8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 26, 2017

_____________________________________________________________________

KNIGHT TRANSPORTATION, INC.

(Exact name of registrant as specified in its charter)

Arizona	001-32396	86-0649974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20002 North 19th Avenue, Phoenix, AZ	85027
(Address of principal executive offices)	(Zip Code)

(602) 269-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[   ]	Emerging growth company
[   ]	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02	Results of Operations and Financial Condition.
	On Wednesday, July 26, 2017, Knight Transportation, Inc., an Arizona corporation (the "Company"), issued a press release (the "Press Release") announcing its financial results for the quarter ended June 30, 2017. A copy of the Press Release is attached to this report as Exhibit 99.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	99	Knight Transportation, Inc. press release announcing financial results for the quarter ended June 30, 2017
	The information contained in this report (including Items 2.02 and 9.01) and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
	The information in this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph following the financial and operating information in the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

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 hereunto duly authorized.

	KNIGHT TRANSPORTATION, INC.
Date: July 26, 2017	By:	/s/ Adam W. Miller
		Adam W. Miller
		Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99	Knight Transportation, Inc. press release announcing financial results for the quarter ended June 30, 2017

EX-99

Exhibit 99

 

July 26, 2017

Phoenix, Arizona

Knight Transportation Reports Second Quarter 2017 Revenue and Earnings

Knight Transportation, Inc. (NYSE: KNX), one of North America’s largest and most diversified truckload transportation companies, today reported revenue and net income for the second quarter ended June 30, 2017.

Key financial highlights for the second quarter and first six months of 2017 and 2016 were as follows:

(dollars in thousands, except per share data)	Three Months Ended June 30,								Six Months Ended June 30,
	2017		2016			Chg			2017		2016			Chg
Total Revenue	$	273,243	$	276,318			-1.1	%	$	544,425	$	548,406			-0.7	%
Revenue, excluding trucking fuel surcharge	$	247,022	$	253,859			-2.7	%	$	492,002	$	507,442			-3.0	%
Operating Income	$	28,410	$	38,081			-25.4	%	$	51,048	$	76,808			-33.5	%
Adjusted Operating Income(1)	$	32,588	$	38,081			-14.4	%	$	55,226	$	76,808			-28.1	%
Net Income attributable to Knight	$	17,970	$	24,918	*		-27.9	%	$	32,847	$	47,935	*		-31.5	%
Adjusted Net Income, attributable to Knight(2)	$	20,577	$	24,918	*		-17.4	%	$	35,454	$	47,935	*		-26.0	%
Earnings per diluted share	$	0.22	$	0.31			-28.3	%	$	0.40	$	0.59			-31.6	%
Adjusted earnings per diluted share(2)	$	0.25	$	0.31			-17.8	%	$	0.44	$	0.59			-26.1	%
* The second quarter and first six months of 2016 was recast to reflect the impact of the Company’s adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting, to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences. The standard was early adopted in the fourth quarter of 2016, and impacted the income statement by reducing the income tax expense, while reducing additional paid-in capital in the balance sheet for all periods of 2016.

The company previously announced a quarterly cash dividend of $0.06 per share to shareholders of record on June 2, 2017, which was paid on June 23, 2017.

Dave Jackson, President and Chief Executive Officer, commented on the quarter, “The freight environment began to show signs of improvement as we experienced more non-contract opportunities during the second quarter of 2017 as compared to the same quarter last year. Our revenue per loaded mile increased slightly year over year, which marks the first year over year improvement since the third quarter of 2015. The 2017 bid season has been competitive, similar to 2016, however, we expect the recent capacity tightness and non-contract pricing strength to lead to an improved rate environment.  This quarter our tractor utilization was negatively impacted by a 3.4% decline in average length of haul and a difficult experienced driver recruiting market.  We expect these challenges to continue into the third quarter, however, our leadership remains focused on improving the productivity of our assets, expanding our brokerage business, and enhancing our cost control measures.

“Our diluted earnings per share for the second quarter were $0.22, which includes $4.2 million ($2.6 million after-tax) of expenses related to the pending merger with Swift Transportation.  Excluding the merger-related expenses, our diluted earnings per share for the second quarter were $0.25, which compares to $0.31 per diluted share in the second quarter of 2016.   A number of factors impacted our results on a year over year basis.  The decline in our miles per tractor negatively impacted our results by $0.02 per diluted share. An increase in driver payroll expenses negatively impacted our results by approximately $0.02 per diluted share, while lower gain on sale and other income year over year also negatively impacted our results by approximately $0.02.”

