFT TRANSPORTATION CO., INC. (Exact name of registrant as specified in its charter) Nevada 86-0666860 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2200 South 75th Avenue Phoenix, AZ 85043 (602) 269-9700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) 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 the filing requirements for at least 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 practicable date (August 9, 2000) Common stock, $.001 par value: 63,235,692 shares EXHIBIT INDEX AT PAGE 16 TOTAL PAGES 20 PART I FINANCIAL INFORMATION Page Number ------ Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999 3-4 Condensed Consolidated Statements of Earnings (unaudited) for the Three and Six Month Periods Ended June 30, 2000 and 1999 5 Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Month Periods Ended June 30, 2000 and 1999 6-7 Notes to Condensed Consolidated Financial Statements 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-15 Item 3. Quantitative and Qualitative Disclosures about Market Risk 15 PART II OTHER INFORMATION Items 1, 2, 3 and 5. Not applicable Item 4. Submission of Matters to a Vote of Security Holders 16 Item 6. Exhibits and Reports on Form 8-K 16 2 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except share data) June 30, December 31, 2000 1999 -------- -------- (unaudited) Assets Current assets: Cash $ 3,485 $ 9,969 Accounts receivable, net 179,339 153,418 Equipment sales receivable 14,239 5,966 Inventories and supplies 7,854 7,410 Prepaid taxes, licenses and insurance 12,675 17,010 Assets held for sale 3,606 5,468 Deferred income taxes 4,249 4,200 -------- -------- Total current assets 225,447 203,441 -------- -------- Property and equipment, at cost: Revenue and service equipment 669,566 608,470 Land 13,562 12,879 Facilities and improvements 128,576 112,659 Furniture and office equipment 22,763 20,260 -------- -------- Total property and equipment 834,467 754,268 Less accumulated depreciation and amortization 172,708 172,936 -------- -------- Net property and equipment 661,759 581,332 -------- -------- Other assets 3,686 2,731 Goodwill 6,697 7,070 -------- -------- $897,589 $794,574 ======== ======== See accompanying notes to condensed consolidated financial statements. Continued 3 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands, except share data) June 30, December 31, 2000 1999 -------- -------- (unaudited) Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 62,147 $ 53,917 Accrued liabilities 46,328 34,493 Current portion of claims accruals 23,057 26,530 Current portion of long-term debt 468 473 Securitization of accounts receivable 94,000 -------- -------- Total current liabilities 226,000 115,413 -------- -------- Borrowings under line of credit 113,500 152,500 Long-term debt, less current portion 20,472 15,653 Claims accruals, less current portion 22,667 21,122 Deferred income taxes 104,392 95,687 Stockholders' equity: Preferred stock, par value $.001 per share Authorized 1,000,000 shares; none issued Common stock, par value $.001 per share Authorized 150,000,000 shares; issued 66,153,542 and 65,818,166 shares at June 30, 2000 and December 31, 1999, respectively 66 66 Additional paid-in capital 134,493 131,571 Retained earnings 310,965 283,749 -------- -------- 445,524 415,386 Less treasury stock, at cost (2,917,850 and 1,862,550 shares at June 30, 2000 and December 31, 1999, respectively) 34,966 21,187 -------- -------- Total stockholders' equity 410,558 394,199 -------- -------- Commitments and contingencies $897,589 $794,574 ======== ======== See accompanying notes to condensed consolidated financial statements. 4 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Statements of Earnings (unaudited) (In thousands, except share data)
Three months ended Six months ended June 30, June 30, ----------------------- ----------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Operating revenue $ 316,555 $ 262,531 $ 608,077 $ 497,475 Operating expenses: Salaries, wages and employee benefits 109,966 95,571 213,572 184,618 Operating supplies and expenses 24,360 22,946 48,114 43,954 Fuel 40,631 28,145 80,417 52,279 Purchased transportation 59,342 44,974 114,551 81,540 Rental expense 15,345 10,859 29,503 21,992 Insurance and claims 7,780 5,957 16,698 12,827 Depreciation and amortization 16,254 12,714 29,898 26,739 Communication and utilities 3,789 3,588 7,643 6,877 Operating taxes and licenses 8,369 7,037 16,851 14,077 --------- --------- --------- --------- Total operating expenses 285,836 231,791 557,247 444,903 --------- --------- --------- --------- Operating income 30,719 30,740 50,830 52,572 Other (income) expenses: Interest expense 3,923 2,120 7,087 4,188 Interest income (328) (21) (492) (151) Other 148 (23) (96) (172) --------- --------- --------- --------- Other (income) expenses, net 3,743 2,076 6,499 3,865 --------- --------- --------- --------- Earnings before income taxes 26,976 28,664 44,331 48,707 Income taxes 10,415 11,160 17,115 19,100 --------- --------- --------- --------- Net earnings $ 16,561 $ 17,504 $ 27,216 $ 29,607 ========= ========= ========= ========= Basic earnings per share $ .26 $ .27 $ .43 $ .46 ========= ========= ========= ========= Diluted earnings per share $ .26 $ .27 $ .43 $ .45 ========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements. 