Exhibit 99.2
SkyWest, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2010
(In thousands)
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| Historical |
| Pro Forma |
| Pro Forma |
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| SkyWest |
| ExpressJet |
| Adjustments |
| Combined |
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CURRENT ASSETS: |
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Cash and cash equivalents |
| $ | 82,774 |
| $ | 84,143 |
| $ | — |
| $ | 166,917 |
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Marketable securities |
| 793,954 |
| — |
| (131,600 | )(A) | 662,354 |
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Restricted cash |
| 6,481 |
| 15,552 |
| — |
| 22,033 |
| ||||
Income tax receivable |
| 20,463 |
| 812 |
| — |
| 21,275 |
| ||||
Receivables, net |
| 103,429 |
| 8,933 |
| — |
| 112,362 |
| ||||
Amounts due from Continental Airlines, net |
| — |
| 514 |
| (514 | )(B) | — |
| ||||
Inventories, net |
| 92,606 |
| 18,143 |
| (3,470 | )(C) | 107,279 |
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Prepaid aircraft rents |
| 242,089 |
| — |
| — |
| 242,089 |
| ||||
Deferred tax assets |
| 49,235 |
| 7,286 |
| 1,790 | (D) | 58,311 |
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Other current assets |
| 24,657 |
| 12,102 |
| 514 | (B) | 37,273 |
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Total current assets |
| 1,415,688 |
| 147,485 |
| (133,280 | ) | 1,429,893 |
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PROPERTY AND EQUIPMENT: |
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Aircraft and rotable spares |
| 3,726,282 |
| 209,163 |
| (129,663 | )(E) | 3,805,782 |
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Buildings, ground equipment and other |
| 247,011 |
| 134,048 |
| (83,097 | )(E) | 297,962 |
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|
| 3,973,293 |
| 343,211 |
| (212,760 | ) | 4,103,744 |
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Less accumulated depreciation and amortization |
| (1,125,175 | ) | (174,561 | ) | 174,561 | (E) | (1,125,175 | ) | ||||
Total property and equipment, net |
| 2,848,118 |
| 168,650 |
| (38,199 | ) | 2,978,569 |
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OTHER ASSETS: |
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Intangible assets, net |
| 22,310 |
| — |
| — |
| 22,310 |
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Other assets |
| 110,048 |
| 7,518 |
| 8,824 | (D) | 126,390 |
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Total other assets |
| 132,358 |
| 7,518 |
| 8,824 |
| 148,700 |
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Total assets |
| $ | 4,396,164 |
| $ | 323,653 |
| $ | (162,655 | ) | $ | 4,557,162 |
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CURRENT LIABILITIES |
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Current maturities of long-term debt |
| $ | 155,592 |
| $ | 3,459 |
| $ | — |
| $ | 159,051 |
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Current portion of 11.25% Convertible Secured Notes |
| — |
| 28,476 |
| 5,427 | (F) | 33,903 |
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Accounts payable |
| 170,147 |
| 3,618 |
| — |
| 173,765 |
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Accrued salaries, wages and benefits |
| 72,938 |
| 50,522 |
| — |
| 123,460 |
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Accrued aircraft rents |
| 8,938 |
| — |
| — |
| 8,938 |
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Taxes other than income taxes |
| 22,754 |
| — |
| — |
| 22,754 |
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Other current liabilities |
| 38,011 |
| 11,098 |
| 35,851 | (G) | 84,960 |
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Accrued airport service costs |
| — |
| 7,393 |
| (7,393 | )(G) | — |
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Accrued maintenance, materials and repair costs |
| — |
| 17,880 |
| (17,880 | )(G) | — |
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Accrued taxes |
| — |
| 8,978 |
| (8,978 | )(G) | — |
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Total current liabilities |
| 468,380 |
| 131,424 |
| 7,027 |
| 606,831 |
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OTHER LONG-TERM LIABILITIES |
| 42,883 |
| 223 |
| — |
| 43,106 |
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LONG-TERM DEBT, net of current maturities |
| 1,787,439 |
| — |
| — |
| 1,787,439 |
