-----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, DxKhpwHfGAA1rQcifoQTmXpCy6vfEa+jK7RvzkBj7fQXRnCRKNRSzT5r82oEy7Np oVkUnLKnSbtuvTThP7pfkQ== 0000950147-96-000334.txt : 19960814 0000950147-96-000334.hdr.sgml : 19960814 ACCESSION NUMBER: 0000950147-96-000334 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION CO INC CENTRAL INDEX KEY: 0000863557 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860666860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18605 FILM NUMBER: 96609345 BUSINESS ADDRESS: STREET 1: 5601 W MOHAVE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 10-Q 1 FORM 10-Q 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, 1996 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 identification incorporation or organization) number) 1455 Hulda Way Sparks, NV 89431 (702) 359-9031 (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 6, 1996) Common stock, $.001 par value: 24,866,432 shares PART I FINANCIAL INFORMATION Page Number Item 1. Financial statements Condensed consolidated balance sheets as of June 30, 1996 (unaudited) and December 31, 1995 1 - 2 Condensed consolidated statements of earnings (unaudited) for the three month and six month periods ended June 30, 1996 and 1995 3 Condensed consolidated statements of cash flows (unaudited) for the six month periods ended June 30, 1996 and 1995 4 - 5 Notes to condensed consolidated financial statements 6 Item 2. Management's discussion and analysis of financial condition and results of operations 7 - 12 PART II OTHER INFORMATION Page Number Items 1, 2, 3, and 5. Not applicable Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 13 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed consolidated balance sheets (dollars in thousands) June 30, December 31, 1996 1995 ----------- ----------- (unaudited) Assets Current assets: Cash and cash equivalents .................... $ 3,580 $ 2,627 Accounts receivable, net ..................... 65,457 55,897 Equipment sales receivables .................. 7,133 596 Inventories and supplies ..................... 4,331 3,223 Prepaid taxes, licenses and insurance ............................... 9,558 4,964 Assets held for sale ......................... 4,063 --- Current deferred tax asset ................... 1,740 1,250 -------- -------- Total current assets ..................... 95,862 68,557 -------- -------- Property and equipment, at cost: Revenue and service equipment ................ 287,364 259,362 Land ......................................... 7,714 10,226 Facilities and improvements .................. 44,459 35,936 Furniture and office equipment ............... 11,565 10,295 -------- -------- Total property and equipment ............ 351,102 315,819 Less accumulated depreciation and amortization 94,089 82,946 -------- -------- Net property and equipment ............. 257,013 232,873 Contracts receivable, less current portion ........ 242 349 Other assets ...................................... 599 590 Goodwill .......................................... 8,601 8,939 -------- -------- $362,317 $311,308 ======== ======== See accompanying notes to condensed consolidated financial statements. Page 1 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed consolidated balance sheets (continued) (dollars in thousands, except per share amounts)
June 30, December 31, 1996 1995 ----------- ----------- (unaudited) Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 18,973 $ 13,089 Accrued liabilities 22,839 15,508 Claims accruals 13,253 10,457 Current portion of long-term debt 23,747 22,768 ---------- --------- Total current liabilities 78,812 61,822 ---------- --------- Borrowings under revolving line of credit 27,250 11,750 Long-term debt, less current portion 58,552 57,204 Claims accruals 18,306 13,647 Deferred income taxes 34,205 32,050 Stockholders' equity: Preferred stock, par value $.001 per share Authorized 1,000,000 shares; none issued -- -- Common stock, par value $.001 per share. Authorized 75,000,000 shares; issued 25,084,132 and 24,877,534 shares at June 30, 1996 and December 31, 1995, respectively 25 25 Additional paid-in capital 46,899 45,885 Retained earnings 101,684 92,341 --------- ---------- 148,608 138,251 Less 220,700 shares of treasury stock, at cost 3,416 3,416 ----------- ----------- Net stockholders' equity 145,192 134,835 --------- --------- Contingencies $362,317 $311,308 ======== ========
Page 2 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed consolidated statements of earnings (unaudited) (in thousands, except per share amounts)
