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|
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Delaware
|
|
20-5589597
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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PAGE
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Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014
|
|
|
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Consolidated Income Statements (Unaudited) for the Three Months Ended March 31, 2015 and 2014
|
|
|
|
Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2015 and 2014
|
|
|
|
Consolidated Statement of Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2015
|
|
|
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Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2015 and 2014
|
|
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|
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
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The following glossary provides definitions for certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document.
|
||
|
||
Term
|
|
Definition
|
Swift/the Company/Management/We/Us/Our
|
|
Unless otherwise indicated or the context otherwise requires, these terms represent Swift Transportation Company and its subsidiaries. Swift Transportation Company is the holding company for Swift Transportation Co., LLC (a Delaware limited liability company) and Interstate Equipment Leasing, LLC.
|
2007 Transactions
|
|
In April 2007, Jerry Moyes and his wife contributed their ownership of all of the issued and outstanding shares of IEL to Swift Corporation in exchange for additional Swift Corporation shares. In May 2007, the Moyes Affiliates, contributed their shares of Swift Transportation Co., Inc. common stock to Swift Corporation in exchange for additional Swift Corporation shares. Swift Corporation then completed its acquisition of Swift Transportation Co., Inc. through a merger on May 10, 2007, thereby acquiring the remaining outstanding shares of Swift Transportation Co., Inc. common stock. Upon completion of the 2007 Transactions, Swift Transportation Co., Inc. became a wholly-owned subsidiary of Swift Corporation. At the close of the market on May 10, 2007, the common stock of Swift Transportation ceased trading on NASDAQ.
|
2011 RSA
|
|
The Company's previous Receivables Sale Agreement, entered into in 2011, with unrelated financial entities
|
2013 Agreement
|
|
The Company's Second Amended and Restated Credit Agreement, replaced by the 2014 Agreement
|
2013 RSA
|
|
Second Amended and Restated Receivables Sale Agreement, entered into in 2013 by SRCII, with unrelated financial entities, "The Purchasers"
|
2014 Agreement
|
|
The Company's Third Amended and Restated Credit Agreement
|
AOCI
|
|
Accumulated Other Comprehensive Income (Loss)
|
ASC
|
|
Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
Central
|
|
Central Refrigerated Transportation, LLC (formerly Central Refrigerated Transportation, Inc.)
|
COFC
|
|
Container on Flat Car
|
CSA
|
|
Compliance Safety Accountability
|
Deadhead
|
|
Tractor movement without hauling freight (unpaid miles driven)
|
DOE
|
|
United States Department of Energy
|
EBITDA
|
|
Earnings Before Interest, Taxes, Depreciation and Amortization
|
EPS
|
|
Earnings Per Share
|
FASB
|
|
Financial Accounting Standards Board
|
IEL
|
|
Interstate Equipment Leasing, LLC (formerly Interstate Equipment Leasing, Inc.)
|
IPO
|
|
Initial Public Offering
|
LIBOR
|
|
London InterBank Offered Rate
|
Moyes Affiliates
|
|
Jerry Moyes, The Jerry and Vickie Moyes Family Trust dated December 11, 1987, and various Moyes children’s trusts
|
NASDAQ
|
|
National Association of Securities Dealers Automated Quotations
|
NLRB
|
|
National Labor Relations Board
|
OID
|
|
Original Issue Discount
|
Revenue xFSR
|
|
Revenue, Excluding Fuel Surcharge Revenue
|
Revolver
|
|
Revolving line of credit
|
SEC
|
|
United States Securities and Exchange Commission
|
Senior Notes
|
|
The Company's previously outstanding senior secured second priority notes
|
SRCII
|
|
Swift Receivables Company II, LLC
|
The Purchasers
|
|
Unrelated financial entities in the 2013 RSA, which was entered into by SRCII
|
Term Loan A
|
|
The Company's first lien term loan A under the 2014 Agreement
|
Term Loan B
|
|
The Company's first lien term loan B under the 2014 Agreement
|
TOFC
|
|
Trailer on Flat Car
|
US-GAAP (or GAAP)
|
|
United States Generally Accepted Accounting Principles
|
PART I — FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
68,736
|
|
|
$
|
105,132
|
|
Restricted cash
|
61,692
|
|
|
45,621
|
|
||
Restricted investments, held to maturity, amortized cost
|
18,286
|
|
|
24,510
|
|
||
Accounts receivable, net
|
452,757
|
|
|
478,999
|
|
||
Equipment sales receivable
|
689
|
|
|
288
|
|
||
Income tax refund receivable
|
4,233
|
|
|
18,455
|
|
||
Inventories and supplies
|
18,074
|
|
|
18,992
|
|
||
Assets held for sale
|
3,438
|
|
|
2,907
|
|
||
Prepaid taxes, licenses, insurance and other
|
48,874
|
|
|
51,441
|
|
||
Deferred income taxes
|
35,276
|
|
|
44,861
|
|
||
Current portion of notes receivable
|
8,730
|
|
|
9,202
|
|
||
Total current assets
|
720,785
|
|
|
800,408
|
|
||
Property and equipment, at cost:
|
|
|
|
||||
Revenue and service equipment
|
2,120,927
|
|
|
2,061,835
|
|
||
Land
|
122,835
|
|
|
122,835
|
|
||
Facilities and improvements
|
273,567
|
|
|
268,025
|
|
||
Furniture and office equipment
|
68,927
|
|
|
67,740
|
|
||
Total property and equipment
|
2,586,256
|
|
|
2,520,435
|
|
||
Less: accumulated depreciation and amortization
|
1,017,060
|
|
|
978,305
|
|
||
Net property and equipment
|
1,569,196
|
|
|
1,542,130
|
|
||
Other assets
|
37,957
|
|
|
41,855
|
|
||
Intangible assets, net