The following chart reflects our consolidated financial performance and that of our trucking and our logistics segments for the second quarter and first six months of 2017 and 2016.

(dollars in thousands)	Three Months Ended June 30,									Six Months Ended June 30,
	2017			2016			Chg			2017			2016			Chg
Consolidated
Revenue, excluding trucking fuel surcharge	$	247,022		$	253,859			-2.7	%	$	492,002		$	507,442			-3.0	%
Operating Income	$	28,410		$	38,081			-25.4	%	$	51,048		$	76,808			-33.5	%
Adjusted Operating Income(1)	$	32,588		$	38,081			-14.4	%	$	55,226		$	76,808			-28.1	%
Adjusted Operating Ratio(1)		86.8	%		85.0	%	180 bps				88.8	%		84.9	%	390 bps
Trucking Segment
Revenue, excluding trucking fuel surcharge	$	194,049		$	203,930			-4.8	%	$	386,509		$	403,343			-4.2	%
Operating Income	$	25,762		$	35,286			-27.0	%	$	46,022		$	71,208			-35.4	%
Adjusted Operating Income(3)	$	29,940		$	35,286			-15.2	%	$	50,200		$	71,208			-29.5	%
Adjusted Operating Ratio(3)		84.6	%		82.7	%	190 bps				87.0	%		82.3	%	470 bps
Logistics Segment
Revenue	$	52,973		$	49,929			6.1	%	$	105,493		$	104,099			1.3	%
Operating Income	$	2,648		$	2,795			-5.3	%	$	5,026		$	5,600			-10.3	%
Operating Ratio		95.0	%		94.4	%	60 bps				95.2	%		94.6	%	60 bps

In the second quarter, the trucking segment achieved an adjusted operating ratio of 84.6% compared to 82.7% for the same quarter last year.  The operating ratio was negatively impacted by a decrease in revenue per tractor, excluding fuel surcharge, of 2.9%, year over year, attributable to a 0.3% increase in average revenue per loaded mile, a 3.0% decrease in average miles per tractor, and a 20 basis point increase in our non-paid empty mile percentage.  Driver related costs and lower gain on sale continue to present cost headwinds.  We remain focused on developing our freight network and improving the productivity of our assets.

Our logistics segment consists of brokerage, intermodal, and other logistics services.  During the second quarter of 2017, the logistics segment increased revenue 6.1% and produced an operating ratio of 95.0% compared to 94.4% for the same quarter last year.  Brokerage revenue increased 12.1% in the second quarter of 2017 when compared to the same quarter last year as load volume increased 12.4%.  The gross margin percentage decreased to 14.3% in the current quarter compared to 16.8% in the same quarter last year.  We plan to continue to invest in our logistics service offerings, which should continue to improve our return on capital compared with asset-based operations.

The used equipment market remained soft during the quarter and resulted in $0.8 million of gain on sale of revenue equipment in the second quarter of 2017, compared to $2.7 million in the same quarter of 2016. The average age of our tractor fleet is 2.6 years, which has increased from 1.8 years in the second quarter of 2016.  With rising new equipment prices and a weak used equipment market, we extended the expected trade cycle of our tractors and reduced our average tractor count by 2.0% when compared to the second quarter of 2016. Managing our fleet size and age, and resulting capital investments in the trucking segment, will continue to be part of our strategy to maintain investment returns as much as possible through fluctuations  in the supply-demand environment.

Over the last twelve months ended June 30, 2017, we have returned $22.9 million to our shareholders in the form of quarterly dividends and stock repurchases. We ended the quarter with $88.7 million of cash and cash equivalents, no long-term debt, and $816.3 million of shareholders' equity. Our net capital expenditures during the second quarter were $11.0 million, while our cash flow from operations was $52.2 million.

The company will hold a conference call on July 26, 2017, at 4:30 PM EDT, to further discuss its results of operations for the quarter ended June 30, 2017. The dial in number for this conference call is 1-855-733-9163. Slides to accompany this call will be posted on the company’s website and will be available to download prior to the scheduled conference time.  To view the presentation, please visit http://investor.knighttrans.com/events, “Second Quarter 2017 Conference Call Presentation.”

Adjusted operating ratio is a non-GAAP financial measure and is not intended to replace financial measures calculated in accordance with GAAP. This non-GAAP financial measure supplements our GAAP results in evaluating certain parts of our business.  We believe that using this measure affords a more consistent basis for comparing our results of operations from period to period. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP, is included in the tables at the end of this press release.