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DEFERRED INCOME TAXES PAYABLE |
| 585,080 |
| 30,509 |
| (30,509 | )(D) | 585,080 |
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DEFERRED AIRCRAFT CREDITS |
| 110,268 |
| — |
| — |
| 110,268 |
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STOCKHOLDERS’ EQUITY |
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Preferred Stock |
| — |
| — |
| — |
| — |
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Common Stock |
| 588,145 |
| 276 |
| (276 | )(H) | 588,145 |
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Additional paid in capital |
| — |
| 279,424 |
| (279,424 | )(H) | — |
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Retained earnings (deficit) |
| 1,104,771 |
| (98,013 | ) | 120,337 | (H) | 1,127,095 |
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Treasury Stock, at cost |
| (292,137 | ) | (20,534 | ) | 20,534 | (H) | (292,137 | ) | ||||
Accumulated other comprehensive income |
| 1,335 |
| 344 |
| (344 | )(H) | 1,335 |
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Total stockholders’ equity |
| 1,402,114 |
| 161,497 |
| (139,173 | ) | 1,424,438 |
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Total liabilities and stockholders’ equity |
| $ | 4,396,164 |
| $ | 323,653 |
| $ | (162,655 | ) | $ | 4,557,162 |
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SkyWest, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2010
(In thousands, except per share amounts)
|
| Historical |
| Pro Forma |
| Pro Forma |
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| SkyWest |
| ExpressJet |
| Adjustments |
| Combined |
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OPERATING REVENUES: |
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Passenger |
| $ | 1,942,244 |
| $ | 557,134 |
| $ | 32,836 | (JJ) | $ | 2,532,214 |
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Corporate Aviation |
| — |
| 29,936 |
| (29,936 | )(JJ) | — |
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Ground handling and other |
| 26,617 |
| 26,982 |
| — |
| 53,599 |
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Total operating revenues |
| 1,968,861 |
| 614,052 |
| 2,900 |
| 2,585,813 |
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OPERATING EXPENSES: |
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Aircraft Fuel |
| $ | 246,316 |
| $ | 34,054 |
| $ | — |
| $ | 280,370 |
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Salaries, wages and benefits |
| 537,640 |
| 272,600 |
| — |
| 810,240 |
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Aircraft maintenance materials and repairs |
| 338,984 |
| 148,756 |
| (329 | )(BB) | 487,411 |
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Aircraft rentals |
| 229,684 |
| 19,999 |
| — |
| 249,683 |
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Depreciation and Amortization |
| 175,300 |
| 19,732 |
| (5,189 | )(CC) | 189,843 |
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Station rentals and landing fees |
| 91,205 |
| 57,708 |
| (793 | )(DD) | 148,120 |
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Ground handling services |
| 83,112 |
| 5,866 |
| — |
| 88,978 |
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Other, net |
| 116,629 |
| 60,047 |
| 23,583 | (EE) | 200,259 |
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Impairment of fixed assets and goodwill |
| — |
| 3,075 |
| (3,075 | )(EE) | — |
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Outside services |
| — |
| 20,508 |
| (20,508 | )(EE) | — |
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Total operating expenses |
| 1,818,870 |
| 642,345 |
| (6,311 | ) | 2,454,904 |
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OPERATING INCOME (LOSS) |
| $ | 149,991 |
| $ | (28,293 | ) | $ | 9,211 |
| $ | 130,909 |
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OTHER INCOME (EXPENSE): |
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Interest income |
| $ | 10,922 |
| $ | 259 |
| $ | (1,806 | )(FF) | $ | 9,375 |
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Interest expense |
| (64,883 | ) | (4,312 | ) | — |
| (69,195 | ) | ||||
Other |
| (1,590 | ) | 166 |
| (2,172 | )(GG) | (3,596 | ) | ||||
Gain on sale of short-term investments |
| — |
| 887 |
| (887 | )(GG) | — |
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Extinguishment of debt |
| — |
| (3,059 | ) | 3,059 | (GG) | — |
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Amortization of debt discount |