|
295,729
|
|
|
299,933
|
|
||
Goodwill
|
253,256
|
|
|
253,256
|
|
||
Total assets
|
$
|
2,876,923
|
|
|
$
|
2,937,582
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
162,226
|
|
|
$
|
160,186
|
|
Accrued liabilities
|
110,947
|
|
|
100,329
|
|
||
Current portion of claims accruals
|
73,429
|
|
|
81,251
|
|
||
Current portion of long-term debt
|
32,581
|
|
|
31,445
|
|
||
Current portion of capital lease obligations
|
45,891
|
|
|
42,902
|
|
||
Fair value of interest rate swaps
|
4,233
|
|
|
6,109
|
|
||
Total current liabilities
|
429,307
|
|
|
422,222
|
|
||
Revolving line of credit
|
—
|
|
|
57,000
|
|
||
Long-term debt, less current portion
|
867,042
|
|
|
871,615
|
|
||
Capital lease obligations, less current portion
|
153,786
|
|
|
158,104
|
|
||
Claims accruals, less current portion
|
152,732
|
|
|
143,693
|
|
||
Deferred income taxes
|
465,419
|
|
|
480,640
|
|
||
Securitization of accounts receivable
|
294,000
|
|
|
334,000
|
|
||
Other liabilities
|
32
|
|
|
14
|
|
||
Total liabilities
|
2,362,318
|
|
|
2,467,288
|
|
||
Contingencies (Note 9)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Class A common stock, par value $0.01 per share; Authorized 500,000,000 shares; 91,366,626 and 91,103,643 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
|
914
|
|
|
911
|
|
||
Class B common stock, par value $0.01 per share; Authorized 250,000,000 shares; 50,991,938 shares issued and outstanding as of March 31, 2015 and December 31, 2014
|
510
|
|
|
510
|
|
||
Additional paid-in capital
|
786,455
|
|
|
781,124
|
|
||
Accumulated deficit
|
(272,177
|
)
|
|
(310,017
|
)
|
||
Accumulated other comprehensive (loss) income
|
(1,199
|
)
|
|
(2,336
|
)
|
||
Noncontrolling interest
|
102
|
|
|
102
|
|
||
Total stockholders’ equity
|
514,605
|
|
|
470,294
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,876,923
|
|
|
$
|
2,937,582
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except per share data)
|
||||||
Operating revenue:
|
|
|
|
||||
Revenue, excluding fuel surcharge revenue
|
$
|
894,864
|
|
|
$
|
816,999
|
|
Fuel surcharge revenue
|
120,280
|
|
|
191,447
|
|
||
Operating revenue
|
1,015,144
|
|
|
1,008,446
|
|
||
Operating expenses:
|
|
|
|
||||
Salaries, wages and employee benefits
|
261,654
|
|
|
229,366
|
|
||
Operating supplies and expenses
|
94,204
|
|
|
80,825
|
|
||
Fuel
|
106,907
|
|
|
156,022
|
|
||
Purchased transportation
|
288,811
|
|
|
319,169
|
|
||
Rental expense
|
61,975
|
|
|
51,719
|
|
||
Insurance and claims
|
44,307
|
|
|
42,448
|
|
||
Depreciation and amortization of property and equipment
|
56,927
|
|
|
56,175
|
|
||
Amortization of intangibles
|
4,204
|
|
|
4,204
|
|
||
Gain on disposal of property and equipment
|
(3,932
|
)
|
|
(3,159
|
)
|
||
Communication and utilities
|
7,499
|
|
|
7,170
|
|
||
Operating taxes and licenses
|
17,588
|
|
|
18,337
|
|
||
Total operating expenses
|
940,144
|
|
|
962,276
|
|
||
Operating income
|
75,000
|
|
|
46,170
|
|
||
Other expenses (income):
|
|
|
|
||||
Interest expense
|
10,388
|
|
|
23,225
|
|
||
Derivative interest expense
|
2,793
|
|
|
1,653
|
|
||
Interest income
|
(587
|
)
|
|
(766
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
2,913
|
|
||
Non-cash impairments of non-operating assets
|
1,480
|
|
|
—
|
|
||
Other
|
(605
|
)
|
|
(864
|
)
|
||
Total other expenses (income), net
|
13,469
|
|
|
26,161
|
|
||
Income before income taxes
|
61,531
|
|
|
20,009
|
|
||
Income tax expense
|
23,691
|
|
|
7,704
|
|
||
Net income
|
$
|
37,840
|
|
|
$
|
12,305
|
|
Basic earnings per share
|
$
|
0.27
|
|
|
$
|
0.09
|
|
Diluted earnings per share
|
$
|
0.26
|
|
|
$
|
0.09
|
|
Shares used in per share calculations:
|
|
|
|
||||
Basic
|
142,199
|
|
|
140,981
|
|
||
Diluted
|
143,955
|
|
|
143,018
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
37,840
|
|
|
$
|
12,305
|
|
Accumulated losses on derivatives reclassified to derivative interest expense
|
1,848
|
|
|
1,314
|
|
||
Other comprehensive income before income taxes
|
1,848
|
|
|
1,314
|
|
||
Income tax effect of items within other comprehensive income
|
(711
|
)
|
|
(506
|
)
|
||
Other comprehensive income, net of income taxes
|
1,137
|
|
|
808
|
|
||
Total comprehensive income
|
$
|
38,977
|
|
|
$
|
13,113
|
|
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Noncontrolling Interest
|
|
Total
Stockholders’ Equity
|
||||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|
|||||||||||||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||||||||||||||||
Balances, December 31, 2014
|
|
91,103,643
|
|
|
$
|
911
|
|
|
50,991,938
|
|
|
$
|
510
|
|
|
$
|
781,124
|
|
|
$
|
(310,017
|
)
|
|
$
|
(2,336
|
)
|
|
$
|
102
|
|
|
$
|
470,294
|
|
Common stock issued under stock plans
|
|
252,453
|
|
|
3
|
|
|
|
|
|
|
2,389
|
|
|
|
|
|
|
|
|
2,392
|
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
1,483
|
|
|
|
|
|
|
|
|
1,483
|
|
||||||||||||||
Excess tax benefits from exercise of stock options
|
|
|
|
|
|
|
|
|
|
1,172
|
|
|
|
|
|
|
|
|
1,172
|
|
||||||||||||||
Shares issued under employee stock purchase plan
|
|
10,530
|
|
|
—
|
|
|
|
|
|
|
287
|
|
|
|
|
|
|
|
|
287
|
|
||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
37,840
|
|
|
|
|
|
|
37,840
|
|
||||||||||||||
Other comprehensive income, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,137
|
|
|
|
|
1,137
|
|
||||||||||||||
Balances, March 31, 2015
|
|
91,366,626
|
|
|
$
|
914
|
|
|
50,991,938
|
|
|
$
|
510
|
|
|
$
|
786,455
|
|
|
$
|
(272,177
|
)
|
|
$
|
(1,199
|
)
|
|
$
|
102
|
|
|
$
|
514,605
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
37,840
|
|
|
$
|
12,305
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property, equipment and intangibles
|
61,131
|
|
|
60,379
|
|
||