5 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (In thousands) Six Months Ended June 30, ---------------------- 2000 1999 --------- -------- Cash flows from operating activities: Net earnings $ 27,216 $ 29,607 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 29,684 25,167 Deferred income taxes 8,656 7,002 Provision for losses on accounts receivable 500 600 Amortization of deferred compensation 194 151 Increase (decrease) in cash resulting from changes in: Accounts receivable (26,218) (32,327) Inventories and supplies (444) (499) Prepaid expenses 4,335 2,766 Other assets (1,119) (312) Accounts payable, accrued liabilities and claims accruals (4,808) 1,237 --------- -------- Net cash provided by operating activities 37,996 33,392 --------- -------- Cash flows from investing activities: Proceeds from sale of property and equipment 40,319 18,965 Capital expenditures (134,462) (88,255) Payments received on equipment sale receivables 5,966 5,262 --------- -------- Net cash used in investing activities (88,177) (64,028) --------- -------- See accompanying notes to condensed consolidated financial statements. Continued 6 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (In thousands) Six Months Ended June 30, --------------------- 2000 1999 -------- -------- Cash flows from financing activities: Repayments of long-term debt (249) (629) Change in borrowings under line of credit (39,000) 24,500 Payment of stock split fractional shares (9) Increase in borrowings under accounts receivable securitization 94,000 Purchases of treasury stock (13,779) Proceeds from issuance of common stock under stock option and stock purchase plans 2,725 2,195 -------- -------- Net cash provided by financing activities 43,697 26,057 -------- -------- Net decrease in cash (6,484) (4,579) Cash at beginning of period 9,969 6,530 -------- -------- Cash at end of period $ 3,485 $ 1,951 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 6,523 $ 3,942 Income taxes $ 0 $ 6,609 Supplemental schedule of noncash investing and financing activities: Equipment sales receivables $ 14,239 $ 5,699 Direct financing for purchase of equipment $ 28,208 $ 973 See accompanying notes to condensed consolidated financial statements. 7 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Note 1. Basis of Presentation The condensed consolidated financial statements include the accounts of Swift Transportation Co., Inc., a Nevada holding company, and its wholly-owned subsidiaries (the Company). All significant intercompany balances and transactions have been eliminated. The financial statements have been prepared in accordance with generally accepted accounting principles, pursuant to rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments which are necessary for a fair presentation of the results for the interim periods presented. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year. Note 2. Contingencies The Company is involved in certain claims and pending litigation arising from the normal course of business. Based on the knowledge of the facts and, in certain cases, opinions of outside counsel, management believes the resolution of claims and pending litigation will not have a material adverse effect on the financial condition of the Company. Note 3. Assets Held for Sale In February 2000, the Company sold a portion of the assets held for sale which relate to the Company's former corporate headquarters. There was no gain or loss on the sale of these assets. Note 4. Accounts Receivable Securitization The Company received $94,000,000 of proceeds under the Securitization program. As discussed in the Annual Report, these proceeds are reflected as a current liability on the consolidated financial statements because the committed term, subject to annual renewals, is 364 days. 8 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Note 5. Investment in Transplace.com In April 2000, the Company and five other large transportation companies ("Members") entered into an (1) Operating Agreement and (2) Initial Subscription Agreement of Transplace.com, LLC ("Transplace.com"), an Internet-based global transportation logistics company. These agreements finalize the terms of the agreement in principal, signed in March 2000, to form Transplace.com. The Company has contributed its Transportation Logistics Business along with associated intangible assets and Transplace.com commenced operations on July 1, 2000. In addition, the Company and the five other members are each obligated to contribute $5,000,000 on an as needed basis. As of June 30, 2000 the Company has contributed $750,000. The Company's initial interest in Transplace.com is 16%. 