Guarantor Condensed Consolidating Financial Statements

9 Months Ended

Sep. 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 September 30, 2011 and December 31, 2010 and for the three and nine months ended September 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 September 30, 2011

	Swift			Swift
	Transportation			Services
	Company			Holdings,			Guarantor			Non-Guarantor		Eliminations for
	(Parent)			Inc. (Issuer)			Subsidiaries			Subsidiaries		Consolidation			Consolidated
	(In thousands)
Cash and cash equivalents	$	23,592		$	—		$	8,351		$	8,234	$	—		$	40,177
Restricted cash		—			—			—			74,574		—			74,574
Accounts receivable, net		—			—			18,646			319,178		(3,320	)		334,504
Intercompany receivable (payable)		427,101			467,953			(951,275	)		56,221		—			—
Other current assets		3,804			48			110,555			9,926		—			124,333
Total current assets		454,497			468,001			(813,723	)		468,133		(3,320	)		573,588
Property and equipment, net		—			—			1,260,737			31,250		—			1,291,987
Other assets		(529,685	)		2,790			295,846			6,485		295,009			70,445
Intangible assets, net		—			—			343,483			11,408		—			354,891
Goodwill		—			—			246,977			6,279		—			253,256
Total assets	$	(75,188	)	$	470,791		$	1,333,320		$	523,555	$	291,689		$	2,544,167
Current portion of long-term debt and obligations under capital leases	$	—		$	—		$	53,604		$	47,947	$	(47,548	)	$	54,003
Other current liabilities		1,668			18,889			227,812			31,811		(3,320	)		276,860
Total current liabilities		1,668			18,889			281,416			79,758		(50,868	)		330,863
Long-term debt and obligations under capital leases		—			490,982			1,042,230			5,639		(5,140	)		1,533,711
Deferred income taxes		(104,569	)		(13,685	)		446,244			3,616		—			331,606
Securitization of accounts receivable		—			—			—			180,000		—			180,000
Other liabilities		—			—			74,437			47,561		—			121,998
Total liabilities		(102,901	)		496,186			1,844,327			316,574		(56,008	)		2,498,178
Total stockholders’ equity (deficit)		27,713			(25,395	)		(511,007	)		206,981		347,697			45,989
Total liabilities and stockholders’ equity (deficit)	$	(75,188	)	$	470,791		$	1,333,320		$	523,555	$	291,689		$	2,544,167

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’ equity (deficit)		(94,681	)		(901	)		(576,453	)		212,601		376,263			(83,171	)
Total liabilities and stockholders’ equity (deficit)	$	(253,689	)	$	490,037		$	1,487,787		$	473,289	$	370,471		$	2,567,895

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

	Swift
	Transportation			Swift Services						Non-			Eliminations
	Company			Holdings, Inc.			Guarantor			Guarantor			for
	(Parent)			(Issuer)			Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—		$	849,677		$	15,916		$	(1,767	)	$	863,826
Operating expenses:
Salaries, wages and employee benefits		781			—			189,784			6,481			—			197,046
Operating supplies and expenses		480			2			61,010			2,505			(2,203	)		61,794
Fuel		—			—			155,054			4,665			—			159,719
Purchased transportation		—			—			244,416			2,366			(12,039	)		234,743
Rental expense		—			—			23,559			311			(185	)		23,685
Insurance and claims		—			—			19,195			(10,603	)		12,660			21,252
Depreciation and amortization of property and equipment		—			—			50,289			769			—			51,058
Amortization of intangibles		—			—			4,301			208			—			4,509
Impairments		—			—			—			—			—			—
(Gain) loss on disposal of property and equipment		—			—			(2,942	)		(4	)		—			(2,946	)
Communication and utilities		—			—			6,563			256			—			6,819
Operating taxes and licenses		—			—			14,465			1,985			—			16,450
Total operating expenses		1,261			2			765,694			8,939			(1,767	)		774,129
Operating income (loss)		(1,261	)		(2	)		83,983			6,977			—			89,697
Interest expense, net		—			12,912			25,251			1,288			—			39,451
Other (income) expenses		(33,404	)		—			4,383			(2,228	)		30,869			(380	)
Income (loss) before income taxes		32,143			(12,914	)		54,349			7,917			(30,869	)		50,626
Income tax expense (benefit)		1,193			(4,738	)		20,945			2,276			—			19,676
Net income (loss)	$	30,950		$	(8,176	)	$	33,404		$	5,641		$	(30,869	)	$	30,950