Amortization of debt issuance costs, original issue discount, and losses on terminated swaps
|
2,606
|
|
|
2,515
|
|
||
Gain on disposal of property and equipment less write-off of totaled tractors
|
(3,698
|
)
|
|
(2,958
|
)
|
||
Impairments
|
1,480
|
|
|
—
|
|
||
Deferred income taxes
|
(6,346
|
)
|
|
(7,942
|
)
|
||
Provision for losses on accounts receivable
|
1,913
|
|
|
792
|
|
||
Non-cash loss on debt extinguishment and write-offs of deferred financing costs and original issue discount
|
—
|
|
|
2,913
|
|
||
Non-cash equity compensation
|
1,483
|
|
|
1,061
|
|
||
Excess tax benefits from stock-based compensation
|
(1,172
|
)
|
|
(1,078
|
)
|
||
Income effect of mark-to-market adjustment of interest rate swaps
|
(119
|
)
|
|
(32
|
)
|
||
Increase (decrease) in cash resulting from changes in:
|
|
|
|
||||
Accounts receivable
|
24,329
|
|
|
(37,064
|
)
|
||
Inventories and supplies
|
918
|
|
|
653
|
|
||
Prepaid expenses and other current assets
|
16,789
|
|
|
18,446
|
|
||
Other assets
|
1,450
|
|
|
2,871
|
|
||
Accounts payable, accrued and other liabilities
|
(10,447
|
)
|
|
23,296
|
|
||
Net cash provided by operating activities
|
128,157
|
|
|
76,157
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
(Increase) decrease in restricted cash
|
(16,071
|
)
|
|
3,821
|
|
||
Proceeds from maturities of investments
|
14,190
|
|
|
9,500
|
|
||
Purchases of investments
|
(8,016
|
)
|
|
(9,664
|
)
|
||
Proceeds from sale of property and equipment
|
13,370
|
|
|
28,428
|
|
||
Capital expenditures
|
(62,006
|
)
|
|
(60,058
|
)
|
||
Payments received on notes receivable
|
2,065
|
|
|
1,553
|
|
||
Expenditures on assets held for sale
|
(2,313
|
)
|
|
(1,521
|
)
|
||
Payments received on assets held for sale
|
1,815
|
|
|
2,269
|
|
||
Payments received on equipment sale receivables
|
352
|
|
|
469
|
|
||
Net cash used in investing activities
|
(56,614
|
)
|
|
(25,203
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of long-term debt and capital leases
|
(19,294
|
)
|
|
(46,526
|
)
|
||
Proceeds from long-term debt
|
4,504
|
|
|
—
|
|
||
Net repayments on revolving line of credit
|
(57,000
|
)
|
|
(17,000
|
)
|
||
Borrowings under accounts receivable securitization
|
10,000
|
|
|
—
|
|
||
Repayment of accounts receivable securitization
|
(50,000
|
)
|
|
(5,000
|
)
|
||
Proceeds from common stock issued
|
2,679
|
|
|
3,414
|
|
||
Excess tax benefits from stock-based compensation
|
1,172
|
|
|
1,078
|
|
||
Net cash used in financing activities
|
(107,939
|
)
|
|
(64,034
|
)
|
||
Net decrease in cash and cash equivalents
|
(36,396
|
)
|
|
(13,080
|
)
|
||
Cash and cash equivalents at beginning of period
|
105,132
|
|
|
59,178
|
|
||
Cash and cash equivalents at end of period
|
$
|
68,736
|
|
|
$
|
46,098
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
13,912
|
|
|
$
|
11,854
|
|
Income taxes
|
1,507
|
|
|
3,463
|
|
||
Non-cash investing activities:
|
|
|
|
||||
Equipment purchase accrual
|
$
|
59,814
|
|
|
$
|
59,867
|
|
Notes receivable from sale of assets
|
1,298
|
|
|
2,762
|
|
||
Equipment sales receivables
|
753
|
|
|
7,376
|
|
||
Non-cash financing activities:
|
|
|
|
||||
Capital lease additions
|
$
|
9,988
|
|
|
$
|
—
|
|
|
|
|
|
March 31, 2015
|
||||||||||||||
|
|
|
Gross Unrealized
|
|
|
||||||||||
|
Cost or Amortized
Cost
|
|
Gains
|
|
Temporary
Losses
|
|
Estimated Fair Value
|
||||||||
United States corporate securities
|
$
|
16,861
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
16,864
|
|
Negotiable certificates of deposit
|
1,425
|
|
|
1
|
|
|
—
|
|
|
1,426
|
|
||||
Total restricted investments
|
$
|
18,286
|
|
|
$
|
7
|
|
|
$
|
(3
|
)
|
|
$
|
18,290
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2014
|
||||||||||||||
|
|
|
Gross Unrealized
|
|
|
||||||||||
|
Cost or Amortized Cost
|
|
Gains
|
|
Temporary Losses
|
|
Estimated Fair Value
|
||||||||
United States corporate securities
|
$
|
20,892
|
|
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
20,884
|
|
Foreign corporate securities
|
1,503
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
||||
Negotiable certificates of deposit
|
2,115
|
|
|
—
|
|
|
—
|
|
|
2,115
|
|
||||
Total restricted investments
|
$
|
24,510
|
|
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
24,502
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Customer Relationships:
|
|
|
|
||||
Gross carrying value
|
$
|
275,324
|
|
|
$
|
275,324
|
|
Accumulated amortization
|
(160,632
|
)
|
|
(156,428
|
)
|
||
Trade Name:
|
|
|
|
||||
Gross carrying value
|
181,037
|
|
|
181,037
|
|
||
Intangible assets, net
|
$
|
295,729
|
|
|
$
|
299,933
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Amortization of intangible assets related to 2007 going private transaction
|
$
|
3,912
|
|
|
$
|
3,912
|
|
Amortization related to intangible assets existing prior to the 2007 going private transaction
|
292
|
|
|
292
|
|
||
Amortization of intangibles
|
$
|
4,204
|
|
|
$
|
4,204
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
2014 Agreement: Term loan A, due June 2019
|
$
|
494,375
|
|
|
$
|
500,000
|
|
2014 Agreement: Term Loan B, net of $885 and $920 OID as of March 31, 2015 and December 31, 2014, respectively
|
395,115
|
|
|
396,080
|
|
||
Other
|
10,133
|
|
|
6,980
|
|
||
Long-term debt
|
899,623
|
|
|
903,060
|
|
||
Less: current portion of long-term debt
|
(32,581
|
)
|
|
(31,445
|
)
|
||
Long-term debt, less current portion
|
$
|
867,042
|
|
|
$
|
871,615
|
|
Revolving line of credit
(1)
|
$
|
—
|
|
|
$
|
57,000
|
|
Long-term debt, including revolving line of credit
|
$
|
899,623
|
|
|
$
|
960,060
|
|
(1)
|
The Company had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities, of
$100.3 million
at March 31, 2015 and
$100.3 million
at December 31, 2014, under the revolving line of credit.
