Guarantor Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2011

Guarantor Condensed Consolidating Financial Statements [Abstract]

Guarantor Condensed Consolidating Financial Statements

Note 15. Guarantor Condensed Consolidating Financial Statements

The payment of principal and interest on the Company’s senior second priority secured notes are guaranteed by the Company’s wholly-owned subsidiaries (the “Guarantor Subsidiaries”) other than its driver academy subsidiary, its captive insurance subsidiaries, its special-purpose receivables securitization subsidiary, and its foreign subsidiaries (the “Non-guarantor Subsidiaries”). The separate financial statements of the Guarantor Subsidiaries are not included herein because the Guarantor Subsidiaries are the Company’s wholly-owned consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the senior second priority secured notes.

The condensed consolidating financial statements present consolidating financial data for (i) Swift Transportation Company (on a parent only basis), (ii) Swift Services Holdings, Inc. (on an issuer only basis), (iii) the combined Guarantor Subsidiaries, (iv) the combined Non-Guarantor Subsidiaries, (iv) an elimination column for adjustments to arrive at the information for the parent company and subsidiaries on a consolidated basis and (v) the parent company and subsidiaries on a consolidated basis as of June 30, 2011 and December 31, 2010 and for the three and six months ended June 30, 2011 and 2010. Swift Services Holdings, Inc. was formed in November 2010 in anticipation of the issuance of the senior second priority secured notes, and as such, there is no financial activity for this entity prior to this date.

Investments in subsidiaries are accounted for by the respective parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company’s investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed consolidating balance sheet as of June 30, 2011

	Swift			Swift
	Transportation			Services						Non-		Eliminations
	Company			Holdings,			Guarantor			Guarantor		for
	(Parent)			Inc. (Issuer)			Subsidiaries			Subsidiaries		Consolidation			Consolidated
	(In thousands)
Cash and cash equivalents	$	5,350		$	—		$	31,118		$	8,188	$	—		$	44,656
Restricted cash		—			—			—			96,294		—			96,294
Accounts receivable, net		—			—			17,434			317,436		(2,558	)		332,312
Intercompany receivable (payable)		426,354			467,118			(952,072	)		58,600		—			—
Other current assets		11,907			709			98,367			10,377		—			121,360
Total current assets		443,611			467,827			(805,153	)		490,895		(2,558	)		594,622
Property and equipment, net		—			—			1,286,304			31,531		—			1,317,835
Other assets		(563,134	)		2,817			312,622			7,235		306,957			66,497
Intangible assets, net		—			—			347,784			11,616		—			359,400
Goodwill		—			—			246,977			6,279		—			253,256
Total assets	$	(119,523	)	$	470,644		$	1,388,534		$	547,556	$	304,399		$	2,591,610
Current portion of long-term debt and obligations under capital leases	$	—		$	—		$	55,429		$	51,275	$	(50,976	)	$	55,728
Other current liabilities		1,845			6,475			246,954			27,089		(2,557	)		279,806
Total current liabilities		1,845			6,475			302,383			78,364		(53,533	)		335,534
Long-term debt and obligations under capital leases		—			490,667			1,141,368			5,732		(5,035	)		1,632,732
Deferred income taxes		(117,462	)		(9,279	)		438,710			3,097		—			315,066
Securitization of accounts receivable		—			—			—			176,000		—			176,000
Other liabilities		—			—			50,554			67,424		—			117,978
Total liabilities		(115,617	)		487,863			1,933,015			330,617		(58,568	)		2,577,310
Total stockholders’ (deficit) equity		(3,906	)		(17,219	)		(544,481	)		216,939		362,967			14,300
Total liabilities and stockholders’ (deficit) equity	$	(119,523	)	$	470,644		$	1,388,534		$	547,556	$	304,399		$	2,591,610

