Swift Transportation Company (NYSE:SWFT) Files An 8-K Regulation FD Disclosure
ITEM 7.01 Regulation FD Disclosure
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ITEM 9.01 Financial Statements and Exhibits
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ITEM 7.01 REGULATION FD DISCLOSURE
On December 9, 2016, Swift Transportation Company (the “Company”)
held a mid-fourth quarter conference call, providing an update on
certain operating metrics for the periods October 2016 and November
2016. As of December 9, 2016, we expect to be in the lower half of
our previously disclosed guidance ranges for the year, which were
$1.09 to $1.19 for GAAP Diluted EPS and $1.20 to $1.30 for Adjusted
EPS. The following items are added back to expected full-year 2016
Diluted EPS to arrive at Adjusted EPS: the expected amortization of
the intangibles from the Company’s 2007 going-private
transactions, the previously announced one-time charge associated
with Jerry Moyes’ retirement package, and non-cash impairments in
November 2016 related to certain operations software for
approximately $0.10, $0.05, and less than $0.01, respectively.
held a mid-fourth quarter conference call, providing an update on
certain operating metrics for the periods October 2016 and November
2016. As of December 9, 2016, we expect to be in the lower half of
our previously disclosed guidance ranges for the year, which were
$1.09 to $1.19 for GAAP Diluted EPS and $1.20 to $1.30 for Adjusted
EPS. The following items are added back to expected full-year 2016
Diluted EPS to arrive at Adjusted EPS: the expected amortization of
the intangibles from the Company’s 2007 going-private
transactions, the previously announced one-time charge associated
with Jerry Moyes’ retirement package, and non-cash impairments in
November 2016 related to certain operations software for
approximately $0.10, $0.05, and less than $0.01, respectively.
As of December 9, 2016, we anticipate first quarter 2017 ranges for
GAAP Diluted EPS of $0.11 to $0.16 and Adjusted EPS of $0.13 to
$0.18. We anticipate second quarter 2017 ranges for GAAP Diluted
EPS of $0.23 to $0.28 and Adjusted EPS of $0.25 to $0.30. Expected
amortization of the intangibles from the Company’s 2007
going-private transactions is added back to the quarterly 2017
expected Diluted EPS to arrive at Adjusted EPS.
GAAP Diluted EPS of $0.11 to $0.16 and Adjusted EPS of $0.13 to
$0.18. We anticipate second quarter 2017 ranges for GAAP Diluted
EPS of $0.23 to $0.28 and Adjusted EPS of $0.25 to $0.30. Expected
amortization of the intangibles from the Company’s 2007
going-private transactions is added back to the quarterly 2017
expected Diluted EPS to arrive at Adjusted EPS.
The transcript of the mid-fourth 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.
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 to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements concerning:
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 to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements concerning:
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our estimated ranges of GAAP Diluted EPS and Adjusted EPS for
full-year 2016 and the first two quarters of 2017; |
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projections regarding the nature, amount, and timing of
changes in truck counts, load counts, residual values of certain equipment, and gains on disposal of property and equipment; |
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our belief that anticipated strategy improvements and leaner
cost infrastructure will help our profitability in the future; |
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our belief that the industry is likely to experience capacity
contraction, resulting in a positive impact on the rate environment for carriers; |
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growth in the Dedicated segment from non-seasonal business;
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our expectations regarding the ELD mandate, including the
impact on and timing of driving utilization improvements; and |
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our expectation that Revenue xFSR per loaded mile will
decrease year over year for the fourth quarter of 2016. |
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:
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:
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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; |
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increasing competition from trucking, rail, intermodal, and
brokerage competitors; |
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our ability to execute or integrate any future acquisitions
successfully; |
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increases in driver compensation to the extent not offset by
increases in freight rates and difficulties in driver recruitment and retention; |
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additional risks arising from our contractual agreements
with owner-operators that do not exist with Company drivers; |
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our ability to retain or replace key personnel;
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our dependence on third parties for intermodal and
brokerage business; |
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potential failure in computer or communications systems;
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seasonal factors such as severe weather conditions that
increase operating costs; |
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the regulatory environment in which we operate, including
existing regulations and changes in existing regulations, or violations by us of existing or future regulations; |
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the possible re-classification of owner-operators as
employees; |
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changes in rules or legislation by the NLRB or Congress
and/or union organizing efforts; |
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our Compliance Safety Accountability rating;
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government regulation with respect to our captive insurance
companies; |
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uncertainties and risks associated with our operations in
Mexico; |
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a significant reduction in, or termination of, our trucking
services by a key customer; |
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our significant ongoing capital requirements;
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volatility in the price or availability of fuel, as well as
our ability to recover fuel prices through our fuel surcharge program; |
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fluctuations in new equipment prices or replacement costs,
and the potential failure of manufacturers to meet their sale and trade-back obligations; |
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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; |
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restrictions contained in our debt agreements;
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adverse impacts of insuring risk through our captive
insurance companies, including our need to provide restricted cash and similar collateral for anticipated losses; |
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potential volatility or decrease in the amount of earnings
as a result of our claims exposure through our captive insurance companies; |
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the potential impact of the significant number of shares of
our common stock that is eligible for future sale; |
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goodwill impairment;
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our intention to not pay dividends;
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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; |
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the significant amount of our stock and related control
over the Company by Jerry Moyes; and |
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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, except as required
by law.
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, except as required
by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
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Description
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Exhibit 99
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Q4 Mid-fourth Quarter Conference Call Transcript,
dated December 9, 2016 |
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About Swift Transportation Company (NYSE:SWFT)
Swift Transportation Company (Swift Transportation Co.) is a multi-faceted transportation services company, which operates the fleet of truckload equipment in North America from over 40 terminals near key freight centers and traffic lanes. The Company operates in four segments: Truckload, Dedicated, Swift Refrigerated and Intermodal. The Truckload segment consists of one way movements over irregular routes throughout the United States, Mexico and Canada. The Company, through the Dedicated segment, devotes use of equipment to specific customers and offers personalized solutions under long-term contracts. The Company’s Swift Refrigerated segment primarily consists of shipments for customers that require temperature-controlled trailers. The Intermodal segment includes moving freight operations, including moving the freight over the rail in its containers and other trailing equipment, and drayage of transport loads between the railheads and customer locations. Swift Transportation Company (NYSE:SWFT) Recent Trading Information
Swift Transportation Company (NYSE:SWFT) closed its last trading session down -2.03 at 24.32 with 9,756,248 shares trading hands.