Three months Six months ended June 30, ended June 30, 1996 1995 1996 1995 --------- --------- --------- --------- Operating revenue $ 137,210 $ 111,940 $ 261,734 $ 218,655 Operating expenses: Salaries, wages and employee benefits 49,037 42,281 95,532 81,959 Operating supplies and expenses 12,035 9,302 24,255 19,477 Fuel and fuel taxes 18,607 14,853 36,330 30,089 Purchased transportation 16,713 9,169 31,570 16,684 Rental expense 6,427 5,574 14,493 12,321 Insurance and claims 4,945 2,346 9,470 6,257 Depreciation and amortization 8,608 7,297 16,859 15,359 Communication and utilities 1,973 1,704 3,952 3,609 Operating taxes and licenses 4,904 4,193 9,596 9,143 --------- --------- --------- --------- Total operating expenses 123,249 96,719 242,057 194,898 --------- --------- --------- --------- Operating income 13,961 15,221 19,677 23,757 --------- --------- --------- --------- Other (income) expenses: Interest expense 1,953 1,908 3,439 3,669 Interest income (6) (9) (39) (19) Other (83) (132) (281) (253) --------- --------- --------- --------- Other (income) expenses, net 1,864 1,767 3,119 3,397 --------- --------- --------- --------- Earnings before income taxes 12,097 13,454 16,558 20,360 Income taxes 5,325 5,690 7,215 8,610 --------- --------- --------- --------- Net earnings $ 6,772 $ 7,764 $ 9,343 $ 11,750 ========= ========= ========= ========= Net earnings per common and equivalent share $ .27 $ .31 $ .37 $ .46 ========= ========= ========= ========= Shares used in per share calculations 25,495 25,274 25,452 25,325 ========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements. Page 3 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed consolidated statements of cash flows (unaudited) (in thousands)
Six months ended June 30, 1996 1995 -------- -------- Cash flows from operating activities: Net earnings $ 9,343 $ 11,750 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation and amortization 16,859 15,359 Deferred income taxes 1,665 3,070 Provision for losses on accounts receivable 120 260 Amortization of deferred compensation 37 29 Change in assets and liabilities: Increase in accounts receivable (9,680) (5,740) (Increase) decrease in inventories and supplies (1,108) 350 Increase in prepaid expenses (4,594) (3,572) (Increase) decrease in other assets (9) 145 Increase in accounts payable, accrued liabilities and claims accruals 20,670 4,542 -------- -------- Net cash provided by operating activities 33,303 26,193 -------- -------- Cash flows from investing activities: Proceeds from sale of property and equipment 10,419 28,148 Capital expenditures (61,680) (34,892) Payments received on contracts receivable 107 106 -------- -------- Net cash used in investing activities (51,154) (6,638) -------- --------
See accompanying notes to condensed consolidated financial statements Page 4 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Condensed consolidated statements of cash flows (continued) (unaudited) (in thousands)
Six months ended June 30, 1996 1995 -------- ------- Cash flows from financing activities: Repayments of long-term debt $(12,699) $(13,238) Proceeds from issuance of long-term debt 15,026 -- Increase (decrease) in borrowings under revolving line of credit 15,500 (6,200) Proceeds from issuance of common stock under stock option and stock purchase plans 977 1,243 Purchase of treasury stock -- (2,371) -------- -------- Net cash provided by (used in) financing activities 18,804 (20,566) -------- -------- Net increase (decrease) in cash 953 (1,011) Cash at beginning of period 2,627 4,033 -------- -------- Cash at end of period $ 3,580 $ 3,022 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 3,070 $ 3,699 Income taxes $ 3,608 $ 4,724 ======== ======== Supplemental schedule of noncash investing and financing activities: Equipment sales receivables $ 7,133 $ 4,194 Direct financing for purchase of equipment $ -- $ 34,010 ======== ========
Page 5 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. It is suggested that these condensed consolidated financial statements and notes thereto 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, 1995. 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. Revolving Line of Credit On June 25, 1996 the Company amended its Credit Agreement to extend the maturity date of its revolving line of credit from May 31, 1997 to September 30, 1997. Page 6 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The trend in the truckload segment of the motor carrier industry over the past several years has been towards shippers' use of a relatively small number of financially stable "core carriers". This trend has resulted in consolidation of the truckload industry. However, the truckload industry remains highly fragmented. Management believes that this industry trend towards core carriers will continue and will result in continued industry consolidation. In response to this trend, the Company has expanded its fleet to 4,362 tractors as of June 30, 1996 from 3,778 tractors as of June 30, 1995. This net fleet growth was accomplished through internal growth including expansion of the Company's owner operator fleet from 354 as of June 30, 1995 to 612 as of June 30, 1996. Results of Operations Three Months Ended June 30, 1996 compared to Three Months Ended June 30, 1995 - ----------------------------------------------------------------------------- Operating revenue increased $25.3 million or 22.6% to $137.2 million for the three months ended June 30, 1996 from $111.9 million for the corresponding period of 1995. The increase in operating revenue is primarily the result of the expansion of the Company's fleet. The Company's operating ratio (operating expenses expressed as a percentage of operating revenue) for the second quarter of 1996 was 89.9% compared to 86.4% in