|
Description
|
|
Term Loan A
|
|
Term Loan B
|
|
Revolver
(2)
|
Maximum borrowing capacity
|
|
$500,000
|
|
$400,000
|
|
$450,000
|
Final maturity date
|
|
June 9, 2019
|
|
June 9, 2021
|
|
June 9, 2019
|
Interest rate base
|
|
LIBOR
|
|
LIBOR
|
|
LIBOR
|
LIBOR floor
|
|
—%
|
|
0.75%
|
|
—%
|
Interest rate minimum margin
(1)
|
|
1.50%
|
|
2.75%
|
|
1.50%
|
Interest rate maximum margin
(1)
|
|
2.25%
|
|
3.00%
|
|
2.25%
|
Minimum principal payment - amount
(3)
|
|
$5,625
|
|
$1,000
|
|
$—
|
Minimum principal payment - frequency
|
|
Quarterly
|
|
Quarterly
|
|
Once
|
Minimum principal payment - commencement date
(3)
|
|
March 31, 2015
|
|
June 30, 2014
|
|
June 30, 2019
|
(1)
|
Interest rate margins for the Term Loan A, Term Loan B and Revolver are based on the Company's consolidated leverage ratio. As of March 31, 2015, interest accrues at
1.93%
and
3.75%
on the Term Loan A and Term Loan B, respectively. As of December 31, 2014, interest accrued at
2.16%
and
3.75%
on the Term Loan A and Term Loan B, respectively. Prior to January 1, 2015, the minimum and maximum interest rate margins on the Term Loan B were both
3.00%
.
|
(2)
|
The commitment fee for the unused portion of the Revolver is also based on the Company's consolidated leverage ratio, and ranges from
0.25%
to
0.35%
. As of March 31, 2015, commitment fees on the unused portion of the Revolver accrue at
0.25%
and outstanding letter of credit fees accrue at
1.75%
. As of December 31, 2014, commitment fees on the unused portion of the Revolver accrued at
0.30%
and outstanding letter of credit fees accrued at
2.00%
.
|
(3)
|
Commencing in March 2017, the minimum quarterly principal payment amount on the Term Loan A is
$11.3 million
.
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Loss reclassified from AOCI into net income from cash flow hedges (effective portion)
|
|
$
|
1,848
|
|
|
$
|
1,314
|
|
Loss recognized in income from de-designated derivative contracts
|
|
945
|
|
|
339
|
|
||
Derivative interest expense
|
|
$
|
2,793
|
|
|
$
|
1,653
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
Reclassified to:
|
|
2015
|
|
2014
|
||||
Interest rate swaps
|
Derivative interest expense
|
|
$
|
1,848
|
|
|
$
|
1,314
|
|
Income tax (benefit) expense
|
Income tax expense
|
|
(711
|
)
|
|
(506
|
)
|
||
|
Net income
|
|
$
|
1,137
|
|
|
$
|
808
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Restricted investments
|
$
|
18,286
|
|
|
$
|
18,290
|
|
|
$
|
24,510
|
|
|
$
|
24,502
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
2014 Agreement: Term Loan A, due June 2019
|
494,375
|
|
|
494,375
|
|
|
500,000
|
|
|
500,000
|
|
||||
2014 Agreement: Term Loan B, net of $885 and $920 OID as of March 31, 2015 and December 31, 2014, respectively
|
395,115
|
|
|
395,858
|
|
|
396,080
|
|
|
390,436
|
|
||||
Securitization of accounts receivable
|
294,000
|
|
|
294,000
|
|
|
334,000
|
|
|
334,000
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Estimated Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
4,233
|
|
|
$
|
—
|
|
|
$
|
4,233
|
|
|
$
|
—
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
6,109
|
|
|
$
|
—
|
|
|
$
|
6,109
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
Estimated Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
|
Total Gains (Losses)
|
||||||
As of March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Note receivable
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(1,480
|
)
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||
Other assets
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(2,308
|
)
|
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Basic weighted average common shares outstanding
|
142,199
|
|
|
140,981
|
|
Dilutive effect of stock options
|
1,756
|
|
|
2,037
|
|
Diluted weighted average common shares outstanding
|
143,955
|
|
|
143,018
|
|
|
|
|
Operating Revenue
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Truckload
|
$
|
538,341
|
|
|
$
|
553,057
|
|
Dedicated
|
217,775
|
|
|
193,653
|
|
||
Central Refrigerated
|
95,568
|
|
|
106,763
|
|
||
Intermodal
|
90,354
|
|
|
91,313
|
|
||
Subtotal
|
942,038
|
|
|
944,786
|
|
||
Non-reportable segment
|
91,622
|
|
|
75,666
|
|
||
Intersegment eliminations
|
(18,516
|
)
|
|
(12,006
|
)
|
||
Consolidated operating revenue
|
$
|
1,015,144
|
|
|
$
|
1,008,446
|
|
|
Operating Income (Loss)
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Truckload
|
$
|
56,854
|
|
|
$
|
31,907
|
|
Dedicated
|
14,345
|
|
|
11,530
|
|
||
Central Refrigerated
|
4,799
|
|
|
2,420
|
|
||
Intermodal
|
(1,243
|
)
|
|
(926
|
)
|
||
Subtotal
|
74,755
|
|
|
44,931
|
|
||
Non-reportable segment
|
245
|
|
|
1,239
|
|
||
Consolidated operating income
|
$
|
75,000
|
|
|
$
|
46,170
|
|
|
Depreciation and Amortization Expense
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Truckload
|
$
|
28,610
|
|
|
$
|
30,245
|
|
Dedicated
|
14,273
|
|
|
12,405
|
|
||
Central Refrigerated
|
3,294
|
|
|
3,106
|
|
||
Intermodal
|
3,252
|
|
|
2,368
|
|
||
Subtotal
|
49,429
|
|
|
48,124
|
|
||
Non-reportable segment
|
7,498
|
|
|
8,051
|
|
||
Consolidated depreciation and amortization expense
|
$
|
56,927
|
|
|
$
|
56,175
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(UNAUDITED)
|
|
•
|
trends, management's beliefs, and expectations relating to our operations, Revenue xFSR, expenses, other revenue, pricing, our effective tax rate, profitability and related metrics;
|
•
|
impact and planned timing of adopting recently issued accounting pronouncements on future periods;
|
•
|
our expectation of increasing driver wages and hiring expenses;
|
•
|
the outcome of pending claims, litigation and actions in respect thereof;
|
•
|
our intentions concerning the potential use of derivative financial instruments to hedge fuel price increases;
|
•
|
the timing and amount of future acquisitions of revenue equipment and other capital expenditures, as well as the use and availability of cash, cash flows from operations, leases and debt to finance such acquisitions;
|
•
|
the potential impact of inflation, seasonality and severe weather conditions on our results of operations;
|
•
|
the impact in 2015 of the discontinuation of a large dedicated account within the Central Refrigerated segment; and
|
•
|
our ability to finance our cash needs from operations for the next twelve months.
|
•
|
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.
