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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
SWIFT TRANSPORTATION CO., INC. & SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------- -----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
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
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
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
<PAGE>
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
<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. 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Votes Against Broker Non
Votes Cast Votes For or Withheld Votes
---------- --------- ----------- -----
<S> <C> <C> <C> <C>
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
</TABLE>
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
<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.
Date: August 9, 2000 /s/ William F. Riley III
----------------------------------------
(Signature)
William F. Riley III
Senior Executive Vice President and
Chief Financial Officer
17