the comparable period of 1995. The Company's operating revenue and operating ratio for the three months ended June 30, 1996 was impacted by overall soft economic conditions in April 1996 and higher fuel costs. This resulted in lower equipment utilization and a slightly lower revenue per mile. The Company's empty mile factor was 14.3% and 14.4% and average linehaul revenue per mile was $1.098 and $1.113 in the second quarter of 1996 and 1995, respectively. Significant differences in the components of operating expenses as a percentage of operating revenue are explained below. Salaries, wages and employee benefits represented 35.7% of operating revenue for the three months ended June 30, 1996 compared with 37.8% for the second quarter of 1995. The decrease is due primarily to expansion of the Company's owner operator fleet. (See purchased transportation below). 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 to occur 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. Page 7 Fuel as a percentage of operating revenue was 13.6% for the second quarter of 1996 versus 13.3% for the corresponding quarter of 1995 even though fuel costs were offset in part by an increase in the number of owner operators who are responsible for their own fuel. Actual fuel cost per gallon increased by approximately 14 cents per gallon in the second quarter of 1996 versus the second quarter of 1995. On April 11, 1996, the Company implemented a fuel surcharge program which recovered approximately one-half of the increase in fuel cost. Increases in fuel costs (including fuel taxes), to the extent not offset by rate increases or fuel surcharges, could have an adverse effect on the operations and profitability of the Company. Management believes that 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. Therefore, the Company does not use derivative-type hedging products. Purchased transportation as a percentage of operating revenue was 12.2% for the three months ended June 30, 1996 compared to 8.2% in 1995. The increase is due to the growth of the owner operator fleet to 612 as of June 30, 1996 from 354 as of June 30, 1995. Rental expense as a percentage of operating revenue was 4.7% of the second quarter of 1996 versus 5.0% for the second quarter of 1995. At June 30, 1996 and 1995 leased tractors represented 49% and 44%, 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. During the second quarter of 1996 and 1995, respectively, the Company recorded gains of approximately $1.7 million and $845,000 from the sale of leased tractors. Depreciation and amortization expense as a percentage of operating revenue was 6.3% in the second quarter of 1996 versus 6.5% in the corresponding quarter of 1995. 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, 1996, net gains from the sale of revenue equipment reduced depreciation and amortization expense by approximately $440,000 compared to approximately $1.5 million in the second quarter of 1995. Exclusive of gains, which reduced depreciation and amortization expense, the percentage in the second quarter of 1996 and 1995 to operating revenue was 6.6% and 7.8%, respectively. The decrease in 1996 is due to expansion of the owner operator fleet. Page 8 The Company is replacing substantially all of its fleet of double van trailers with 13'-6" high 53 foot trailers to be used in the Eastern United States and 14' high 53 foot trailers to be used in the Western United States. Management believes that this conversion to a standardized fleet of 53' trailers will provide cost reductions such as lower licensing costs, simplified driver training and increased equipment utilization. The conversion to a standardized fleet of 53' trailers will result in the sale of substantially all of the Company's fleet of double van trailers. While the Company believes that the market value of its double van trailer fleet is currently greater than the book value, there can be no assurance the market value of such equipment will not decline or that the sale of such equipment will result in gains. The sale of the Company's double van trailer fleet may result in significant fluctuations in the amount of gains or losses recorded in any given quarter. The amount of such gains or losses recorded in a particular quarter will be dependent upon the quantity of trailers sold and the prevailing market prices for used trailering equipment. Insurance and claims expense represented 3.6% and 2.1% of operating revenue in the second quarter of 1996 and 1995, 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. During the three month period ended June 30, 1995, the Company settled certain claims on favorable terms. The effect of these settlements and the resulting effect on the estimates of future claims development had a favorable impact on the amount of recorded claims expense for the period. Six Months Ended June 30, 1996 Compared to the Six Months Ended June 30, 1995 - ----------------------------------------------------------------------------- Operating revenue increased $43.1 million, or 19.7%, to $261.7 million for the six months ended June 30, 1996 from $218.7 million for the corresponding period of the previous