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands, except per share data)
|
||||||
Operating revenue
|
$
|
1,015,144
|
|
|
$
|
1,008,446
|
|
Revenue xFSR
|
$
|
894,864
|
|
|
$
|
816,999
|
|
Net income
|
$
|
37,840
|
|
|
$
|
12,305
|
|
Diluted earnings per common share
|
$
|
0.26
|
|
|
$
|
0.09
|
|
Operating Ratio
|
92.6
|
%
|
|
95.4
|
%
|
||
Non-GAAP financial data:
|
|
|
|
||||
Adjusted Operating Ratio
(1)
|
91.2
|
%
|
|
93.9
|
%
|
||
Adjusted EBITDA
(1)
|
$
|
138,219
|
|
|
$
|
108,474
|
|
Adjusted EPS
(1)
|
$
|
0.29
|
|
|
$
|
0.12
|
|
(1)
|
Adjusted EBITDA, Adjusted Operating Ratio and Adjusted EPS are non-GAAP financial measures. These non-GAAP financial measures should not be considered alternatives, or superior, to GAAP financial measures. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. Adjusted EBITDA, Adjusted Operating Ratio and Adjusted EPS are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below.
|
•
|
$12.8 million decrease in interest expense, driven by the call of the Senior Notes in November 2014, lower debt balances and more favorable interest rates and terms from the replacement of the 2013 Agreement with the 2014 Agreement.
|
•
|
$1.5 million pre-tax impairment of a non-operating note receivable, during the three months ended March 31, 2015. The note was due to the Company from an independent fleet contractor, transporting freight on behalf of Swift.
|
•
|
$2.9 million in loss on debt extinguishment resulting from the repurchase of our Senior Notes during the three months ended March 31, 2014.
|
|
(i)
|
depreciation and amortization,
|
(ii)
|
interest and derivative interest expense, including fees and charges associated with indebtedness, net of interest income,
|
(iii)
|
income taxes,
|
(iv)
|
non-cash equity compensation expense,
|
(v)
|
non-cash impairments,
|
(vi)
|
other special non-cash items, and
|
(vii)
|
excludable transaction costs.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
37,840
|
|
|
$
|
12,305
|
|
Adjusted for:
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
56,927
|
|
|
56,175
|
|
||
Amortization of intangibles
|
4,204
|
|
|
4,204
|
|
||
Interest expense
|
10,388
|
|
|
23,225
|
|
||
Derivative interest expense
|
2,793
|
|
|
1,653
|
|
||
Interest income
|
(587
|
)
|
|
(766
|
)
|
||
Income tax expense
|
23,691
|
|
|
7,704
|
|
||
EBITDA
|
135,256
|
|
|
104,500
|
|
||
Non-cash equity compensation
(2)
|
1,483
|
|
|
1,061
|
|
||
Loss on debt extinguishment
(3)
|
—
|
|
|
2,913
|
|
||
Non-cash impairments of non-operating assets
(4)
|
1,480
|
|
|
—
|
|
||
Adjusted EBITDA
(1)
|
$
|
138,219
|
|
|
$
|
108,474
|
|
(1)
|
Our method of computing Adjusted EBITDA is consistent with that used in our debt covenants, specifically our leverage ratio, and is also routinely reviewed by management for that purpose.
|
(2)
|
Non-cash equity compensation expense is presented on a pre-tax basis. In accordance with the terms of the 2014 Agreement, this expense is added back in the calculation of Adjusted EBITDA for covenant compliance purposes.
|
(3)
|
Refer to the "Loss on Debt Extinguishment" discussion under "Results of Operations — Consolidated Operating and Other Expenses," below.
|
(4)
|
Refer to "Non-cash Impairments of Non-operating Assets" discussion under "Results of Operations - Consolidated Operating and Other Expenses," below.
|
(i)
|
fuel surcharge revenue,
|
(ii)
|
amortization of the intangibles from our 2007 going-private transaction,
|
(iii)
|
non-cash operating impairment charges,
|
(iv)
|
other special non-cash items, and
|
(v)
|
excludable transaction costs.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating revenue
|
$
|
1,015,144
|
|
|
$
|
1,008,446
|
|
Less: Fuel surcharge revenue
|
120,280
|
|
|
191,447
|
|
||
Revenue xFSR
|
894,864
|
|
|
816,999
|
|
||
|
|
|
|
||||
Operating expense
|
940,144
|
|
|
962,276
|
|
||
Adjusted for:
|
|
|
|
||||
Fuel surcharge revenue
|
(120,280
|
)
|
|
(191,447
|
)
|
||
Amortization of certain intangibles
(1)
|
(3,912
|
)
|
|
(3,912
|
)
|
||
Adjusted operating expense
|
815,952
|
|
|
766,917
|
|
||
Adjusted operating income
|
$
|
78,912
|
|
|
$
|
50,082
|
|
Operating Ratio
|
92.6
|
%
|
|
95.4
|
%
|
||
Adjusted Operating Ratio
|
91.2
|
%
|
|
93.9
|
%
|
(1)
|
"Amortization of certain intangibles" specifically reflects the non-cash amortization expense relating to certain intangible assets identified in the 2007 Transactions through which Swift Corporation acquired Swift Transportation Co.
|
(i)
|
amortization of the intangibles from the 2007 Transactions,
|
(ii)
|
non-cash impairments,
|
(iii)
|
other special non-cash items,
|
(iv)
|
excludable transaction costs,
|
(v)
|
mark-to-market adjustments on our interest rate swaps, recognized in the income statement, and
|
(vi)
|
amortization of previous losses recorded in AOCI related to the interest rate swaps we terminated upon our IPO and refinancing transactions in December 2010.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Diluted earnings per share
|
$
|
0.26
|
|
|
$
|
0.09
|
|
Adjusted for:
|
|
|
|
||||
Income tax expense
|
0.16
|
|
|
0.05
|
|
||
Income before income taxes
|
0.43
|
|
|
0.14
|
|
||
Non-cash impairments of non-operating assets
(2)
|
0.01
|
|
|
—
|
|
||
Loss on debt extinguishment
(3)
|
—
|
|
|
0.02
|
|
||
Amortization of certain intangibles
(4)
|
0.03
|
|
|
0.03
|
|
||
Adjusted income before income taxes
|
0.46
|
|
|
0.19
|
|
||
Provision for income tax expense at effective rate
|
0.18
|
|
|
0.07
|
|
||
Adjusted EPS
(1)
|
$
|
0.29
|
|
|
$
|
0.12
|
|
(1)
|
In calculating diluted shares outstanding for the purposes of Adjusted EPS, the dilutive effect of outstanding stock options is only included for the period following our IPO when a market price was available to assess the dilutive effect of such options.
|
(2)
|
Refer to footnote (4) to the Adjusted EBITDA reconciliation for a description of "Non-cash impairments of non-operating assets."
|
(3)
|
Refer to the "Loss on Debt Extinguishment" discussion under "Results of Operations — Consolidated Operating and Other Expenses," below.
|
(4)
|
Refer to footnote (1) to the Adjusted Operating Ratio reconciliation for a description of items in "Amortization of certain intangibles."