| — |
| (4,687 | ) | 4,687 | (HH) | — |
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Total other income (expense), net |
| $ | (55,551 | ) | $ | (10,746 | ) | $ | 2,881 |
| $ | (63,416 | ) |
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INCOME (LOSS) BEFORE INCOME TAXES |
| $ | 94,440 |
| $ | (39,039 | ) | $ | 12,092 |
| $ | 67,493 |
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PROVISION (BENEFIT) FOR INCOME TAXES |
| 35,296 |
| 5,584 |
| 4,555 | (II) | 45,435 |
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NET INCOME (LOSS) |
| $ | 59,144 |
| $ | (44,623 | ) | $ | 7,537 |
| $ | 22,058 |
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BASIC EARNINGS PER SHARE |
| $ | 1.06 |
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| $ | 0.39 |
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DILUTED EARNINGS PER SHARE |
| $ | 1.04 |
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| $ | 0.39 |
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WEIGHTED AVERAGE OF COMMON SHARES: |
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Basic |
| 55,897 |
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| 55,897 |
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Diluted |
| 56,795 |
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| 56,795 |
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SkyWest, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2009
(In thousands, except per share amounts)
|
| Historical |
| Pro Forma |
| Pro Forma |
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|
| SkyWest |
| ExpressJet |
| Adjustments |
| Combined |
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OPERATING REVENUES: |
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Passenger |
| $ | 2,582,238 |
| $ | 597,424 |
| $ | 56,729 | (AA) | $ | 3,236,391 |
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Corporate Aviation |
| — |
| 56,729 |
| (56,729 | )(AA) | — |
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Ground handling and other |
| 31,376 |
| 34,105 |
| — |
| 65,481 |
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Total operating revenues |
| 2,613,614 |
| 688,258 |
| — |
| 3,301,872 |
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OPERATING EXPENSES: |
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Aircraft Fuel |
| $ | 390,739 |
| $ | 13,412 |
| $ | — |
| $ | 404,151 |
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Salaries, wages and benefits |
| 698,326 |
| 329,227 |
| — |
| 1,027,553 |
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Aircraft maintenance materials and repairs |
| 436,039 |
| 161,504 |
| (438 | )(BB) | 597,105 |
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Aircraft rentals |
| 300,773 |
| 21,898 |
| — |
| 322,671 |
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Depreciation and Amortization |
| 221,548 |
| 30,346 |
| (6,918 | )(CC) | 244,976 |
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Station rentals and landing fees |
| 116,312 |
| 60,549 |
| (1,057 | )(DD) | 175,804 |
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Ground handling services |
| 95,805 |
| 9,314 |
| — |
| 105,119 |
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Other, net |
| 141,877 |
| 78,756 |
| 30,436 | (EE) | 251,069 |
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Marketing and distribution |
| — |
| 2,295 |
| (2,295 | )(EE) | — |
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Impairment of fixed assets and goodwill |
| — |
| 1,278 |
| (1,278 | )(EE) | — |
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Outside services |
| — |
| 26,863 |
| (26,863 | )(EE) | — |
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Total operating expenses |
| 2,401,419 |
| 735,442 |
| (8,413 | ) | 3,128,448 |
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OPERATING INCOME (LOSS) |
| $ | 212,195 |
| $ | (47,184 | ) | $ | 8,413 |
| $ | 173,424 |
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OTHER INCOME (EXPENSE): |
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Interest income |
| $ | 11,121 |
| $ | 968 |
| $ | (2,409 | )(FF) | $ | 9,680 |
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Interest expense |
| (86,330 | ) | (7,562 | ) | — |
| (93,892 | ) | ||||
Impairment on marketable securities |
| (7,115 | ) | (108 | ) | — |
| (7,223 | ) | ||||
Other |
| 1,862 |
| (773 | ) | 3,153 | (GG) | 4,242 |
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Equity investments loss, net |