year. The increase in operating revenue is due primarily to the expansion of the Company's fleet to 4,362 tractors at June 30, 1996 from 3,778 at June 30, 1995. The Company's operating ratio was 92.5% and 89.1% in the first half of 1996 and 1995, respectively. The Company's operating revenue and operating ratio for the six months ended June 30, 1996 was impacted by overall soft shipper demand in the first four months of 1996, harsh winter conditions and an increase in fuel costs. This resulted in lower equipment utilization and a slightly lower revenue per mile. The Company's empty mile factor was 14.1% and 14.3% and the average rate per mile was $1.097 and $1.108 for the six months ended June 30, 1996 and 1995, respectively. Salaries, wages and employee benefits represented 36.5% of operating revenue for the six months ended June 30, 1996 compared with 37.5% for the comparable period of 1995. The improvement is due primarily to the increase in owner operators. Page 9 Depreciation and amortization expense was 6.4% of operating revenue for the six months ended June 30, 1996 versus 7.0% for the comparable period in 1995. During the six months ended June 30, 1996 the Company recorded gains on the sale of revenue equipment of $690,000 compared with approximately $2.0 million in the first six months of 1995. Exclusive of gains, which reduced depreciation and amortization expense, the percentage in the first six months of 1996 and 1995 to operating revenue was 6.7% and 7.9%, respectively. The decrease in 1996 is primarily attributable to the increase in owner operators. Insurance and claims expense represented 3.6% and 2.9% of operating revenue in the first half of 1996 and 1995, 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. 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. Liquidity and Capital Resources The growth in the Company's business has required 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 revolving line of credit, the use of operating leases to finance the acquisition of revenue equipment and from public offerings of common stock. Net cash provided by operating activities was $33.3 million in the first half of 1996 compared to $26.2 million in the first half of 1995. The increase is primarily attributable to increases in accounts payable, accrued liabilities and claims accruals offset by increases in accounts receivable, inventories and supplies and prepaid expenses and a smaller net earnings. Net cash used in investing activities increased to $51.2 million in the first half of 1996 from $6.6 million in the first half of 1995. The increase is due primarily to larger increases for the purchases of revenue equipment and for facilities and improvements, which were offset by smaller proceeds from sale of property and equipment. Page 10 Accounts receivable increased to $65.5 million at June 30, 1996 from $55.9 million at December 31, 1995. The increase is primarily due to a $16.2 million increase in revenues from fourth quarter 1995 to second quarter 1996. Equipment sales receivables increased to $7.1 million at June 30, 1996. The increase is primarily attributable to sales of revenue equipment disposed of in connection with the Company's normal policy of replacing tractors in service every three years. Prepaid expenses increased by $4.6 million from December 31, 1995 to June 30, 1996. The increase is due primarily to significant annual license fees which are prepaid in the first quarter of each year and amortized through the balance of the calendar year. Revenue and service equipment increased to $287.4 million at June 30, 1996 from $259.4 million at December 31, 1995 primarily due to the expansion of the Company's fleet of owned tractors from 1,839 at December 31, 1995 to 1,913 at June 30, 1996 and the purchase of approximately 1,540 trailers in the first half of 1996. As described above, the Company is replacing its double-van trailer configurations with 53 foot vans. As of June 30, 1996, the Company had commitments outstanding to acquire replacement and additional revenue equipment for approximately $65 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 half of 1996, the Company incurred approximately $14 million of non-revenue equipment capital expenditures. These expenditures were primarily for the completion of the construction of the Company's terminal facility in Edwardsville, Kansas and for continued construction of the Company's new headquarters facility in Phoenix, Arizona. In the second quarter of 1996, the Company relocated its corporate headquarters facility to a newly constructed facility in Phoenix, Arizona. The former headquarters facility is currently held for sale and the net assets are reflected as such on the accompanying consolidated balance sheets. The Company anticipates that it will expend approximately $1.5 million to complete construction of the Company's new headquarters facility in Phoenix, Arizona and $3.8 million for various facilities upgrades and acquisitions of terminal facilities in Memphis, Tennessee; Columbus, Ohio; and Denver, Colorado. The funding for capital expenditures has been and will be from a combination of cash provided by operating