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
<PAGE>
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
<PAGE>
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
<PAGE>
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
Condensed consolidated balance sheets (continued)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- -----------
(unaudited)
<S> <C> <C>
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
======== ========
</TABLE>
Page 2
<PAGE>
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
Condensed consolidated statements of earnings
(unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
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
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
Page 3
<PAGE>
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six months ended June 30,
1996 1995
-------- --------
<S> <C> <C>
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)
-------- --------
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 4
<PAGE>
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
Condensed consolidated statements of cash flows (continued)
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six months ended June 30,
1996 1995
-------- -------
<S> <C> <C>
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
======== ========
</TABLE>
Page 5
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Votes
Votes Votes Against or
Cast For Withheld
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
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%.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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
</LEGEND>
<CIK> 0000863557
<NAME> SWIFT TRANSPORTATION CO., INC.
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