Knight Transportation, Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and service centers in the U.S. to serve customers throughout North America.  In addition to operating one of the country’s largest tractor fleets, Knight also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

INCOME STATEMENT DATA:
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Unaudited, in thousands, except per share amounts)
REVENUE:
Revenue, before fuel surcharge	$	247,022		$	253,859		$	492,002		$	507,442
Fuel surcharge		26,221			22,459			52,423			40,964
TOTAL REVENUE		273,243			276,318			544,425			548,406
OPERATING  EXPENSES:
Salaries, wages and benefits		79,944			84,440			162,454			168,043
Fuel expense - gross		33,719			33,429			68,952			60,200
Operations and maintenance		20,596			19,094			41,249			37,104
Insurance and claims		8,294			8,257			16,865			17,080
Operating taxes and licenses		4,615			4,612			9,046			10,099
Communications		1,018			1,043			2,204			2,248
Depreciation and amortization		29,371			28,955			59,053			57,357
Purchased transportation		58,299			53,918			116,924			111,703
Miscellaneous operating expenses		4,799			4,489			12,452			7,764
Merger-related costs		4,178			-			4,178			-
Total operating expenses		244,833			238,237			493,377			471,598
Income from operations		28,410			38,081			51,048			76,808
Interest income		130			82			189			176
Interest expense		(54	)		(258	)		(136	)		(559	)
Other income		601			1,927			1,322			3,213
Income before income taxes		29,087			39,832			52,423			79,638
INCOME  TAXES		10,828			14,618	*		19,058			30,955	*
Net income		18,259			25,214	*		33,365			48,683	*
Net income attributable to noncontrolling interest		(289	)		(296	)		(518	)		(748	)
NET INCOME ATTRIBUTABLE TO KNIGHT TRANSPORTATION	$	17,970		$	24,918	*	$	32,847		$	47,935	*
Basic Earnings Per Share	$	0.22		$	0.31		$	0.41		$	0.60
Diluted Earnings Per Share	$	0.22		$	0.31		$	0.40		$	0.59
Weighted Average Shares Outstanding - Basic		80,520			80,105			80,416			80,407
Weighted Average Shares Outstanding - Diluted		81,349			80,983			81,276			81,191

BALANCE SHEET DATA:
	06/30/17		12/31/16
ASSETS	(Unaudited, in thousands)
Cash and cash equivalents	$	88,706	$	8,021
Trade receivables, net of allowance for doubtful accounts		127,252		142,167
Notes receivable, net of allowance for doubtful accounts		646		560
Prepaid expenses		11,703		13,244
Assets held for sale		13,845		9,634
Other current assets		8,208		8,159
Income Tax Receivable		11,280		8,406
Total Current Assets		261,640		190,191
Property and equipment, net		759,896		802,858
Notes receivable, long-term		2,618		3,047
Goodwill		47,021		47,031
Intangible Assets, net		2,325		2,575
Other assets and restricted cash		25,908		32,823
Total Long-term Assets		837,768		888,334
Total Assets	$	1,099,408	$	1,078,525
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	12,775	$	18,006
Accrued payroll and purchased transportation		27,008		25,017
Accrued liabilities		21,429		16,722
Claims accrual - current portion		19,905		18,633
Dividend payable - current portion		287		272
Total Current Liabilities		81,404		78,650
Claims accrual - long-term portion		14,167		13,290
Long-term dividend payable and other liabilities		1,781		1,854
Deferred tax liabilities		183,518		178,000
Long-term debt		-		18,000
Total Long-term Liabilities		199,466		211,144
Total Liabilities		280,870		289,794
Common stock		806		802
Additional paid-in capital		231,551		223,267
Retained earnings		583,988		562,404
Total Knight Transportation Shareholders' Equity		816,345		786,473
Noncontrolling interest		2,193		2,258
Total Shareholders' Equity		818,538		788,731
Total Liabilities and Shareholders' Equity	$	1,099,408	$	1,078,525

	Three Months Ended June 30,									Six Months Ended June 30,
	2017			2016			% Change			2017			2016			% Change
	(Unaudited)									(Unaudited)
OPERATING  STATISTICS
Average Revenue Per Tractor**	$	42,176		$	43,414			-2.9	%	$	83,335		$	85,943			-3.0	%
Non-paid Empty Mile Percent		12.5	%		12.3	%		1.6	%		12.5	%		12.5	%		0.0	%
Average Length of Haul		488			505			-3.4	%		493			500			-1.4	%
Adjusted Operating Ratio (1)		86.8	%		85.0	%					88.8	%		84.9	%
Average Tractors - Total		4,601			4,697						4,638			4,693
Average Trailers - Total		12,310			12,289						12,377			12,128
Net Capital Expenditures (in thousands)	$	11,013		$	23,678					$	22,588		$	35,396
Cash Flow From Operations (in thousands)	$	52,207		$	66,183	*				$	117,691		$	135,558	*
* Recast to reflect the impact of the Company’s adoption of ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting, to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences. The standard was early adopted in the fourth quarter of 2016, and impacted the income statement by reducing the income tax expense and therefore net income, while reducing additional paid-in capital in the balance sheet for all periods of 2016.
** Includes trucking segment revenue excluding fuel surcharge.

