Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 17, 2017 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SWFT | |
Entity Registrant Name | SWIFT TRANSPORTATION Co | |
Entity Central Index Key | 1,492,691 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Class A Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 84,171,377 | |
Class B Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 49,741,938 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 42,884 | $ 89,391 | |
Cash and cash equivalents – restricted | 58,994 | 57,046 | |
Restricted investments, held to maturity, amortized cost | [1] | 22,025 | 22,717 |
Accounts receivable, net | 401,261 | 408,593 | |
Equipment sales receivable | 444 | 0 | |
Income tax refund receivable | 2,766 | 206 | |
Inventories and supplies | 16,699 | 16,630 | |
Assets held for sale | 1,652 | 6,969 | |
Prepaid taxes, licenses, insurance, and other | 45,796 | 47,038 | |
Current portion of notes receivable | 5,805 | 6,961 | |
Total current assets | 598,326 | 655,551 | |
Property and equipment, at cost: | |||
Revenue and service equipment | 2,214,224 | 2,266,137 | |
Land | 132,335 | 132,084 | |
Facilities and improvements | 288,626 | 281,390 | |
Furniture and office equipment | 110,043 | 113,880 | |
Total property and equipment | 2,745,228 | 2,793,491 | |
Less: accumulated depreciation and amortization | (1,286,656) | (1,244,890) | |
Net property and equipment | 1,458,572 | 1,548,601 | |
Other assets | 22,636 | 21,953 | |
Intangible assets, net | 257,898 | 266,305 | |
Goodwill | 253,256 | 253,256 | |
Total assets | 2,590,688 | 2,745,666 | |
Current liabilities: | |||
Accounts payable | 133,731 | 115,063 | |
Accrued liabilities | 142,405 | 132,712 | |
Current portion of claims accruals | 87,275 | 80,866 | |
Current portion of long-term debt | 3,419 | 8,459 | |
Current portion of capital lease obligations | 45,194 | 72,473 | |
Total current liabilities | 412,024 | 409,573 | |
Revolving line of credit | [2],[3] | 0 | 130,000 |
Long-term debt, less current portion | 449,268 | 493,346 | |
Capital lease obligations, less current portion | 143,648 | 161,463 | |
Claims accruals, less current portion | 173,269 | 165,726 | |
Deferred income taxes | 398,083 | 427,722 | |
Accounts receivable securitization | 294,464 | 279,285 | |
Other liabilities | 4,792 | 6,296 | |
Total liabilities | 1,875,548 | 2,073,411 | |
Commitments and Contingencies (Notes 10 and 11) | |||
Stockholders’ equity: | |||
Preferred stock | 0 | 0 | |
Class A common stock | 842 | 833 | |
Class B common stock | 497 | 497 | |
Additional paid-in capital | 695,276 | 701,065 | |
Retained earnings (Accumulated deficit) | 18,423 | (30,242) | |
Noncontrolling interest | 102 | 102 | |
Total stockholders’ equity | 715,140 | 672,255 | |
Total liabilities and stockholders’ equity | 2,590,688 | 2,745,666 | |
Class A Common Stock [Member] | |||
Stockholders’ equity: | |||
Total stockholders’ equity | $ 842 | $ 833 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 84,179,118 | 83,299,118 | |
Common stock, shares outstanding | 84,179,118 | 83,299,118 | |
Class B Common Stock [Member] | |||
Stockholders’ equity: | |||
Total stockholders’ equity | $ 497 | $ 497 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Common stock, shares issued | 49,741,938 | 49,741,938 | |
Common stock, shares outstanding | 49,741,938 | 49,741,938 | |
Common stock, shares outstanding | 49,741,938 | 49,741,938 | |
Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
[1] | Restricted investments are included in "Restricted investments, held to maturity, amortized cost." | ||
[2] | Refer to Note 14 for information regarding the fair value of long-term debt. | ||
[3] | The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $89.4 million at June 30, 2017 and $97.0 million at December 31, 2016. |
Consolidated Income Statements
Consolidated Income Statements (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating revenue: | ||||
Revenue, excluding fuel surcharge revenue | $ 898,945 | $ 935,409 | $ 1,770,035 | $ 1,842,322 |
Fuel surcharge revenue | 94,113 | 76,445 | 186,854 | 137,355 |
Operating revenue | 993,058 | 1,011,854 | 1,956,889 | 1,979,677 |
Operating expenses: | ||||
Salaries, wages, and employee benefits | 284,437 | 287,100 | 567,775 | 575,733 |
Operating supplies and expenses | 87,952 | 87,220 | 192,071 | 177,435 |