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Operating revenue:
|
|
|
|
||||
Truckload
|
$
|
538,341
|
|
|
$
|
553,057
|
|
Dedicated
|
217,775
|
|
|
193,653
|
|
||
Central Refrigerated
|
95,568
|
|
|
106,763
|
|
||
Intermodal
|
90,354
|
|
|
91,313
|
|
||
Subtotal
|
942,038
|
|
|
944,786
|
|
||
Non-reportable segment
|
91,622
|
|
|
75,666
|
|
||
Intersegment eliminations
|
(18,516
|
)
|
|
(12,006
|
)
|
||
Operating revenue
|
$
|
1,015,144
|
|
|
$
|
1,008,446
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Operating income (loss):
|
|
|
|
||||
Truckload
|
$
|
56,854
|
|
|
$
|
31,907
|
|
Dedicated
|
14,345
|
|
|
11,530
|
|
||
Central Refrigerated
|
4,799
|
|
|
2,420
|
|
||
Intermodal
|
(1,243
|
)
|
|
(926
|
)
|
||
Subtotal
|
74,755
|
|
|
44,931
|
|
||
Non-reportable segment
|
245
|
|
|
1,239
|
|
||
Operating income
|
$
|
75,000
|
|
|
$
|
46,170
|
|
•
|
loaded miles (miles driven when hauling freight);
|
•
|
fleet size (because available loads are spread over available tractors);
|
•
|
rates received for our services; and
|
•
|
network balance (number of loads accepted, compared to available trucks, by market).
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars and miles in thousands, except per tractor amounts)
|
||||||
Operating revenue
|
$
|
538,341
|
|
|
$
|
553,057
|
|
Operating income
|
$
|
56,854
|
|
|
$
|
31,907
|
|
Operating Ratio
|
89.4
|
%
|
|
94.2
|
%
|
||
Adjusted Operating Ratio
|
87.9
|
%
|
|
92.8
|
%
|
||
Weekly Revenue xFSR per tractor
|
$
|
3,461
|
|
|
$
|
3,225
|
|
Total loaded miles
|
254,926
|
|
|
254,426
|
|
||
Deadhead miles percentage
|
11.8
|
%
|
|
11.7
|
%
|
||
Average operational truck count:
|
|
|
|
||||
Company
|
7,334
|
|
|
7,151
|
|
||
Owner-Operator
|
3,201
|
|
|
3,484
|
|
||
Total
|
10,535
|
|
|
10,635
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating revenue
|
$
|
538,341
|
|
|
$
|
553,057
|
|
Less: Fuel surcharge revenue
|
69,561
|
|
|
111,648
|
|
||
Revenue xFSR
|
468,780
|
|
|
441,409
|
|
||
|
|
|
|
||||
Operating expense
|
481,487
|
|
|
521,150
|
|
||
Adjusted for: Fuel surcharge revenue
|
(69,561
|
)
|
|
(111,648
|
)
|
||
Adjusted operating expense
|
411,926
|
|
|
409,502
|
|
||
Adjusted operating income
|
$
|
56,854
|
|
|
$
|
31,907
|
|
Adjusted Operating Ratio
|
87.9
|
%
|
|
92.8
|
%
|
•
|
a 6.0% increase in Revenue xFSR per loaded mile, primarily driven by contractual rate increases and freight mix,
|
•
|
a 1.1% increase in loaded miles per tractor per week, and
|
•
|
a (0.9%) decrease in average operational truck count.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands, except per tractor amounts)
|
||||||
Operating revenue
|
$
|
217,775
|
|
|
$
|
193,653
|
|
Operating income
|
$
|
14,345
|
|
|
$
|
11,530
|
|
Operating Ratio
|
93.4
|
%
|
|
94.0
|
%
|
||
Adjusted Operating Ratio
|
92.7
|
%
|
|
92.7
|
%
|
||
Weekly Revenue xFSR per tractor
|
$
|
3,204
|
|
|
$
|
3,173
|
|
Average operational truck count:
|
|
|
|
||||
Company
|
3,882
|
|
|
3,161
|
|
||
Owner-Operator
|
879
|
|
|
691
|
|
||
Total
|
4,761
|
|
|
3,852
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating revenue
|
$
|
217,775
|
|
|
$
|
193,653
|
|
Less: Fuel surcharge revenue
|
21,642
|
|
|
36,534
|
|
||
Revenue xFSR
|
196,133
|
|
|
157,119
|
|
||
|
|
|
|
||||
Operating expense
|
203,430
|
|
|
182,123
|
|
||
Adjusted for: Fuel surcharge revenue
|
(21,642
|
)
|
|
(36,534
|
)
|
||
Adjusted operating expense
|
181,788
|
|
|
145,589
|
|
||
Adjusted operating income
|
$
|
14,345
|
|
|
$
|
11,530
|
|
Adjusted Operating Ratio
|
92.7
|
%
|
|
92.7
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars and miles in thousands, except per tractor amounts)
|
||||||
Operating revenue
|
$
|
95,568
|
|
|
$
|
106,763
|
|
Operating income
|
$
|
4,799
|
|
|
$
|
2,420
|
|
Operating Ratio
|
95.0
|
%
|
|
97.7
|
%
|
||
Adjusted Operating Ratio
|
94.1
|
%
|
|
97.1
|
%
|
||
Weekly Revenue xFSR per tractor
|
$
|
3,405
|
|
|
$
|
3,235
|
|
Total loaded miles
|
41,880
|
|
|
42,757
|
|
||
Deadhead miles percentage
|
14.0
|
%
|
|
14.0
|
%
|
||
Average operational truck count:
|
|
|
|
||||
Company
|
1,263
|
|
|
1,057
|
|
||
Owner-Operator
|
589
|
|
|
955
|
|
||
Total
|
1,852
|
|
|
2,012
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating revenue
|
$
|
95,568
|
|
|
$
|
106,763
|
|
Less: Fuel surcharge revenue
|
14,468
|
|
|
23,177
|
|
||
Revenue xFSR
|
81,100
|
|
|
83,586
|
|
||
|
|
|
|
||||
Operating expense
|
90,769
|
|
|
104,343
|
|
||
Adjusted for: Fuel surcharge revenue
|
(14,468
|
)
|
|
(23,177
|
)
|
||
Adjusted operating expense
|
76,301
|
|
|
81,166
|
|
||
Adjusted operating income
|
$
|
4,799
|
|
|
$
|
2,420
|
|
Adjusted Operating Ratio
|
94.1
|
%
|
|
97.1
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating revenue
|
$
|
90,354
|
|
|
$
|
91,313
|
|
Operating loss
|
$
|
(1,243
|
)
|
|
$
|
(926
|
)
|
Operating Ratio
|
101.4
|
%
|
|
101.0
|
%
|
||
Adjusted Operating Ratio
|
101.6
|
%
|
|
101.3
|
%
|
||
Average operational truck count:
|
|
|
|
||||
Company
|
481
|
|
|
378
|
|
||
Owner-Operator
|
87
|
|
|
73
|
|
||
Total
|
568
|
|
|
451
|
|
||
Load count
|
41,940
|
|
|
38,603
|
|
||
Average container count
|
9,150
|
|
|
8,717
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating revenue
|
$
|
90,354
|
|
|
$
|
91,313
|
|
Less: Fuel surcharge revenue
|
13,090
|
|
|
18,364
|
|
||
Revenue xFSR
|
77,264
|
|
|
72,949
|
|
||
|
|
|
|
||||
Operating expense
|