Condensed consolidating balance sheet as of December 31, 2010

	Swift			Swift
	Transportation			Services						Non-		Eliminations
	Company			Holdings,			Guarantor			Guarantor		for
	(Parent)			Inc. (Issuer)			Subsidiaries			Subsidiaries		Consolidation			Consolidated
	(In thousands)
Cash and cash equivalents	$	1,561		$	—		$	35,844		$	10,089	$	—		$	47,494
Restricted cash		—			—			—			84,568		—			84,568
Accounts receivable, net		—			—			16,398			261,175		(694	)		276,879
Intercompany receivable (payable)		324,359			487,942			(861,300	)		48,999		—			—
Other current assets		9,104			44			82,247			11,980		—			103,375
Total current assets		335,024			487,986			(726,811	)		416,811		(694	)		512,316
Net property and equipment		—			—			1,309,453			30,185		—			1,339,638
Other assets		(588,713	)		2,051			301,472			7,966		371,165			93,941
Intangible assets, net		—			—			356,696			12,048		—			368,744
Goodwill		—			—			246,977			6,279		—			253,256
Total assets	$	(253,689	)	$	490,037		$	1,487,787		$	473,289	$	370,471		$	2,567,895
Current portion of long-term debt and obligations under capital leases	$	—		$	—		$	65,672		$	3,757	$	(3,359	)	$	66,070
Other current liabilities		3,848			1,389			226,623			28,948		(694	)		260,114
Total current liabilities		3,848			1,389			292,295			32,705		(4,053	)		326,184
Long-term debt and obligations under capital leases		—			490,035			1,217,197			2,537		(1,739	)		1,708,030
Deferred income taxes		(162,856	)		(486	)		463,183			3,708		—			303,549
Securitization of accounts receivable		—			—			—			171,500		—			171,500
Other liabilities		—			—			91,565			50,238		—			141,803
Total liabilities		(159,008	)		490,938			2,064,240			260,688		(5,792	)		2,651,066
Total stockholders’ (deficit) equity		(94,681	)		(901	)		(576,453	)		212,601		376,263			(83,171	)
Total liabilities and stockholders’ (deficit) equity	$	(253,689	)	$	490,037		$	1,487,787		$	473,289	$	370,471		$	2,567,895

Condensed consolidating statement of operations for the three months ended June 30, 2011

	Swift			Swift
	Transportation			Services						Non-			Eliminations
	Company			Holdings,			Guarantor			Guarantor			for
	(Parent)			Inc. (Issuer)			Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—		$	835,131		$	42,292		$	(26,953	)	$	850,470
Operating expenses:
Salaries, wages and employee benefits		2,319			—			193,457			6,780			—			202,556
Operating supplies and expenses		1,295			—			51,125			7,581			(1,235	)		58,766
Fuel		—			—			163,194			5,343			—			168,537
Purchased transportation		—			—			232,759			2,698			(11,777	)		223,680
Rental expense		—			—			19,101			309			(186	)		19,224
Insurance and claims		—			—			20,031			21,600			(13,755	)		27,876
Depreciation and amortization of property and equipment		—			—			50,790			763			—			51,553
Amortization of intangibles		—			—			4,404			213			—			4,617
Impairments		—			—			—			—			—			—
(Gain) loss on disposal of property and equipment		—			—			(728	)		28			—			(700	)
Communication and utilities		—			—			6,086			249			—			6,335
Operating taxes and licenses		—			—			13,164			2,295			—			15,459
Total operating expenses		3,614			—			753,383			47,859			(26,953	)		777,903
Operating (loss) income		(3,614	)		—			81,748			(5,567	)		—			72,567
Interest expense, net		—			12,893			25,804			1,466			—			40,163
Other (income) expenses		(21,929	)		(9,559	)		5,595			(8,618	)		33,847			(664	)
Income (loss) before income taxes		18,315			(3,334	)		50,349			1,585			(33,847	)		33,068
Income tax (benefit) expense		(1,268	)		(4,730	)		18,862			621			—			13,485
Net income (loss)	$	19,583		$	1,396		$	31,487		$	964		$	(33,847	)	$	19,583

Condensed consolidating statement of operations for the three months ended June 30, 2010

	Swift			Swift
	Transportation			Services					Non-			Eliminations
	Company			Holdings,		Guarantor			Guarantor			for
	(Parent)			Inc. (Issuer)		Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—	$	723,125		$	37,190		$	(24,130	)	$	736,185
Operating expenses:
Salaries, wages and employee benefits		—			—		180,734			6,184			—			186,918
Operating supplies and expenses		1,586			—		43,874			9,393			(632	)		54,221
Fuel		—			—		111,165			4,329			—			115,494
Purchased transportation		—			—		206,817			1,733			(10,761	)		197,789
Rental expense		—			—		19,358			329			(194	)		19,493
Insurance and claims		—			—		26,483			15,539			(12,543	)		29,479
Depreciation and amortization of property and equipment		—			—		47,735			668			—			48,403
Amortization of intangibles		—			—		4,963			236			—			5,199
Impairments		—			—		—			—			—			—
Gain on disposal of property and equipment		—			—		(1,757	)		—			—			(1,757	)
Communication and utilities		—			—		5,919			213			—			6,132
Operating taxes and licenses		—			—		11,606			2,019			—			13,625
Total operating expenses		1,586			—		656,897			40,643			(24,130	)		674,996
Operating (loss) income		(1,586	)		—		66,228			(3,453	)		—			61,189
Interest expense, net		—			—		78,900			1,877			—			80,777
Other (income) expenses		22,039			—		4,995			(9,561	)		(18,942	)		(1,469	)
Income (loss) before income taxes		(23,625	)		—		(17,667	)		4,231			18,942			(18,119	)
Income tax (benefit) expense		(546	)		—		4,372			1,134			—			4,960
Net income (loss)	$	(23,079	)	$	—	$	(22,039	)	$	3,097		$	18,942		$	(23,079	)