9 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This Report on Form 10-Q contains forward-looking statements. The words "believe," "expect," "anticipate," and "project," and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to, projections of revenues, income, or loss, capital expenditures, plans for future operations, financing needs or plans, the impact of inflation and plans relating to the foregoing. Statements in Exhibit 99 to this Quarterly Report on Form 10-Q and in the Company's Annual Report on Form 10-K, including Notes to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations," describe factors, among others, that could contribute to or cause such differences. Additional factors that could cause actual results to differ materially from those expressed in such forward-looking statements are set forth in "Business" and "Market for the Registrant's Common Stock and Related Stockholder Matters" in the Company's Annual Report on Form 10-K. OVERVIEW Although the trend in the truckload segment of the motor carrier industry over the past several years has been towards consolidation, the truckload industry remains highly fragmented. Management believes the industry trend towards financially stable "core carriers" will continue and result in continued industry consolidation. In response to this trend, the Company continues to expand its fleet with an increase of 1,783 tractors to 9,238 tractors as of June 30, 2000 up from 7,455 tractors as of June 30, 1999. The owner operator portion of the Company's fleet increased to 2,035 as of June 30, 2000 from 1,478 as of June 30, 1999. RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999 Operating revenue increased $54.0 million or 20.6% to $316.6 million for the three months ended June 30, 2000 from $262.5 million for the corresponding period of 1999. The increase in operating revenue is primarily the result of the expansion of the Company's fleet as a result of strong shipper demand and rate increases. 10 The Company's operating ratio (operating expenses expressed as a percentage of operating revenue) for the second quarter of 2000 was 90.3% compared to 88.3% in the comparable period of 1999. The Company's operating ratio for the three months ended June 30, 2000 increased as a result of increases in certain components of operating expenses as a percentage of operating revenue as discussed below. The Company's empty mile factor for linehaul operations was 14.1% and 14.3% and average loaded linehaul revenue per mile was $1.38 and $1.34 in the second quarter of 2000 and 1999, respectively. Salaries, wages and employee benefits represented 34.7% of operating revenue for the three months ended June 30, 2000 compared with 36.4% in 1999. The decrease is primarily due to a decrease in the accrual for the profit sharing contribution to the Company's 401(k) plan and an increase in the portion of revenues generated by owner operators. 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 rates were needed in order to attract and retain drivers, the Company's results of operations would be negatively impacted to the extent that corresponding freight rate increases were not obtained. Fuel as a percentage of operating revenue was 12.8% for the second quarter of 2000 versus 10.7% in 1999. The increase is primarily due to actual fuel cost per gallon increasing by approximately 33 cents per gallon (33%) in the second quarter of 2000 versus the second quarter of 1999. Increases in fuel costs, to the extent not offset by rate increases or fuel surcharges, would have an adverse effect on the operations and profitability of the Company. Management believes the most effective protection against fuel cost increases is to maintain a fuel efficient fleet and to implement fuel surcharges when such option is necessary and available. The Company currently does not use derivative-type hedging products. Purchased transportation as a percentage of operating revenue was 18.7% for the three months ended June 30, 2000 compared to 17.1% in 1999. The increase is primarily due to the growth of the owner operator fleet to 2,035 as of June 30, 2000 from 1,478 as of June 30, 1999 and an increase in purchase transportation related to the increase in logistics and intermodal revenue. Rental expense as a percentage of operating revenue was 4.8% for the second quarter of 2000 versus 4.1% in 1999. At June 30, 2000 and 1999, leased tractors represented 58% and 50%, respectively, of the total fleet of Company tractors. When it is economically advantageous to do so, the Company will purchase then sell tractors that it currently leases by exercising the purchase option contained in the lease. Gains on these activities are recorded as a reduction of rent expense. The Company recorded gains of $238,000 in the second quarter of 2000 and $1.0 million during the second quarter of 1999 from the sale of leased tractors. 