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8-K - FORM 8-K - Knight-Swift Transportation Holdings Inc. | c15835e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - Knight-Swift Transportation Holdings Inc. | c15835exv99w1.htm |
EXHIBIT 99.2
Swift Transportation Company
Financial Condition Summary and Other Data
Financial Condition Summary and Other Data
For the first quarter ended March 31, 2011, our net cash capital expenditures were $33.7
million compared to $12.5 million in the same quarter of the prior year, while the gross value of
equipment and facilities acquired through cash, capital lease, or operating lease financing was
$40.2 million and $39.7 million in the first quarters of 2011 and 2010, respectively. At March 31,
2011, we had cash of $21.5 million, excluding restricted cash of $85.1 million held primarily as
collateral by our captive insurance subsidiaries. We also had available liquidity of $290.8
million on March 31, 2011, consisting of $234.8 million available on our undrawn revolving line of
credit, after giving effect for the $165.2 million of letters of credit outstanding under this
facility, and $56.0 million available under our accounts receivable securitization facility.
Additionally, on January 20, 2011 and as previously reported in our Annual Report on Form 10-K, we
sold an additional 6,050,000 shares of our Class A common stock to the underwriters of our initial
public offering (IPO) at the IPO price of $11.00 per share, less the underwriters discount,
pursuant to the over-allotment option in the underwriting agreement and received proceeds of $63.2
million in cash. We used $60.0 million of these proceeds to pay down our senior secured term loan
and the remaining $3.2 million to pay down our accounts receivable securitization obligation.
Additional information regarding our financial condition, cash flows, and other data for the first
quarter of 2011 is included in the following schedules.
OPERATING STATISTICS (UNAUDITED)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Trucking revenue (1,2) |
$ | 554,721 | $ | 503,507 | ||||
Weekly trucking revenue per tractor (2) |
$ | 2,862 | $ | 2,711 | ||||
Deadhead miles percentage |
12.13 | % | 12.22 | % | ||||
Average loaded length of haul (miles) |
430 | 438 | ||||||
Average tractors available for dispatch |
||||||||
Company |
11,105 | 10,747 | ||||||
Owner Operator |
3,972 | 3,696 | ||||||
Total |
15,077 | 14,443 | ||||||
Notes to Operating Statistics:
(1) | In thousands. |
|
(2) | Excludes fuel surcharge, rail, third party carrier, leasing, and other shop and miscellaneous
revenue. |
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (UNAUDITED) (a)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010
THREE MONTHS ENDED MARCH 31, 2011 AND 2010
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
(Amounts in thousands) | ||||||||
Net income (loss) |
$ | 3,205 | $ | (53,001 | ) | |||
Adjusted for: |
||||||||
Depreciation and amortization of
property and equipment |
50,358 | 60,019 | ||||||
Amortization of intangibles |
4,727 | 5,478 | ||||||
Interest expense |
37,501 | 62,596 | ||||||
Derivative interest expense |
4,680 | 23,714 | ||||||
Interest income |
(467 | ) | (220 | ) | ||||
Income tax expense (benefit) |
2,321 | (9,525 | ) | |||||
Earnings before interest, taxes,
depreciation and amortization (EBITDA) |
$ | 102,325 | $ | 89,061 | ||||
Non-cash equity compensation (b) |
2,424 | | ||||||
Non-cash impairments |
| 1,274 | ||||||
Adjusted earnings before interest, taxes,
depreciation and amortization
(Adjusted EBITDA) |
$ | 104,749 | $ | 90,335 | ||||
(a) | We define Adjusted EBITDA as net income (loss) plus (i) depreciation and amortization, (ii)
interest and derivative interest expense, including other fees and charges associated with
indebtedness, net of interest income, (iii) income taxes, (iv) non-cash impairments, (v)
non-cash equity compensation expense, (vi) other unusual non-cash items, and (vii) excludable
transaction costs. We believe that Adjusted EBITDA is a relevant measure for estimating the
cash generated by our operations that would be available to cover capital expenditures, taxes,
interest and other investments and that it enhances an investors understanding of our
financial performance. We use Adjusted EBITDA for business planning purposes and in measuring
our performance relative to that of our competitors. Our method of computing Adjusted EBITDA
is consistent with that used in our senior secured credit agreement for covenant compliance
purposes and may differ from similarly titled measures of other companies. Adjusted EBITDA is