91,597
|
|
|
92,239
|
|
||
Adjusted for: Fuel surcharge revenue
|
(13,090
|
)
|
|
(18,364
|
)
|
||
Adjusted operating expense
|
78,507
|
|
|
73,875
|
|
||
Adjusted operating loss
|
$
|
(1,243
|
)
|
|
$
|
(926
|
)
|
Adjusted Operating Ratio
|
101.6
|
%
|
|
101.3
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Salaries, wages and employee benefits
|
$
|
261,654
|
|
|
$
|
229,366
|
|
% of Revenue xFSR
|
29.2
|
%
|
|
28.1
|
%
|
||
% of Operating revenue
|
25.8
|
%
|
|
22.7
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Operating supplies and expenses
|
$
|
94,204
|
|
|
$
|
80,825
|
|
% of Revenue xFSR
|
10.5
|
%
|
|
9.9
|
%
|
||
% of Operating revenue
|
9.3
|
%
|
|
8.0
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Fuel expense
|
$
|
106,907
|
|
|
$
|
156,022
|
|
% of Operating revenue
|
10.5
|
%
|
|
15.5
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Purchased transportation expense
|
$
|
288,811
|
|
|
$
|
319,169
|
|
% of Operating revenue
|
28.5
|
%
|
|
31.6
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Insurance and claims
|
$
|
44,307
|
|
|
$
|
42,448
|
|
% of Revenue xFSR
|
5.0
|
%
|
|
5.2
|
%
|
||
% of Operating revenue
|
4.4
|
%
|
|
4.2
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in thousands)
|
||||||
Rental expense
|
$
|
61,975
|
|
|
$
|
51,719
|
|
Depreciation and amortization of property and equipment
|
56,927
|
|
|
56,175
|
|
||
Rental expense and depreciation and amortization of property and equipment
|
$
|
118,902
|
|
|
$
|
107,894
|
|
% of Revenue xFSR
|
13.3
|
%
|
|
13.2
|
%
|
||
% of Operating revenue
|
11.7
|
%
|
|
10.7
|
%
|
|
As of
|
|||||||
|
March 31,
2015 |
|
December 31,
2014 |
|
March 31,
2014 |
|||
Tractors:
|
|
|
|
|
|
|||
Company:
|
|
|
|
|
|
|||
Owned
|
6,476
|
|
|
6,083
|
|
|
6,464
|
|
Leased — capital leases
|
1,655
|
|
|
1,700
|
|
|
1,791
|
|
Leased — operating leases
|
6,549
|
|
|
6,099
|
|
|
5,017
|
|
Total company tractors
|
14,680
|
|
|
13,882
|
|
|
13,272
|
|
Owner-operator:
|
|
|
|
|
|
|||
Financed through the Company
|
3,836
|
|
|
4,204
|
|
|
4,526
|
|
Other
|
1,019
|
|
|
750
|
|
|
572
|
|
Total owner-operator tractors
|
4,855
|
|
|
4,954
|
|
|
5,098
|
|
Total tractors
|
19,535
|
|
|
18,836
|
|
|
18,370
|
|
Trailers
|
61,780
|
|
|
61,652
|
|
|
58,074
|
|
Containers
|
9,150
|
|
|
9,150
|
|
|
8,717
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Gain on disposal of property and equipment
|
$
|
3,932
|
|
|
$
|
3,159
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Interest expense
|
$
|
10,388
|
|
|
$
|
23,225
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Derivative interest expense
|
$
|
2,793
|
|
|
$
|
1,653
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Loss on debt extinguishment
|
$
|
—
|
|
|
$
|
2,913
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Non-cash impairments of non-operating assets
|
$
|
1,480
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Income tax expense
|
$
|
23,691
|
|
|
$
|
7,704
|
|
|
Source
|
|
Amount
|
||
Cash and cash equivalents, excluding restricted cash
|
|
$
|
68,736
|
|
Availability under revolving line of credit due June 2019
(1)
|
|
349,703
|
|
|
Availability under 2013 RSA
(2)
|
|
40,400
|
|
|
Total unrestricted liquidity
|
|
$
|
458,839
|
|
Restricted cash
(3)
|
|
61,692
|
|
|
Restricted investments, held to maturity, amortized cost
(3)
|
|
18,286
|
|
|
Total liquidity, including restricted cash and restricted investments
|
|
$
|
538,817
|
|
(1)
|
As of
March 31, 2015
, we had no borrowings and
$100.3 million
in letters of credit, primarily related to workers' compensation and self-insurance liabilities, under our $450.0 million revolving credit facility, leaving
$349.7 million
available.
|
(2)
|
Based on eligible receivables at
March 31, 2015
, our borrowing base for the 2013 RSA was
$334.4 million
, while outstanding borrowings were
$294.0 million
.
|
(3)
|
Restricted cash and restricted short-term investments are primarily held by our captive insurance companies for claims payments.
|
•
|
$494.4 million: Term Loan A, due June 2019
|
•
|
$395.1 million: Term Loan B, due June 2021, net of $0.9 million OID
|
•
|
$294.0 million: 2013 RSA outstanding borrowings
|
•
|
$199.7 million: Capital lease obligations
|
•
|
$ 10.1 million: Other
|
•
|
$500.0 million: Term Loan A, due June 2019
|
•
|
$396.1 million: Term Loan B, due June 2021, net of $0.9 million OID
|
•
|
$334.0 million: 2013 RSA outstanding borrowings
|
•
|
$201.0 million: Capital lease obligations
|
•
|
$ 57.0 million: Revolver
|
•
|
$ 7.0 million: Other
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2015 vs 2014
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
128,157
|
|
|
$
|
76,157
|
|
|
$
|
52,000
|
|
Net cash used in investing activities
|
(56,614
|
)
|
|
(25,203
|
)
|
|
(31,411
|
)
|
|||
Net cash used in financing activities
|
(107,939
|
)
|
|
(64,034
|
)
|
|
(43,905
|
)
|
(1)
|
$61.4 million increase in cash flows related to changes within accounts receivable. This increase in net cash provided by changes in accounts receivable was primarily related to the timing of collections during the three months ended March 31, 2015, as compared to the same period in 2014.
|
(2)
|
$28.8 million increase in operating income, driven by the factors discussed in "Results of Operations — Segment Review" and "Results of Operations — Consolidated Operating and Other Expenses," above.
