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): August 20, 2015
_____________________________________________________________________
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)) | ||||
ITEM 7.01 REGULATION FD DISCLOSURE
In a recent meeting between the Company’s CEO and an analyst, the CEO discussed the Company’s average truck count trends. In this meeting, our CEO disclosed that our average operational truck count from August 2014 to August 2015 increased by approximately 1,000 trucks. As we have previously disclosed, our forecast for the calendar year 2015 is to grow 700-1,100 operational trucks and on our most recent earnings call we indicated that that we expect to be at the lower end of that range. Through June 2015, our average operational truck count had grown approximately 300 trucks, compared to December 2014. Average operational truck count through August 19, 2015 has increased by approximately 200 trucks since June, and the Company continues to forecast that the increase in the average operational truck growth during the calendar year 2015 should be at the lower end of the Company’s previously disclosed range of 700-1,100 trucks.
This Report on Form 8-K contains statements that may constitute forward-looking statements, which are based on information currently available, including management’s forecast average operational truck count growth for the full year 2015. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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, 2014. 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; |
• | 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; |
• | our ability to attract and maintain relationships with owner-operators; |
• | our ability to retain or replace key personnel; |
• | 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 our 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; |
• | the amount and velocity of changes in fuel prices and our ability to recover fuel prices through our fuel surcharge program; |
• | volatility in the price or availability of fuel; |
• | increases in new equipment prices or replacement costs; |
• | our level of indebtedness and our ability to service our outstanding indebtedness, including compliance with our indebtedness covenants, and the impact such indebtedness may have on the way we operate our business; |
• | 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 outstanding; |
• | 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 related to other businesses by Jerry Moyes; |
• | the significant amount of our stock and related control over the Company by Jerry Moyes; |
• | related-party transactions between the Company and Jerry Moyes; and |
• | that our acquisition of Central may be challenged by our stockholders. |
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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: | August 20, 2015 | /s/ Virginia Henkels | |||
Virginia Henkels | |||||
Executive Vice President and Chief Financial Officer | |||||
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