GAAP to Non-GAAP Reconciliation Schedules:

(1)

Non-GAAP reconciliation
Adjusted operating income, operating ratio, and adjusted operating ratio reconciliation (a)
	Three Months Ended June 30,						Six Months Ended June 30,
		2017			2016			2017			2016
	(Unaudited, in thousands)
Total revenue	$	273,243		$	276,318		$	544,425		$	548,406
Less: Trucking fuel surcharge		26,221			22,459			52,423			40,964
Revenue, excluding trucking fuel surcharge	$	247,022		$	253,859		$	492,002		$	507,442
Operating expense		244,833			238,237			493,377			471,598
Adjusted for:
Trucking fuel surcharge		(26,221	)		(22,459	)		(52,423	)		(40,964	)
Merger-related costs(b)		(4,178	)		-			(4,178	)		-
Adjusted operating expenses		214,434			215,778			436,776			430,634
Adjusted operating income	$	32,588		$	38,081		$	55,226		$	76,808
Operating ratio		89.6	%		86.2	%		90.6	%		86.0	%
Adjusted operating ratio		86.8	%		85.0	%		88.8	%		84.9	%

(2)

Non-GAAP reconciliation
Adjusted net income attributable to Knight and adjusted earnings per diluted share reconciliation:
	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
	(Unaudited, in thousands, except per share amounts)
Net Income attributable to Knight	$	17,970	$	24,918	$	32,847	$	47,935
Adjusted for:
Merger-related costs (net of tax)(b)		2,607		-		2,607		-
Adjusted net income attributable to Knight	$	20,577	$	24,918	$	35,454	$	47,935
Weighted Average Shares Outstanding - Diluted		81,349		80,983		81,276		81,191
Earnings per diluted share	$	0.22	$	0.31	$	0.40	$	0.59
Adjusted for:
Merger-related costs(b)		0.03		-	$	0.03		-
Adjusted earnings per diluted  share	$	0.25	$	0.31	$	0.44	$	0.59

(3)

Non-GAAP reconciliation
Operating ratio and adjusted operating ratio for trucking segment (a)
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Unaudited, in thousands)
Trucking
Total revenue	$	220,270		$	226,389		$	438,932		$	444,307
Less: Trucking fuel surcharge		26,221			22,459			52,423			40,964
Revenue, excluding trucking fuel surcharge	$	194,049		$	203,930		$	386,509		$	403,343
Operating expense		194,508			191,103			392,910			373,099
Adjusted for:
Trucking fuel surcharge		(26,221	)		(22,459	)		(52,423	)		(40,964	)
Merger-related costs(b)		(4,178	)		-			(4,178	)		-
Adjusted operating expenses		164,109			168,644			336,309			332,135
Adjusted operating income	$	29,940		$	35,286		$	50,200		$	71,208
Operating ratio		88.3	%		84.4	%		89.5	%		84.0	%
Adjusted operating ratio		84.6	%		82.7	%		87.0	%		82.3	%

(a) Adjusted operating ratio as reported in this press release is based upon total operating expenses, net of fuel surcharge, as a percentage of revenue before fuel surcharge.  We measure our revenue, before fuel surcharge, and our operating expenses, net of fuel surcharge, because we believe that eliminating this sometimes volatile source of revenue affords a more consistent basis for comparing our results of operations from period to period.

(b) During the second quarter of 2017, we recorded approximately $4.2 million of direct and incremental costs ($2.6 million after-tax) related to the proposed merger with Swift. These costs were primarily incurred for legal and professional fees associated with the transaction.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally may be identified by their use of terms or phrases such as "expects," "estimates," "anticipates," "projects," "believes," "plans," "intends," "may," "will," "should," "could," "potential," "continue," "future," and terms or phrases of similar substance.  Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Accordingly, actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, stockholder reports, Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

Contact:  David A. Jackson, President and CEO, or Adam W. Miller, CFO at (602) 606-6315

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