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

	Swift
	Transportation			Swift Services					Non-			Eliminations
	Company			Holdings, Inc.		Guarantor			Guarantor			for
	(Parent)			(Issuer)		Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—	$	747,296		$	37,036		$	(26,051	)	$	758,281
Operating expenses:
Salaries, wages and employee benefits		—			—		180,909			6,390			—			187,299
Operating supplies and expenses		2,664			—		47,426			9,792			(783	)		59,099
Fuel		—			—		113,035			3,864			—			116,899
Purchased transportation		—			—		208,271			2,926			(12,287	)		198,910
Rental expense		—			—		19,052			322			(187	)		19,187
Insurance and claims		—			—		18,190			17,502			(12,794	)		22,898
Depreciation and amortization		—			—
of property and equipment		—			—		47,382			645			—			48,027
Amortization of intangibles		—			—		4,725			230			—			4,955
Impairments		—			—		—			—			—			—
(Gain) loss on disposal of property and equipment		—			—		(1,836	)		28			—			(1,808	)
Communication and utilities		—			—		6,173			235			—			6,408
Operating taxes and licenses		—			—		12,575			1,732			—			14,307
Total operating expenses		2,664			—		655,902			43,666			(26,051	)		676,181
Operating income (loss)		(2,664	)		—		91,394			(6,630	)		—			82,100
Interest expense, net		—			—		78,992			1,769			—			80,761
Other (income) expenses		(662	)		—		9,166			(9,450	)		334			(612	)
Income (loss) before income taxes		(2,002	)		—		3,236			1,051			(334	)		1,951
Income tax expense (benefit)		(983	)		—		2,574			1,379			—			2,970
Net income (loss)	$	(1,019	)	$	—	$	662		$	(328	)	$	(334	)	$	(1,019	)

Condensed consolidating statement of operations for the nine months ended September 30, 2011

	Swift
	Transportation			Swift Services						Non-			Eliminations
	Company			Holdings, Inc.			Guarantor			Guarantor			for
	(Parent)			(Issuer)			Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—		$	2,429,342		$	99,467		$	(55,624	)	$	2,473,185
Operating expenses:
Salaries, wages and employee benefits		5,524			—			569,780			19,774			—			595,078
Operating supplies and expenses		2,653			2			160,849			18,983			(4,823	)		177,664
Fuel		—			—			463,668			14,869			—			478,537
Purchased transportation		—			—			680,612			7,241			(35,393	)		652,460
Rental expense		—			—			60,509			947			(558	)		60,898
Insurance and claims		—			—			57,633			29,070			(14,850	)		71,853
Depreciation and amortization of property and equipment		—			—			150,787			2,182			—			152,969
Amortization of intangibles		—			—			13,213			640			—			13,853
Impairments		—			—			—			—			—			—
(Gain) loss on disposal of property and equipment		—			—			(5,956	)		55			—			(5,901	)
Communication and utilities		—			—			18,870			744			—			19,614
Operating taxes and licenses		—			—			40,631			6,536			—			47,167
Total operating expenses		8,177			2			2,210,596			101,041			(55,624	)		2,264,192
Operating income (loss)		(8,177	)		(2	)		218,746			(1,574	)		—			208,993
Interest expense, net		—			38,687			78,083			4,558			—			121,328
Other (income) expenses		(58,782	)		(22,277	)		11,846			(21,061	)		88,719			(1,555	)
Income (loss) before income taxes		50,605			(16,412	)		128,817			14,929			(88,719	)		89,220
Income tax expense (benefit)		(3,133	)		(14,195	)		47,759			5,051			—			35,482
Net income (loss)	$	53,738		$	(2,217	)	$	81,058		$	9,878		$	(88,719	)	$	53,738

Condensed consolidating statement of operations for the nine months ended September 30, 2010

	Swift
	Transportation			Swift Services					Non-			Eliminations
	Company			Holdings, Inc.		Guarantor			Guarantor			for
	(Parent)			(Issuer)		Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Operating revenue	$	—		$	—	$	2,112,918		$	115,115		$	(78,737	)	$	2,149,296
Operating expenses:
Salaries, wages and employee benefits		—			—		533,523			18,497			—			552,020
Operating supplies and expenses		5,121			—		131,653			26,737			(2,361	)		161,150
Fuel		—			—		326,028			12,447			—			338,475
Purchased transportation		—			—		599,848			6,236			(33,683	)		572,401
Rental expense		—			—		57,184			976			(577	)		57,583
Insurance and claims		—			—		60,835			53,865			(42,116	)		72,584
Depreciation and amortization of property and equipment		—			—		154,411			2,038			—			156,449
Amortization of intangibles		—			—		14,924			708			—			15,632
Impairments		—			—		1,274			—			—			1,274
(Gain) loss on disposal of property and equipment		—			—		(5,041	)		28			—			(5,013	)
Communication and utilities		—			—		18,304			658			—			18,962
Operating taxes and licenses		—			—		35,542			5,755			—			41,297
Total operating expenses		5,121			—		1,928,485			127,945			(78,737	)		1,982,814
Operating income (loss)		(5,121	)		—		184,433			(12,830	)		—			166,482
Interest expense, net		—			—		242,504			5,124			—			247,628
Other (income) expenses		73,806			—		19,865			(28,146	)		(67,977	)		(2,452	)
Income (loss) before income taxes		(78,927	)		—		(77,936	)		10,192			67,977			(78,694	)
Income tax expense (benefit)		(1,828	)		—		(4,130	)		4,363			—			(1,595	)
Net income (loss)	$	(77,099	)	$	—	$	(73,806	)	$	5,829		$	67,977		$	(77,099	)

