Attached files
| file | filename |
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| EX-99 - EXHIBIT 99 - Knight-Swift Transportation Holdings Inc. | exhibit9909092016.htm |
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): September 9, 2016
_____________________________________________________________________
Swift Transportation Company
(Exact name of registrant as specified in its charter)
_____________________________________________________________________
Delaware | 001-35007 | 20-5589597 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
2200 South 75th Avenue, Phoenix, Arizona | 85043 | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(602) 269-9700 | |||||
(Registrant's telephone number, including area code) | |||||
N/A | |||||
(Former name or former address, if changed since last report) | |||||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
TABLE OF CONTENTS
ITEM 7.01 REGULATION FD DISCLOSURE
On September 9, 2016, Swift Transportation Company (the "Company") held a mid-third quarter conference call, providing an update on certain operating metrics for the periods July 2016 and August 2016. Additionally, as was previously announced, Swift's founder and Chief Executive Officer, Jerry Moyes will be retiring at the end of 2016. The accounting treatment of Mr. Moyes' retirement package will result in a one-time charge of approximately $7.5 million that the Company expects to record in September 2016, causing the Company to lower its full-year 2016 GAAP Diluted EPS range to $1.19 – $1.29. However, full-year Adjusted EPS guidance remains unchanged, and the Company reconfirms its previously-disclosed range of $1.30 – $1.40, since the one-time charge will be added back for Adjusted EPS purposes. Additionally, expected amortization of the intangibles from the Company's 2007 going-private transactions, which is added back for Adjusted EPS purposes, remains unchanged.
The transcript of the mid-third quarter conference call is attached hereto as Exhibit 99. The information contained herein and in the accompanying Exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information furnished in this report on Form 8-K, including Exhibit 99, shall be deemed to be "furnished" and therefore shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by regulation FD.
This Current Report on Form 8-K and the attached transcript contain statements that may constitute forward-looking statements, which are based on information currently available, usually defined by words such as "anticipates," "believes," "estimates," "plans," "projects," "expects," "hopes," "intends," "will," "could," "should," "may," or similar expressions which speak only as of the date the statement was made. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning:
• | our estimated range of GAAP Diluted EPS and Adjusted EPS for full-year 2016; |
• | the expected amount and timing of the one-time charge from Jerry Moyes' retirement package; |
• | that we can build upon the current momentum in the Dedicated segment in future periods; |
• | that growth within our existing Dedicated customer-base should not produce significant start-up costs; |
• | expected changes in truck count during the second half of 2016; |
• | the expectation that Revenue xFSR per loaded mile within the Swift Refrigerated segment will decrease year over year for the third quarter of 2016; |
• | that our implemented countermeasures will increase fleet efficiency in the Swift Refrigerated segment; |
• | our projection that the Intermodal segment's total loads will decrease year over year for the third quarter of 2016; and |
• | our belief that we are well-positioned for the future. |
Such forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions and expectations of Company management and current market conditions, which are subject to significant risks and uncertainties, as set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2015. As to the Company's business and financial performance, the following factors, among others, could cause actual results to materially differ from those in forward-looking statements:
• | economic conditions, including future recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries in which we have a significant concentration of customers; |
• | our ability to address challenges in our industry, including excess capacity, excess customer inventories, and increasing competition from trucking, rail, intermodal, and brokerage competitors; |
• | our ability to execute or integrate any future acquisitions successfully; |
• | increases in driver compensation to the extent not offset by increases in freight rates and difficulties in driver recruitment and retention; |
• | additional risks arising from our contractual agreements with owner-operators that do not exist with Company drivers; |
• | our ability to retain or replace key personnel; |
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• | our dependence on third parties for intermodal and brokerage business; |
• | potential failure in computer or communications systems; |
• | seasonal factors such as severe weather conditions that increase operating costs; |
• | the regulatory environment in which we operate, including existing regulations and changes in existing regulations, or violations by us of existing or future regulations; |
• | the possible re-classification of owner-operators as employees; |
• | changes in rules or legislation by the NLRB or Congress and/or union organizing efforts; |
• | our CSA safety rating; |
• | government regulation with respect to our captive insurance companies; |
• | uncertainties and risks associated with our operations in Mexico; |
• | a significant reduction in, or termination of, our trucking services by a key customer; |
• | our significant ongoing capital requirements; |
• | volatility in the price or availability of fuel, as well as our ability to recover fuel prices through our fuel surcharge program; |
• | fluctuations in new equipment prices or replacement costs, and the potential failure of manufacturers to meet their sale and trade-back obligations; |
• | the impact that our substantial leverage may have on the way we operate our business and our ability to service our debt, including compliance with our debt covenants; |
• | restrictions contained in our debt agreements; |
• | adverse impacts of insuring risk through our captive insurance companies, including our need to provide restricted cash and similar collateral for anticipated losses; |
• | potential volatility or decrease in the amount of earnings as a result of our claims exposure through our captive insurance companies; |
• | the potential impact of the significant number of shares of our common stock that is eligible for future sale; |
• | goodwill impairment; |
• | our intention to not pay dividends; |
• | conflicts of interest or potential litigation that may arise from other businesses owned by Jerry Moyes, including pledges of Swift stock and guarantees by Jerry Moyes related to other businesses; |
• | the significant amount of our stock and related control over the Company by Jerry Moyes; and |
• | related-party transactions between the Company and Jerry Moyes. |
Important factors, in addition to those listed above and in our filings with the SEC, could impact us financially. As a result of these and other factors, actual results may differ from those set forth in the forward-looking statements, and the prices of the Company's securities may dramatically fluctuate. The Company makes no commitment, and disclaims any duty, to update or revise any forward-looking statements to reflect future events, new information or changes in these expectations.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit | Description | |
Exhibit 99 | Q3 Mid-third Quarter Conference Call Transcript, dated September 9, 2016 | |
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SIGNATURES
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.
Swift Transportation Company | |||||
(Registrant) | |||||
Date: | September 9, 2016 | /s/ Virginia Henkels | |||
Virginia Henkels | |||||
Executive Vice President and Chief Financial Officer | |||||
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