Condensed consolidating statement of operations for the six months ended June 30, 2011

	Swift			Swift
	Transportation			Services						Non-			Eliminations
	Company			Holdings,			Guarantor			Guarantor			for
	(Parent)			Inc. (Issuer)			Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—		$	1,579,665		$	83,551		$	(53,857	)	$	1,609,359
Operating expenses:
Salaries, wages and employee benefits		4,743			—			379,996			13,293			—			398,032
Operating supplies and expenses		2,173			—			99,839			16,478			(2,620	)		115,870
Fuel		—			—			308,614			10,204			—			318,818
Purchased transportation		—			—			436,196			4,875			(23,354	)		417,717
Rental expense		—			—			36,950			636			(373	)		37,213
Insurance and claims		—			—			38,438			39,673			(27,510	)		50,601
Depreciation and amortization of property and equipment		—			—			100,498			1,413			—			101,911
Amortization of intangibles		—			—			8,912			432			—			9,344
Impairments		—			—			—			—			—			—
(Gain) loss on disposal of property and equipment		—			—			(3,014	)		59			—			(2,955	)
Communication and utilities		—			—			12,307			488			—			12,795
Operating taxes and licenses		—			—			26,166			4,551			—			30,717
Total operating expenses		6,916			—			1,444,902			92,102			(53,857	)		1,490,063
Operating (loss) income		(6,916	)		—			134,763			(8,551	)		—			119,296
Interest expense, net		—			25,775			52,832			3,270			—			81,877
Other (income) expenses		(25,378	)		(22,277	)		7,463			(18,833	)		57,850			(1,175	)
Income (loss) before income taxes		18,462			(3,498	)		74,468			7,012			(57,850	)		38,594
Income tax (benefit) expense		(4,326	)		(9,457	)		26,814			2,775			—			15,806
Net income (loss)	$	22,788		$	5,959		$	47,654		$	4,237		$	(57,850	)	$	22,788

Condensed consolidating statement of operations for the six months ended June 30, 2010

	Swift			Swift
	Transportation			Services								Eliminations
	Company			Holdings,		Guarantor			Non-Guarantor			for
	(Parent)			Inc. (Issuer)		Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—	$	1,365,622		$	78,079		$	(52,686	)	$	1,391,015
Operating expenses:
Salaries, wages and employee benefits		—			—		352,614			12,107			—			364,721
Operating supplies and expenses		2,457			—		84,227			16,945			(1,578	)		102,051
Fuel		—			—		212,993			8,583			—			221,576
Purchased transportation		—			—		391,577			3,310			(21,396	)		373,491
Rental expense		—			—		38,132			654			(390	)		38,396
Insurance and claims		—			—		42,645			36,363			(29,322	)		49,686
Depreciation and amortization of property and equipment		—			—		107,029			1,393			—			108,422
Amortization of intangibles		—			—		10,199			478			—			10,677
Impairments		—			—		1,274			—			—			1,274
Gain on disposal of property and equipment		—			—		(3,205	)		—			—			(3,205	)
Communication and utilities		—			—		12,131			423			—			12,554
Operating taxes and licenses		—			—		22,967			4,023			—			26,990
Total operating expenses		2,457			—		1,272,583			84,279			(52,686	)		1,306,633
Operating (loss) income		(2,457	)		—		93,039			(6,200	)		—			84,382
Interest expense, net		—			—		163,512			3,355			—			166,867
Other (income) expenses		74,468			—		10,699			(18,696	)		(68,311	)		(1,840	)
Income (loss) before income taxes		(76,925	)		—		(81,172	)		9,141			68,311			(80,645	)
Income tax (benefit) expense		(845	)		—		(6,704	)		2,984			—			(4,565	)
Net income (loss)	$	(76,080	)	$	—	$	(74,468	)	$	6,157		$	68,311		$	(76,080	)

Condensed consolidating statement of cash flows for the six months ended June 30, 2011

