Knight-swift Transportation Holdings Inc. · NYSE:KNX
Knight-swift Transportation — Merger or Acquisition (April 2017)
15 slides from Knight-swift Transportation's merger presentation, Apr 10, 2017
Slide 1: Knight and Swift to Combine
Knight and Swift to Combine Creating North America’s Premier Truckload Carrier April 10, 2017
Slide 2: Non-GAAP Financial Metrics; Forward Looking Statements
Non-GAAP Financial Metrics The attached charts include information that does not conform to generally accepted accounting principles (GAAP). Management of Knight Transportation, Inc. (“Knight”) and Swift Transportation Company (“Swift”) believe that an analysis of this data is meaningful to invest
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It Investors and security holders are urged to carefully review and consider each of Swift’s and Knight’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K
Slide 4: Transaction Overview
Transaction Overview All-stock merger, unanimously approved by the Knight and Swift boards Knight-Swift Transportation Holdings Inc. (“Knight-Swift” or “KS”) will trade on the NYSE under KNX; EPS Transaction and stock price based on historical Knight shares Structure and Swift will conduct a 0
Slide 5: Uniting Two Leading Trucking Companies With a Successful History
Uniting Two Leading Trucking Companies With a Successful History The combination of Knight & Swift brings together two Phoenix-based organizations whose leaders have common roots going back half a century 1960s – 1990s 2000s 2010s 2017 1970s Swift taken Expansion of product Swift’s public on
Slide 6: Market Leaders Under Common Ownership Create Largest Truckload Company
Market Leaders Under Common Ownership Create Largest Truckload Company 2016 Revenue1 $1,118 million $4,032 million $5,225 million 2016 Adjusted 85.3% 92.9% 88.3% Operating Ratio1,2 Net Debt / Adj. EBITDA: 0.0x Net Debt / Adj. EBITDA: 2.0x Net Debt / Adj. EBITDA: 1.1x 2016 Leverage1
Slide 7: Strategic Geographic Presence
Strategic Geographic Presence Over 70 locations in 30 states and 3 locations throughout Mexico Lewiston Inner Grove Heights Seattle Sumner l l l Grand Rapids l Syracuse Portland l l l Idaho Falls Menasha New Boston l Troutdale l Columbus Boise l l l l Yankton l l Gary l l l ll l Salt Lake City Grang
Slide 8: Compelling Strategic and Financial Rationale
Compelling Strategic and Financial Rationale Knight-Swift will offer the largest truckload and dedicated fleets and service center network by a North America’s Leading significant factor. Truckload Group 23,000 tractors; 77,000 trailers; over 70 service locations Swift strengths in dedicated,
Slide 9: Business Strategy
Business Strategy Knight and Swift will maintain their distinct brands in customer and driver facing activities, Separate Operations sustaining many years of strong relationships and operating knowledge Execution Managing on a per load, per truck, and a per service center basis Operating ratio
Slide 10: Significant Synergy Potential
Significant Synergy Potential Synergies of $150 million by 2019 Revenue and Cost Synergies Sources of Synergies Cross-functional team will include leaders from both $200 companies 32 focus areas $150 Improving Yield by Managing $150 Mix, Deadhead, and Commitments Revenue Shared Market Intell
Slide 11: Strong Balance Sheet and Cash Flow
Strong Balance Sheet and Cash Flow Strong balance sheet provides operating and strategic flexibility going forward Significant cash flow allows for capital returns and accelerated de-leveraging Capital policy will target quarterly dividends of $0.06 per share and continued deleveraging Unlever
Slide 12: Creating North America's Premier Truckload Company
Creating North America’s Premier Truckload Company Unites two long-standing industry leaders with complementary operations under common ownership 1 Maintenance of distinct brands 2 Strong, experienced management team with long-history of operational excellence to realize significant synergies 3 Crea
Slide 13: Appendix
Appendix
Slide 14: Non-GAAP Reconciliation
Non-GAAP Reconciliation A B A+ B C A+ B + C 3 2016 Actual 2016 Actual 2016 Pro Forma Synergies 2016 PF + Synergies Adjusted Operating Income Reconciliation Run Rate Synergies Knight / Swift Total Revenue $1,118 $4,032 $5,150 $75 $5,225 Less: Trucking Fuel Surcharge (90) (309) (399) - (399) Revenue,
Slide 15: Non-GAAP Reconciliation (Cont'd)
Non-GAAP Reconciliation (Cont’d) A B A+ B + C C A+ B + C 2 2016 Actual 2016 Actual 2016 Pro Forma Synergies 2016 Pro Forma Adjusted EBITDA Reconciliation Net Income $95 $149 $245 $93 $337 Adjusted for: Plus: Depreciation and Amortization $116 $267 $383 $- $383 Plus: Amortization of Intangibles 1 17
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