|
(3)
|
$33.8 million decrease in cash flows related to changes within accounts payable, accrued and other liabilities. This decrease in cash flows was primarily related to the timing of payments to vendors, claims payments and payments to owner-operators during the three months ended March 31, 2015, as compared to the same period in 2014.
|
(4)
|
The remaining $4.4 million decrease is related to various factors that had an immaterial impact on net cash provided by operating activities, individually and in aggregate.
|
(1)
|
$6.3 million decrease in net cash used for investing in held-to-maturity securities. Proceeds from maturities of restricted investments increased by $4.7 million and purchases of investments decreased by $1.6 million for the three months ended March 31, 2015, as compared to the same period in 2014.
|
(2)
|
$19.9 million increase in cash flows used in investing activities related to the change in restricted cash balances. During the three months ended March 31, 2015, restricted cash increased by $16.1 million, primarily due to premiums paid to our captive insurance companies. During the three months ended March 31, 2014, the restricted cash balance decreased by $3.8 million.
|
(3)
|
$15.1 million decrease in proceeds from sale of property and equipment.
|
(4)
|
The remaining $2.8 million unfavorable variance is related to various factors that had an immaterial impact on net cash used in investing activities, individually and in aggregate.
|
(1)
|
$27.2 million decrease in net cash used for repayments of long-term debt and capital lease obligations. During the three months ended March 31, 2015, the Company repaid $19.3 million in long-term debt and capital lease obligations, including $8.0 million in repayments that were primarily related to its Term Loan A and Term Loan B. During the three months ended March 31, 2014, the Company repaid $46.5 million in long-term debt and capital lease obligations, including a $23.8 million repurchase of its Senior Notes, $10.1 million repayment of its Term Loan B-1 of the 2013 Agreement, and $2.4 million in repayments of other debt balances.
|
(2)
|
The remaining $3.9 million favorable variance is related to $4.5 million in proceeds received from long-term debt, partially offset by other factors that had an immaterial impact on net cash used in financing activities, individually and in aggregate.
|
(3)
|
$40.0 million increase in net repayments on the revolving credit facility. During the three months ended March 31, 2015, the Company repaid $57.0 million on the revolving credit facility, as compared to the three months ended March 31, 2014, when the Company repaid $17.0 million on the revolving credit facility.
|
(4)
|
$35.0 million increase in net repayments on the 2013 RSA. During the three months ended March 31, 2015, the Company repaid $50.0 million on the 2013 RSA, which was partially offset by $10.0 million in proceeds from advances. During the three months ended March 31, 2014, the Company repaid $5.0 million on the 2013 RSA.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Gross value of revenue equipment acquired with:
|
|
|
|
||||
Capital leases
|
$
|
9,988
|
|
|
$
|
—
|
|
Operating leases
|
38,661
|
|
|
85,808
|
|
||
Originating value of terminated revenue equipment leases:
|
|
|
|
||||
Capital leases
|
$
|
—
|
|
|
$
|
30,558
|
|
Operating leases
|
7,979
|
|
|
46,160
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II — OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit Number
|
|
Description
|
|
Page or Method of Filing
|
|
|
|
||
3.1
|
|
Amended and Restated Certificate of Incorporation of Swift Transportation Company
|
|
Incorporated by reference to Exhibit 3.1 of Form 10-K for the year ended December 31, 2010
|
|
|
|
||
3.2
|
|
Bylaws of Swift Transportation Company
|
|
Incorporated by reference to Exhibit 3.2 of Form 10-K for the year ended December 31, 2010
|
|
|
|
|
|
10.1
|
|
Second Amendment to Amended and Restated Receivables Purchase Agreement
|
|
Filed herewith
|
|
|
|
||
31.1
|
|
Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
||
31.2
|
|
Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
||
32.1
|
|
Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished herewith
|
|
|
|
||
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
SWIFT TRANSPORTATION COMPANY
|
|
|
|
|
|
|
|
|
Date:
|
May 6, 2015
|
|
/s/ Jerry Moyes
|
|
|
|
|
|
Jerry Moyes
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
May 6, 2015
|
|
/s/ Virginia Henkels
|
|
|
|
|
|
Virginia Henkels
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
By:
|
/s/ Virginia Henkels
|
Name:
|
Virginia Henkels
|
Title:
|
CFO, Treasurer
|
By:
|
/s/ Virginia Henkels
|
Name:
|
Virginia Henkels
|
Title:
|
CFO, Treasurer
|
By:
|
/s/ Robyn A. Reeher
|
Name:
|
Robyn A. Reeher
|
Title:
|
Vice President
|
By:
|
/s/ Robyn A. Reeher
|
Name:
|
Robyn A. Reeher
|
Title:
|
Vice President
|
By:
|
/s/ Robyn A. Reeher
|
Name:
|
Robyn A. Reeher
|
Title:
|
Vice President
|
By:
|
/s/ Robyn A. Reeher
|
Name:
|
Robyn A. Reeher
|
Title:
|
Vice President
|
By:
|
/s/ Elizabeth R. Wagner
|
Name:
|
Elizabeth R. Wagner
|
Title:
|
Vice President
|
By:
|
/s/ Elizabeth R. Wagner
|
Name:
|
Elizabeth R. Wagner
|
Title:
|
Vice President
|
By:
|
/s/ Elizabeth R. Wagner
|
Name:
|
Elizabeth R. Wagner
|
Title:
|
Vice President
|
By:
|
/s/ Steffen Lunde
|
Name:
|
Steffen Lunde
|
Title:
|
Vice President
|
By:
|
/s/ Steffen Lunde
|
Name:
|
Steffen Lunde
|
Title:
|
Vice President
|
By:
|
/s/ Steffen Lunde
|
Name:
|
Steffen Lunde
|
Title:
|
Vice President
|
By:
|
/s/ Steffen Lunde
|
Name:
|
Steffen Lunde
|
Title:
|
Vice President
|
By:
|
/s/ Steffen Lunde
|
Name:
|
Steffen Lunde
|
Title:
|
Vice President
|
By:
|
/s/ Steffen Lunde
|
Name:
|
Steffen Lunde
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
Date:
|
May 6, 2015
|
|
/s/ Jerry Moyes
|
|
|
|
|
|
Jerry Moyes
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
Date:
|
May 6, 2015
|
|
/s/ Virginia Henkels
|
|
|
|
|
|
Virginia Henkels
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
SWIFT TRANSPORTATION COMPANY,
|
|
||
|
|
|
|
|
|
||
|
|
|
|
a Delaware corporation
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
May 6, 2015
|
|
By:
|
|
/s/ Jerry Moyes
|
|
|
|
|
|
|
|
Jerry Moyes
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Date:
|
May 6, 2015
|
|
By:
|
|
/s/ Virginia Henkels
|
|
|
|
|
|
|
|
Virginia Henkels
|
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|