	Swift			Swift
	Transportation			Services						Non-			Eliminations
	Company			Holdings,			Guarantor			Guarantor			for
	(Parent)			Inc. (Issuer)			Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	—		$	—		$	163,890		$	(41,677	)	$	—		$	122,213
Cash flows from investing activities:
Increase in restricted cash		—			—			—			(11,726	)		—			(11,726	)
Proceeds from sale of property and equipment		—			—			16,253			104			—			16,357
Capital expenditures		—			—			(108,228	)		(2,930	)		—			(111,158	)
Payments received on notes receivable		—			—			3,784			—			—			3,784
Expenditures on assets held for sale		—			—			(4,987	)		—			—			(4,987	)
Payments received on assets held for sale		—			—			6,232			—			—			6,232
Funding of intercompany notes		—			—			(3,899	)		—			3,899			—
Payments received on intercompany notes		—			—			2,047			—			(2,047	)		—
Net cash (used in) provided by investing activities		—			—			(88,798	)		(14,552	)		1,852			(101,498	)
Cash flows from financing activities:
Proceeds from issuance of class A common stock, net of issuance costs		62,994			—			—			—			—			62,994
Payment of deferred loan costs		—			(910	)		(1,631	)		(884	)		—			(3,425	)
Borrowings under accounts receivable securitization		—			—			—			86,000			—			86,000
Repayment of accounts receivable securitization		—			—			—			(81,500	)		—			(81,500	)
Repayment of long-term debt and capital leases		—			—			(87,672	)		(200	)		—			(87,872	)
Proceeds from intercompany notes		—			—			—			3,899			(3,899	)		—
Repayment of intercompany notes		—			—			—			(2,047	)		2,047			—
Other financing activities		250			—			—			—			—			250
Net funding (to) from affiliates		(59,455	)		910			9,485			49,060			—			—
Net cash provided by (used in) financing activities		3,789			—			(79,818	)		54,328			(1,852	)		(23,553	)
Net increase (decrease) in cash and cash equivalents		3,789			—			(4,726	)		(1,901	)		—			(2,838	)
Cash and cash equivalents at beginning of period		1,561			—			35,844			10,089			—			47,494
Cash and cash equivalents at end of period	$	5,350		$	—		$	31,118		$	8,188		$	—		$	44,656

Condensed consolidating statement of cash flows for the six months ended June 30, 2010

	Swift			Swift
	Transportation			Services					Non-			Eliminations
	Company			Holdings,		Guarantor			Guarantor			for
	(Parent)			Inc.(Issuer)		Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Net cash provided by operating activities	$	—		$	—	$	33,136		$	116		$	—		$	33,252
Cash flows from investing activities:
Increase in restricted cash		—			—		—			(35,326	)		—			(35,326	)
Proceeds from sale of property and equipment		—			—		15,491			—			—			15,491
Capital expenditures		—			—		(56,691	)		(2,014	)		—			(58,705	)
Payments received on notes receivable		—			—		2,702			—			—			2,702
Expenditures on assets held for sale		—			—		(981	)		—			—			(981	)
Payments received on assets held for sale		—			—		1,263			—			—			1,263
Payments received on equipment sale receivables		—			—		208			—			—			208
Payments received on intercompany notes		—			—		9,302			—			(9,302	)		—
Dividend from subsidiary		—			—		8,000			—			(8,000	)		—
Capital contribution to subsidiary		—			—		(11,350	)		—			11,350			—
Net cash used in investing activities	$	—		$	—	$	(32,056	)	$	(37,340	)	$	(5,952	)	$	(75,348	)
Cash flows from financing activities:
Borrowings under accounts receivable securitization		—			—		—			79,000			—			79,000
Repayment of accounts receivable securitization		—			—		—			(90,000	)		—			(90,000	)
Repayment of long-term debt and capital leases		—			—		(35,689	)		—			—			(35,689	)
Repayment of intercompany notes		—			—		—			(9,302	)		9,302			—
Dividend to parent		—			—		—			(8,000	)		8,000			—
Capital contribution		—			—		—			11,350			(11,350	)		—
Other financing activities		—			—		228			—			—			228
Net funding (to) from affiliates		(16,665	)		—		(23,334	)		39,999			—			—
Net cash (used in) provided by financing activities		(16,665	)		—		(58,795	)		23,047			5,952			(46,461	)
Net decrease in cash and cash equivalents		(16,665	)		—		(57,715	)		(14,177	)		—			(88,557	)
Cash and cash equivalents at beginning of period		21,114			—		70,438			24,310			—			115,862
Cash and cash equivalents at end of period	$	4,449		$	—	$	12,723		$	10,133		$	—		$	27,305