Knight-swift Transportation Holdings Inc. · NYSE:KNX
Knight-swift Transportation — Merger or Acquisition (July 2021)
17 slides from Knight-swift Transportation's merger presentation, Jul 6, 2021
Slide 1: AAA Cooper Acquisition Investor Call
AAA Cooper Acquisition Investor Call July 6, 2021
Slide 2: Disclosure
Disclosure This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Pri
Slide 3: Non-GAAP Financial Data
Non-GAAP Financial Data This presentation includes the use of adjusted earnings per share, EBITDA, and adjusted leverage ratio which are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using th
Slide 4: About AAA Cooper
About AAA Cooper • Founded in 1950 • Headquartered in Dothan, Alabama • #15 on Transport Topics list of 2021 Top LTL carriers • Operations include less-than-truckload, dedicated, and other services • Approximately 70 Service Centers, with a terminal door count of over 3,400 • Nearly 3,000 Tractors a
Slide 5: About AAA Cooper
About AAA Cooper Highly respected LTL carrier • Safety leader • Recognized for service • Innovative visibility and tracking • Awarded for sustainability effort • Awarded for culture and people development 5
Slide 6: Structure of the Deal
Structure of the Deal Transaction Terms Transaction Value: $1.35 billion Consideration Paid: Cash $1.30 billion Knight-Swift Stock $10 million Estimated Net Debt (1) Assumed $40 million Cash Funded Through: Existing Liquidity $0.1 billion New Term Loan $1.2 billion Tax Election (Internal Rev. Code)
Slide 7: Knight-Swift Capital Allocation
Knight-Swift Capital Allocation $1.4 Billion of Free Cash Flow(1) Supports Shareholder-Focused Capital Allocation Capital Allocation 2018 – 2021(2) Knight-Swift Leverage History(5) 1.6 Share 1.44 1.4 Acquisitions & Buybacks and 1.24 Dividends 1.2 Investments $652M 1.0 $1.58B 0.8 0.6 0.54 0.4 $1.56B
Slide 8: Platform for Growth
Platform for Growth PROVEN LTL MODEL IN AAA COOPER - Experienced leaders - Meaningful market share - Profitability KNIGHT-SWIFT AS GROWTH ENABLER - Capital for growth in new terminals - Investment for future LTL acquisitions - Additional customer relationships - Network visibility to aid in density
Slide 9: AAA Cooper Leadership
AAA Cooper Leadership • AAA Cooper will continue to run as a separate brand • Seasoned and experienced leadership team will remain • Reid Dove has also been appointed to the Knight-Swift board of directors Reid Dove Charlie Prickett Michelle Lewis • Chief Executive • President and Chief • Chief Fina
Slide 10: Growth and Diversification
Growth and Diversification • LTL will be the 2nd largest segment for Knight-Swift • Non-Truckload Trucking revenue as a percent of total expected revenue has increased from 22% to 37% 2018 Segment Percentage of Revenue Proforma 2021 Segment Percentage of Revenue (1) Intermodal Intermodal Revenue, 10
Slide 11: LTL Market – Less Fragmented and Volatile
LTL Market – Less Fragmented and Volatile Revenue Per Shipment Index(1) Top 20 20% Top 10 87% 100% 18% 75% 90% 16% Top 5 80% Individual 53% Company 14% 70% LTL 12% 60% Market Share Market 10% 50% Cumulative Share (2) 8% 40% Market 6% 30% Share 4% 20% 2% 10% 0% 0% 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Slide 12: Compelling Strategic and Financial Rationale
Compelling Strategic and Financial Rationale • AAA Cooper offers the scale to be a platform, the runway to improve profitability, and unmatched culture and leadership fit • LTL sector well-positioned for supply chain trends toward forward-positioned inventory and e- commerce • KNX to have leading po
Slide 13: Questions
St faniinttes Questions
Slide 14: Appendix
Appendix "4 KKNIGHT UV) SWIFT TRANSPORTATION
Slide 15: Non-GAAP Reconciliation
Non-GAAP Reconciliation Non-GAAP Reconciliation (Unaudited): Net Leverage and Leverage Ratio 1 2 December 31, 2017 March 31, 2021 (Dollars in thousands) Term loan $ 365,000 $ 300,000 Revolving line of credit 125,000 115,000 Accounts receivable securitization 305,000 199,000 Other secured debt and fi
Slide 16: Non-GAAP Reconciliation
Non-GAAP Reconciliation Non-GAAP Reconciliation (Unaudited): Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA 1 Pro-Forma December 31, 2017 GAAP: Net income $ 531,055 Adjusted for: Depreciation and amortization of property and equipment 357,705 Amortizati
Slide 17: Non-GAAP Reconciliation
Non-GAAP Reconciliation Non-GAAP Reconciliation (Unaudited): Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA 1 Year-to-Date Year-to-Date Year-to-Date TTM March 31, 2021 December 31, 2020 March 31, 2020 March 31, 2021 (Dollars in thousands) GAAP: Net inco
Knight-Swift Transportation Holdings — Merger or Acquisition (July 2021) on 6ix