not a recognized measure under GAAP. Adjusted EBITDA should be considered in addition to, not
as a substitute for or superior to, net income, operating income or any other performance
measures derived in accordance with GAAP as measures of operating performance or operating
cash flows as a measure of liquidity. |
|
(b) | Includes the $2.4 million of recurring non-cash equity compensation expense following our
IPO, on a pre-tax basis. |
2
SELECTED CONSOLIDATED BALANCE SHEET DATA (UNAUDITED)
AS OF MARCH 31, 2011 AND DECEMBER 31, 2010
AS OF MARCH 31, 2011 AND DECEMBER 31, 2010
March 31, 2011 | December 31, 2010 | |||||||
(Amounts in thousands) | ||||||||
Cash and cash equivalents |
$ | 21,549 | $ | 47,494 | ||||
Restricted cash |
85,078 | 84,568 | ||||||
Accounts receivable, net |
314,666 | 276,879 | ||||||
Property and equipment, net |
1,315,399 | 1,339,638 | ||||||
Intangible assets, net |
364,017 | 368,744 | ||||||
Goodwill |
253,256 | 253,256 | ||||||
Other assets |
201,715 | 197,316 | ||||||
Total assets |
$ | 2,555,680 | $ | 2,567,895 | ||||
Total debt and capital lease obligations (1) |
1,693,809 | 1,774,100 | ||||||
Securitization of accounts receivable |
136,000 | 171,500 | ||||||
Other liabilities |
735,639 | 705,466 | ||||||
Total liabilities |
2,565,448 | 2,651,066 | ||||||
Stockholders deficit |
(9,768 | ) | (83,171 | ) | ||||
Total liabilities and stockholders deficit |
$ | 2,555,680 | $ | 2,567,895 | ||||
Notes to Selected Consolidated Balance Sheet Data:
(1) | Total debt and capital lease obligations as of March 31, 2011 includes $999.2 million
net carrying value of senior secured first lien term loan, $490.4 million net carrying
value of senior second priority secured notes, $11.0 million of unsecured floating rate
notes, $15.7 million of unsecured fixed rate notes, and $177.5 million of other secured
indebtedness and capital lease obligations. Total debt and capital lease obligations as of
December 31, 2010 includes $1,059.4 million net carrying value of senior secured first lien
term loan, $490.0 million net carrying value of senior second priority secured notes, $11.0
million of unsecured floating rate notes, $15.7 million of unsecured fixed rate notes, and
$198.0 million of other secured indebtedness and capital lease obligations. |
3
SELECTED CONSOLIDATED CASH FLOW DATA (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2011 AND 2010
THREE MONTHS ENDED MARCH 31, 2011 AND 2010
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
(Amounts in thousands) | ||||||||
Net income (loss) |
$ | 3,205 | $ | (53,001 | ) | |||
Adjustments to reconcile net income (loss) to net cash
provided by operating activities |
64,139 | 55,464 | ||||||
(Decrease) increase in cash resulting from changes in
Accounts receivable, inventories, other assets,
accounts payable, accrued liabilities and other liabilities |
(7,469 | ) | 12,644 | |||||
Net cash provided by operating activities |
$ | 59,875 | $ | 15,107 | ||||
Capital expenditures, net of disposal proceeds |
$ | (33,654 | ) | $ | (12,471 | ) | ||
Increase in restricted cash |
(510 | ) | (24,002 | ) | ||||
Other investing activities |
2,615 | 1,342 | ||||||
Net cash used in investing activities |
$ | (31,549 | ) | $ | (35,131 | ) | ||
Proceeds from issuance of common stock, net of
fees and costs of issuance (1) |
$ | 62,994 | $ | | ||||
Repayment of long term debt and capital lease obligations |
(81,765 | ) | (10,625 | ) | ||||
Net change in accounts receivable securitization obligation |
(35,500 | ) | 2,000 | |||||
Other financing activities |
| 114 | ||||||
Net cash used in financing activities |
$ | (54,271 | ) | $ | (8,511 | ) | ||
Net decrease in cash and cash equivalents |
(25,945 | ) | (28,535 | ) | ||||
Cash and cash equivalents at beginning of period |
47,494 | 115,862 | ||||||
Cash and cash equivalents at end of period |
$ | 21,549 | $ | 87,327 | ||||
Notes to Selected Consolidated Cash Flow Data:
(1) | On January 20, 2011, we issued an additional 6,050,000 shares of our Class A common
stock to the underwriters of our IPO at the IPO price of $11.00 per share, less the
underwriters discount, and received proceeds of $63.2 million in cash, prior to expenses
of such issuance, pursuant to the over-allotment option in the underwriting agreement. Of
these proceeds, $60.0 million were used in January 2011 to pay down the first lien term
loan and $3.2 million were used in February 2011 to pay down the accounts receivable
securitization facility. |
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