activities, long-term debt including $15 million borrowed to finance the new Phoenix headquarters facility, amounts available under the Company's $36 million revolving line of credit and lease financing. Page 11 Net cash provided by financing activities amounted to $18.8 million in the first half of 1996 compared to net cash used in financing activities of $20.6 million in the first half of 1995. In 1996, the increase in cash provided by financing activities is due to increases in borrowings under revolving line of credit and long-term debt net of repayments of long-term debt. The net use of cash in financing activities in 1995 was primarily the result of repayments of long-term debt of $13.2 million and reductions in borrowings under the revolving line of credit of $6.2 million. As of June 30, 1996, the Company had $8.8 million available under its revolving line of credit. On June 25, 1996 the Company amended its Credit Agreement to extend the maturity of its revolving line of credit from May 31, 1997 to September 30, 1997. Management believes that it will be able to finance its needs for working capital and facilities improvements and expansion as well as anticipated fleet growth through cash flows from future operations, borrowings available under its revolving line of credit and through long-term debt and operating lease financing believed to be available to finance revenue equipment acquisitions. 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 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. Seasonality In the transportation industry, results of operations generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. The Company's operating expenses also tend to be higher in the winter months primarily due to increased operating costs in colder weather and higher fuel consumption due to increased idle time. Page 12 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES PART II OTHER INFORMATION Item 1. Legal Proceedings No reportable events or material changes occurred during the quarter for which this report is filed. Items 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 May 23, 1996. At the Annual Meeting, the stockholders elected Jerry C. Moyes, William F. Riley III and Lou A. Edwards to serve as Directors for three-year terms. Rodney K. Sartor, Earl H. Scudder, Jr., and Alphonse E. Frei continued as Directors after the meeting. No matters other than the election of directors were voted on at the Annual Meeting. Shareholders representing 23,920,975 shares or 97.02% were present in person or by proxy at the Annual Meeting. There were no broker non-votes on this proposal. A tabulation with respect to each nominee for office is as follows:
Votes Votes Votes Against or Cast For Withheld Jerry C. Moyes 23,879,590 23,879,507 41,468 William F. Riley III 23,879,590 23,879,378 41,597 Lou A. Edwards 23,879,590 23,877,290 43,685
Item 6. Exhibits and reports on Form 8-K (a) Exhibit 11 - Schedule of Computation of Net Earnings Per Share (see attached) (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. Page 13 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. ------------------------------ /s/ William F. Riley III Date: August 13, 1996 -------------------------------------- (Signature) William F. Riley III Chief Financial Officer Page 14 EX-11 2 SCHEDULE OF COMPUTATION OF NET EARNINGS PER SHARE EXHIBIT 11 SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES Schedule of Computation of Net Earnings Per Share (in thousands, except per share amounts) Three months Six months ended June 30, ended June 30, 1996 1995 1996 1995 ------- ------- ------- ------- Net earnings $ 6,772 $ 7,764 $ 9,343 $11,750 ======= ======= ======= ======= Weighted average shares: Common shares outstanding 24,810 24,558 24,734 24,510 Common equivalent shares issuable upon exercise of employee stock options (1) 685 716 718 815 ------- ------- ------- ------- Total weighted average shares - primary 25,495 25,274 25,452 25,325 Incremental common equivalent shares (calculated using the higher of the end of period or average fair market value (2) 9 16 14 -- ------- ------- ------- ------- Total weighted average shares - fully diluted 25,504 25,290 25,466 25,325 ======= ======= ======= ======= Primary net earnings per common and equivalent share $ .27 $ .31 $ .37 $ .46 ======= ======= ======= ======= Fully diluted net earnings per common and equivalent share $ .27 $ .31 $ .37 $ .46 ======= ======= ======= ======= Notes: (1) Amount calculated using the treasury stock method and average fair market values. (2) The calculation is submitted in accordance with Regulation S-K Item 601(b) (11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. EX-27 3 FDS -- 2ND QUARTER 10Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS AS OF JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS 0000863557 SWIFT TRANSPORTATION CO., INC. 1,000 US DOLLARS 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1 1,266 0 65,457 0 4,331 95,862 351,102 94,089 362,317 78,812 0 0 0 25 145,167 362,317 261,734 261,734 0 242,057 (320) 0 3,439 16,558 7,215 9,343 0 0 0 9,343 .37 .37
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