11 Depreciation and amortization expense as a percentage of operating revenue was 5.1% in the second quarter of 2000 versus 4.8% in 1999. The Company includes gains and losses from the sale of owned revenue equipment in depreciation and amortization expense. During the three month period ended June 30, 2000, net gains from the sale of revenue equipment reduced depreciation and amortization expense by approximately $2 million compared to approximately $1.9 million in the second quarter of 1999. Exclusive of gains, which reduced this expense, depreciation and amortization expense as a percentage of operating revenue was 5.8% and 5.6% in the second quarter of 2000 and 1999, respectively. Insurance and claims expense represented 2.5% and 2.3% of operating revenue in the second quarter of 2000 and 1999, respectively. The Company's insurance program for liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts which management considers adequate. The Company accrues the estimated cost of the uninsured portion of pending claims. These accruals are estimated based on management's evaluation of the nature and severity of individual claims and an estimate of future claims development based on historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends. SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999 Operating revenue increased $110.6 million or 22.2% to $608.1 million for the six months ended June 30, 2000 from $497.5 million for the corresponding period of 1999. The increase in operating revenue is primarily the result of the expansion of the Company's fleet and rate increases. The Company's operating ratio (operating expenses expressed as a percentage of operating revenue) for the first six months of 2000 was 91.6% compared to 89.4% in the comparable period of 1999. The Company's operating ratio for the six months ended June 30, 2000 increased as a result of increases in certain components of operating expenses as a percentage of operating revenue as discussed below. The Company's empty mile factor for linehaul operations was 14.1% and 14.2% and average loaded linehaul revenue per mile was $1.37 and $1.34 in the first six months of 2000 and 1999, respectively. Salaries, wages and employee benefits represented 35.1% of operating revenue for the six months ended June 30, 2000 compared with 37.1% in 1999. The decrease is primarily due to a decrease in the accrual for the profit sharing contribution to the Company's 401(k) plan and an increase in the portion of revenues generated by owner operators. Fuel as a percentage of operating revenue was 13.2% for the first six months of 2000 versus 10.5% in 1999. The increase is primarily due to actual fuel cost per gallon increasing by approximately 37 cents per gallon (40%) in the six months ended June 30, 2000 versus the six months ended June 30, 1999. 12 Purchased transportation as a percentage of operating revenue was 18.8% for the six months ended June 30, 2000 compared to 16.4% in 1999. The increase is primarily due to the growth of the owner operator fleet to 2,035 as of June 30, 2000 from 1,478 as of June 30, 1999 and an increase in purchase transportation related to the increase in logistics and intermodal revenue. Rental expense as a percentage of operating revenue was 4.9% for the first six months of 2000 versus 4.4% in 1999. When it is economically advantageous to do so, the Company will purchase then sell tractors that it currently leases by exercising the purchase option contained in the lease. Gains on these activities are recorded as a reduction of rent expense. The Company recorded gains of $895,000 and $1.6 million in the first six months of 2000 and 1999 respectively, from the sale of leased tractors. Depreciation and amortization expense as a percentage of operating revenue was 4.9% and 5.4% in the first six months of 2000 and 1999. The Company includes gains and losses from the sale of owned revenue equipment in depreciation and amortization expense. During the six month period ended June 30, 2000, net gains from the sale of revenue equipment reduced depreciation and amortization expense by approximately $6.1 million compared to approximately $2.6 million in the first six months of 1999. Exclusive of gains, which reduced this expense, depreciation and amortization expense as a percentage of operating revenue was 5.9% in the first six months of both 2000 and 1999. Insurance and claims expense represented 2.7% and 2.6% of operating revenue in the first six months of 2000 and 1999. The Company's insurance program for liability, physical damage and cargo damage involves self-insurance with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts which management considers adequate. The Company accrues the estimated cost of the uninsured portion of pending claims. These accruals are estimated based on management's evaluation of the nature and severity of individual claims and an estimate of future claims development based on historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends. LIQUIDITY AND CAPITAL RESOURCES The continued growth in the Company's business requires significant investment in new revenue equipment, upgraded and expanded facilities, and enhanced computer hardware and software. The funding for this expansion has been from cash provided by operating activities, proceeds from the sale of revenue equipment, long-term debt, borrowings on the Company's line of credit, proceeds from the accounts receivable securitization, the use of operating leases to finance the acquisition of revenue equipment and from periodic public offerings of common stock. The Company's current liabilities increased significantly as a result of the receipt of $94,000,000 of proceeds under the Accounts Receivable Securitization. This increase was partially offset by a decrease in the