| — |
| (377 | ) | 377 | (GG) | — |
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Gain on sale of short-term investments |
| — |
| 4,547 |
| (4,547 | )(GG) | — |
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Extinguishment of debt |
| — |
| (1,017 | ) | 1,017 | (GG) | — |
| ||||
Amortization of debt discount |
| — |
| (4,863 | ) | 4,863 | (HH) | — |
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Total other income (expense), net |
| $ | (80,462 | ) | $ | (9,185 | ) | $ | 2,454 |
| $ | (87,193 | ) |
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INCOME (LOSS) BEFORE INCOME TAXES |
| $ | 131,733 |
| $ | (56,369 | ) | $ | 10,867 |
| $ | 86,231 |
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PROVISION (BENEFIT) FOR INCOME TAXES |
| 48,075 |
| (53,063 | ) | 4,094 | (II) | (894 | ) | ||||
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NET INCOME (LOSS) |
| $ | 83,658 |
| $ | (3,306 | ) | $ | 6,773 |
| $ | 87,125 |
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BASIC EARNINGS PER SHARE |
| $ | 1.50 |
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| $ | 1.56 |
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DILUTED EARNINGS PER SHARE |
| $ | 1.47 |
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| $ | 1.53 |
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WEIGHTED AVERAGE OF COMMON SHARES: |
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Basic |
| 55,854 |
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| 55,854 |
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Diluted |
| 56,814 |
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| 56,814 |
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SkyWest, Inc.
Notes to Unaudited Pro Forma Condensed Combined Balance Sheet and Statements of Operations
1. Basis of Presentation
On November 12, 2010, SkyWest, Inc. (“SkyWest”) completed its acquisition of ExpressJet Holdings, Inc. (“ExpressJet”) via the merger of Express Delaware Merger Co. an indirect wholly owned subsidiary of SkyWest (the “SkyWest Subsidiary”), with and into ExpressJet, with ExpressJet continuing as the surviving company in the merger and becoming an indirect, wholly-owned subsidiary of SkyWest (the “Merger”).
At the effective time, as a result of the Merger, each issued and outstanding share of ExpressJet common stock (other than shares owned by ExpressJet as treasury stock or shares owned by SkyWest, SkyWest Subsidiary or any other wholly-owned subsidiary of SkyWest) was converted into the right to receive $6.75 per share in cash, payable to the holder thereof, without interest. Based on the number of outstanding shares of ExpressJet common stock as of the effective time of the Merger, the aggregate value of the Merger consideration was $131.6 million. After taking in effect the number of shares acquired by SkyWest, SkyWest Subsidiary or any other wholly-owned subsidiary of SkyWest prior to the effective time, the aggregate value of the Merger consideration was $135.1 million.
In connection with the transactions contemplated by the Merger, ExpressJet Airlines, Inc., an indirect wholly owned subsidiary of ExpressJet Holdings (“ExpressJet”), and Continental Airlines, Inc. (“Continental”) entered into a Capacity Purchase Agreement (the “CPA”) whereby ExpressJet agreed to provide regional airline services in the Continental flight system. The CPA became effective on November 12, 2010.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2010 has been prepared to illustrate the pro forma effects of the Merger as if it had occurred on September 30, 2010. The Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2010 and for the year ended December 31, 2009 have been prepared to illustrate the pro forma effects of the Merger as if it had occurred at January 1, 2009. The unaudited pro forma combined condensed financial statements include pro forma adjustments based on the preliminary valuation of the assets acquired and liabilities assumed as a result of the Merger. These adjustments are subject to further revision as additional information becomes available and additional analyses are performed. The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 3 0, 2010 includes a pro forma adjustment for a bargain purchase gain of $22.3 million resulting from the difference in the Merger consideration and the preliminary value of net assets acquired. The estimated bargain purchase gain is reflected as a pro forma adjustment to retained earnings.