Condensed consolidating statement of cash flows for the nine months ended September 30, 2011

	Swift
	Transportation			Swift Services						Non-			Eliminations
	Company			Holdings, Inc.			Guarantor			Guarantor			for
	(Parent)			(Issuer)			Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	—		$	—		$	265,079		$	(47,858	)	$	—		$	217,221
Cash flows from investing activities:
Decrease in restricted cash		—			—			—			9,994			—			9,994
Proceeds from sale of property and equipment		—			—			46,737			132			—			46,869
Capital expenditures		—			—			(164,616	)		(3,430	)		—			(168,046	)
Payments received on notes receivable		—			—			5,118			—			—			5,118
Expenditures on assets held for sale		—			—			(6,093	)		—			—			(6,093	)
Payments received on assets held for sale		—			—			9,089			—			—			9,089
Funding of intercompany notes		—			—			(4,306	)		—			4,306			—
Payments received on intercompany notes		—			—			2,541			—			(2,541	)		—
Dividend from subsidiary		—			—			15,600			—			(15,600	)		—
Net cash (used in) provided by investing activities		—			—			(95,930	)		6,696			(13,835	)		(103,069	)
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		—			(979	)		(1,848	)		(884	)		—			(3,711	)
Borrowings under accounts receivable securitization		—			—			—			164,000			—			164,000
Repayment of accounts receivable securitization		—			—			—			(155,500	)		—			(155,500	)
Repayment of long-term debt and capital leases		—			—			(189,091	)		(299	)		—			(189,390	)
Proceeds from intercompany notes		—			—			—			4,306			(4,306	)		—
Repayment of intercompany notes		—			—			—			(2,541	)		2,541			—
Dividend to parent		—			—			—			(15,600	)		15,600			—
Other financing activities		138			—			—			—			—			138
Net funding (to) from affiliates		(41,101	)		979			(5,703	)		45,825			—			—
Net cash provided by (used in) financing activities		22,031			—			(196,642	)		39,307			13,835			(121,469	)
Net increase (decrease) in cash and cash equivalents		22,031			—			(27,493	)		(1,855	)		—			(7,317	)
Cash and cash equivalents at beginning of period		1,561			—			35,844			10,089			—			47,494
Cash and cash equivalents at end of period	$	23,592		$	—		$	8,351		$	8,234		$	—		$	40,177

Condensed consolidating statement of cash flows for the nine months ended September 30, 2010

	Swift
	Transportation			Swift Services					Non-			Eliminations
	Company			Holdings, Inc.		Guarantor			Guarantor			for
	(Parent)			(Issuer)		Subsidiaries			Subsidiaries			Consolidation			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	—		$	—	$	119,259		$	(5,174	)	$	—		$	114,085
Cash flows from investing activities:
Increase in restricted cash		—			—		—			(47,616	)		—			(47,616	)
Proceeds from sale of property and equipment		—			—		30,370			166			—			30,536
Capital expenditures		—			—		(106,116	)		(2,059	)		—			(108,175	)
Payments received on notes receivable		—			—		4,179			—			—			4,179
Expenditures on assets held for sale		—			—		(1,929	)		—			—			(1,929	)
Payments received on assets held for sale		—			—		2,365			—			—			2,365
Payments received on intercompany notes		—			—		11,750			—			(11,750	)		—
Dividend from subsidiary		—			—		8,000			—			(8,000	)		—
Capital contribution to subsidiary		—			—		(11,350	)		—			11,350			—
Other investing activities		—			—		196			—			12			208
Net cash used in investing activities		—			—		(62,535	)		(49,509	)		(8,388	)		(120,432	)
Cash flows from financing activities:
Borrowings under accounts receivable securitization		—			—		—			117,000			—			117,000
Repayment of accounts receivable securitization		—			—		—			(125,000	)		—			(125,000	)
Repayment of long-term debt and capital leases		—			—		(42,599	)		—			—			(42,599	)
Repayment of intercompany notes		—			—		—			(11,750	)		11,750			—
Dividend to parent		—			—		—			(8,000	)		8,000			—
Capital contribution		—			—		—			11,350			(11,350	)		—
Other financing activities		—			—		(980	)		12			(12	)		(980	)
Net funding (to) from affiliates		(20,063	)		—		(38,095	)		58,158			—			—
Net cash (used in) provided by financing activities		(20,063	)		—		(81,674	)		41,770			8,388			(51,579	)
Net decrease in cash and cash equivalents		(20,063	)		—		(24,950	)		(12,913	)		—			(57,926	)
Cash and cash equivalents at beginning of period		21,114			—		70,438			24,310			—			115,862
Cash and cash equivalents at end of period	$	1,051		$	—	$	45,488		$	11,397		$	—		$	57,936