line of credit facility which is classified as a noncurrent liability. As discussed in the financial 13 statement footnotes, the receipts under the Securitization are required to be shown as a current liability because the committed term, subject to annual renewals, is 364 days. Net cash provided by operating activities was $38.0 million in the first six months of 2000 compared to $33.4 million in 1999. The increase is primarily attributable to an increase in depreciation and amortization and a smaller increase in accounts receivable offset by a decrease in accounts payable, accrued liabilities and claims accruals. Net cash used in investing activities increased to $88.2 million in the first six months of 2000 from $64.0 million in 1999. The increase is primarily due to greater capital expenditures in 2000 offset by increased proceeds from the sale of property and equipment. As of June 30, 2000, the Company had commitments outstanding to acquire replacement and additional revenue equipment for approximately $127 million. The Company has the option to cancel such commitments upon 60 days notice. The Company believes it has the ability to obtain debt and lease financing and generate sufficient cash flows from operating activities to support these acquisitions of revenue equipment. During the first six months of 2000, the Company incurred approximately $23.2 million of non-revenue equipment capital expenditures. These expenditures were primarily for facilities and equipment. The Company anticipates that it will expend approximately $25 million during the remainder of the year for various facilities upgrades and acquisition and development of terminal facilities. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. The funding for capital expenditures has been and is anticipated to continue to be from a combination of cash provided by operating activities, amounts available under the Company's line of credit, accounts receivable securitization and debt and lease financing. The availability of capital for revenue equipment and other capital expenditures will be affected by prevailing market conditions and the Company's financial condition and results of operations. Net cash provided by financing activities amounted to $43.7 million in the first six months of 2000 compared to $26.1 million in 1999. This increase is primarily due to increased proceeds under the accounts receivable securitization offset by reduced borrowings under the line of credit and treasury stock purchases. Management believes it will be able to finance its needs for working capital, facilities improvements and expansion, as well as anticipated fleet growth, with cash flows from future operations, borrowings available under the line of credit, accounts receivable securitization and with long-term debt and operating lease financing believed to be available to finance revenue equipment purchases. Over the long term, the Company will continue to have significant capital requirements, which may require the Company to seek additional borrowings or equity capital. The availability of debt financing or equity capital will depend 14 upon the Company's financial condition and results of operations as well as prevailing market conditions, the market price of the Company's common stock and other factors over which the Company has little or no control. INFLATION Inflation can be expected to have an impact on the Company's operating costs. A prolonged period of inflation would cause interest rates, fuel, wages and other costs to increase and would adversely affect the Company's results of operations unless freight rates could be increased correspondingly. However, the effect of inflation has been minimal over the past three years. SEASONALITY In the transportation industry, results of operations generally show a seasonal pattern as customers reduce shipments after the winter holiday season. The Company's operating expenses also tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative Disclosure - There have been no material changes in the Company's market risk during the six months ended June 30, 2000. Qualitative Disclosure - This information is set forth on page 17 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and is incorporated herein by reference. 15 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES PART II OTHER INFORMATION ITEMS 1, 2, 3 AND 5. NOT APPLICABLE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Stockholders was held on June 7, 2000. At the Annual Meeting, the stockholders elected Rodney K. Sartor and Earl H. Scudder, Jr. to serve as Directors for three-year terms. Jerry C. Moyes, William F. Riley III, Alphonse E. Frei and Lou A. Edwards continued as Directors after the meeting. Additionally, the stockholders approved an amendment to the 1999 Stock Option Plan, and an amendment to the Non-Employee Directors Stock Option Plan. Stockholders representing 59,900,093 shares or 95.03% of the outstanding shares were present in person or by proxy at the Annual Meeting. A tabulation with respect to each nominee and the other proposals follows:
Votes Against Broker Non Votes Cast Votes For or Withheld Votes ---------- --------- ----------- ----- Election of Rodney K. Sartor 59,900,093 59,532,464 367,629 Election of Earl H. Scudder, Jr. 59,900,093 58,791,559 1,108,534 Amendment of the 1999 Stock Option Plan 59,900,093 37,757,062 22,143,031 Amendment of the Non-Employee Directors Stock Option Plan 59,900,093 57,182,647 2,717,446
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 3.1 - Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 of the Company's Form S-3 Registration Statement No. 33-66034) Exhibit 3.2 - Bylaws of the Company (Incorporated by reference to Exhibit 3.2 Company's Form S-3 Registration Statement No. 33-66034) Exhibit 11 - Schedule of Computation of Net Earnings Per Share Exhibit 27 - Financial Data Schedule Exhibit 99 - Private Securities Litigation Reform Act of 1995 Safe Harbor Compliance Statement for Forward-Looking Statements (b) No Current Reports on Form 8-K were filed during the three months ended June 30, 2000. 16 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SWIFT TRANSPORTATION CO., INC. Date: August 9, 2000 /s/ William F. Riley III ---------------------------------------- (Signature) William F. Riley III Senior Executive Vice President and Chief Financial Officer 17 EX-11 2 0002.txt SCHEDULE OF COMPUTATION OF NET EARNINGS SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Schedule of Computation of Net Earnings Per Share (in thousands, except per share amounts) Three months ended Six months ended June 30, June 30, ------------------ ------------------ 2000 1999 2000 1999 ------- ------- ------- ------- Net earnings $16,561 $17,504 $27,216 $29,607 ======= ======= ======= ======= Weighted average shares: Common shares outstanding 63,065 64,027 63,152 63,888 Common equivalent shares issuable upon exercise of employee stock options 901 1,145 860 1,274 ------- ------- ------- ------- Diluted weighted average shares 63,966 65,172 64,012 65,162 ======= ======= ======= ======= Basic earnings per share $ .26 $ .27 $ .43 $ .46 ======= ======= ======= ======= Diluted earnings per share $ .26 $ .27 $ .43 $ .45 ======= ======= ======= ======= EX-27 3 0003.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS AS OF JUNE 30,2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS 863557 SWIFT TRANSPORTATION CO., INC. 1,000 US DOLLARS 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 1 3,485 0 179,339 0 7,854 225,447 834,467 172,708 897,589 226,000 0 0 0 66 410,492 897,589 608,077 608,077 0 557,247 (588) 0 7,087 44,331 17,115 27,216 0 0 0 27,216 .43 .43
EX-99 4 0004.txt COMPLIANCE STATEMENT PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS In passing the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), Congress encouraged public companies to make "forward-looking statements"(1) by creating a safe-harbor to protect companies from securities law liability in connection with forward-looking statements. Swift Transportation Co., Inc. ("Swift") intends to qualify both its written and oral forward-looking statements for protection under the PSLRA. To qualify oral forward-looking statements for protection under the PSLRA, a readily available written document must identify important factors that could cause actual results to differ materially from those in the forward-looking statements. Swift provides the following information in connection with its continuing effort to qualify forward-looking statements for the safe harbor protection of the PSLRA. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, the following: (i) excess capacity in the trucking industry; (ii) significant increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license and registration fees and insurance premiums, to the extent not offset by increases in freight rates or fuel surcharges; (iii) difficulty in attracting and retaining qualified drivers and owner operators, especially in light of the current shortage of qualified drivers and owner operators; (iv) recessionary economic cycles and downturns in customers' business cycles, particularly in market segments and industries (such as retail and manufacturing) in which the Company has a significant concentration of customers; (v) seasonal factors such as harsh weather conditions that increase operating costs; (vi) increases in driver compensation to the extent not offset by increases in freight rates; (vii) the inability of the Company to continue to secure acceptable financing arrangements; (viii) the ability of the Company to continue to identify acquisition candidates that will result in successful combinations; (ix) an unanticipated increase in the number of claims for which the Company is self insured; and (x) a significant reduction in or termination of the Company's trucking services by a key customer. Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, the investment community is urged not to place undue reliance on forward-looking statements. In addition, Swift undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time. - ---------- 1. "Forward-looking statements" can be identified by use of words such as "expect," "believe," "estimate," "project," "forecast," "anticipate," "plan," and similar expressions. -----END PRIVACY-ENHANCED MESSAGE-----