2. Pro Forma Financial Statements and Adjustments
The unaudited pro forma condensed combined information is presented for illustrative purposes only. Such information does not purport to be indicative of the results of operations or financial position that actually would have resulted had the Merger occurred on the date indicated, nor is it indicative of the results that may be expected in future periods. The pro forma adjustments are based upon information and assumptions available at the time of filing this Current Report on Form 8-K/A.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2010 and Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2010 and for the year ended December 31, 2009 give effect to the following pro forma adjustments:
(A) Reflects the consideration paid by SkyWest for the outstanding shares of ExpressJet common stock as of the effective time of the Merger.
(B) Reflects a reclassification of the ExpressJet assets reported under ExpressJet’s financial statement classifications to SkyWest’s financial statement classifications.
(C) Reflects a reduction to the ExpressJet inventory resulting from an adjustment to record inventory at the estimated fair value as a result of the Merger.
(D) Reflects an adjustment to the deferred tax assets and liabilities based upon SkyWest’s consolidated tax positions as a result of the Merger.
(E) Reflects the elimination of the accumulated depreciation of the ExpressJet fixed assets and a net reduction in Aircraft and Rotable Spares of $23.3 million and a net reduction in Buildings, ground equipment and other of $14.9 million resulting from an adjustment to record fixed assets at the estimated fair value as a result of the Merger.
(F) Reflects an adjustment to the eliminate the debt discount and to record the current portion of the 11.25% Convertible Secured Notes at the estimated fair value as a result of the Merger.
(G) Reflects a reclassification of the ExpressJet liabilities reported under ExpressJet’s financial statement classifications to SkyWest’s financial statement classifications, which increased Other Current Liabilities by $34.3 million and an adjustment to reflect the estimated fair value of lease obligations as a result of the Merger, which increased Other Current Liabilities by $1.6 million.
(H) �� Reflects the elimination of the ExpressJet Stockholders’ Equity accounts as a result of the Merger and reflects a $22.3 million adjustment to retained earnings based on the preliminary estimate of a bargain purchase gain resulting from the Merger.
(AA) Reflects a reclassification of the ExpressJet revenues reported under ExpressJet’s financial statement classifications to SkyWest’s financial statement classifications.
(BB) Reflects a reduction to the ExpressJet maintenance expense resulting from an adjustment to record inventory at the estimated fair value as a result of the Merger.
(CC) Reflects a reduction to the ExpressJet depreciation expense resulting from an adjustment to record the depreciable basis of property and equipment at fair value as a result of the Merger.
(DD) Reflects a reduction to the ExpressJet rental expense resulting from an adjustment to record lease obligations at fair value as a result of the Merger.
(EE) Reflects a reclassification of the ExpressJet operating expenses reported under ExpressJet’s financial statement classifications to SkyWest’s financial statement classifications.
(FF) Reflects a reduction to SkyWest interest income due to the reduction in $131.6 million in marketable securities resulting from consideration paid for the outstanding shares of ExpressJet.
(GG) Reflects a reclassification of the ExpressJet other income and expense reported under ExpressJet’s financial statement classifications to SkyWest’s financial statement classifications.
(HH) Reflects the reduction of the ExpressJet interest expense as a result of eliminating the debt discount as a result of the Merger.
(II) Reflects the income tax affect on the pro forma adjustments.
(JJ) Reflects an increase to the ExpressJet passenger revenue of $2.9 million resulting from the reversal of a sales discount that was recorded resulting from warrants issued to United Air Lines, Inc. (“United”) that was deemed to be consideration in exchange for a flying contract with United. As a result of the Merger, SkyWest acquired all outstanding ExpressJet shares owned by United at the time of the Merger. Passenger revenue additionally reflects a $29.9 million adjustment to reflect a reclassification of the ExpressJet revenues reported under ExpressJet’s financial statement classifications to SkyWest’s financial statement classifications.