Fuel | 94,485 | 87,371 | 189,446 | 162,358 |
Purchased transportation | 275,380 | 283,602 | 540,891 | 550,911 |
Rental expense | 57,385 | 57,070 | 113,079 | 113,322 |
Insurance and claims | 52,070 | 45,806 | 102,246 | 93,516 |
Depreciation and amortization of property and equipment | 62,353 | 64,688 | 130,122 | 131,639 |
Amortization of intangibles | 4,203 | 4,203 | 8,407 | 8,407 |
Impairments | 187 | 0 | 187 | 0 |
Gain on disposal of property and equipment | (3,438) | (4,963) | (7,633) | (11,289) |
Communication and utilities | 8,145 | 6,947 | 16,648 | 13,847 |
Operating taxes and licenses | 17,738 | 18,605 | 35,904 | 37,110 |
Total operating expenses | 940,897 | 937,649 | 1,889,143 | 1,852,989 |
Operating income | 52,161 | 74,205 | 67,746 | 126,688 |
Other expenses (income): | ||||
Interest expense | 6,862 | 7,567 | 14,383 | 16,161 |
Interest income | (581) | (636) | (1,069) | (1,387) |
Merger transaction costs | 5,157 | 0 | 7,314 | 0 |
Legal settlements and reserves | 0 | 3,000 | 0 | 3,000 |
Other income, net | (1,195) | (1,094) | (2,378) | (1,870) |
Total other expenses, net | 10,243 | 8,837 | 18,250 | 15,904 |
Income before income taxes | 41,918 | 65,368 | 49,496 | 110,784 |
Income tax expense | 15,621 | 22,472 | 17,992 | 35,983 |
Net income | $ 26,297 | $ 42,896 | $ 31,504 | $ 74,801 |
Basic earnings per share | $ 0.20 | $ 0.32 | $ 0.24 | $ 0.55 |
Diluted earnings per share | $ 0.20 | $ 0.32 | $ 0.23 | $ 0.55 |
Shares used in per share calculations | ||||
Basic | 133,544 | 134,439 | 133,347 | 135,476 |
Diluted | 134,507 | 135,651 | 134,365 | 136,745 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] |
Beginning balance, shares at Dec. 31, 2016 | 83,299,118 | 49,741,938 | ||||
Beginning balance, value at Dec. 31, 2016 | $ 672,255 | $ 701,065 | $ (30,242) | $ 102 | $ 833 | $ 497 |
Common stock issued under stock plans, shares | 852,214 | |||||
Common stock issued under stock plans, value | 6,305 | 6,296 | $ 9 | |||
Stock-based compensation expense | 4,486 | 4,118 | 368 | |||
Excess tax benefit from stock-based compensation | 0 | (16,793) | 16,793 | |||
Shares issued under employee stock purchase plan, shares | 27,786 | |||||
Shares issued under employee stock purchase plan, value | 590 | 590 | $ 0 | |||
Net income | 31,504 | 31,504 | ||||
Ending balance, shares at Jun. 30, 2017 | 84,179,118 | 49,741,938 | ||||
Ending balance, value at Jun. 30, 2017 | $ 715,140 | $ 695,276 | $ 18,423 | $ 102 | $ 842 | $ 497 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 31,504 | $ 74,801 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property, equipment, and intangibles | 138,529 | 140,046 |
Amortization of debt issuance costs, and other | 670 | 667 |
Gain on disposal of property and equipment, less write-off of totaled tractors | (6,011) | (9,632) |
Impairments | 187 | 0 |
Deferred income taxes | (29,941) | (18,239) |
Reduction of losses on accounts receivable | (897) | (1,245) |
Stock-based compensation expense | 4,715 | 3,541 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 8,229 | 6,244 |
Inventories and supplies | (69) | 2,588 |
Prepaid expenses and other current assets | (1,318) | 12,650 |
Other assets | 108 | 2,562 |
Accounts payable, and accrued and other liabilities | 37,256 | 29,987 |
Net cash provided by operating activities | 182,962 | 243,970 |
Cash flows from investing activities: | ||
(Increase) decrease in cash and cash equivalents – restricted | (1,948) | 132 |
Proceeds from maturities of investments | 13,175 | 13,289 |
Purchases of investments | (12,623) | (12,997) |
Proceeds from sale of property and equipment | 56,684 | 71,315 |
Capital expenditures | (86,919) | (68,962) |
Payments received on notes receivable | 4,868 | 2,961 |
Expenditures on assets held for sale | (8,363) | (12,503) |
Payments received on assets held for sale | 9,553 | 12,620 |
Net cash (used in) provided by investing activities | (25,573) | 5,855 |
Cash flows from financing activities: | ||
Repayment of long-term debt and capital leases | (94,398) | (112,528) |
Net repayments on revolving line of credit | (130,000) | (115,000) |
Borrowings under accounts receivable securitization | 60,000 | 100,000 |
Repayment of accounts receivable securitization | 45,000 | 25,000 |
Proceeds from common stock issued | 6,895 | 3,681 |
Repurchases of Class A common stock | 0 | (90,000) |
Share withholding for taxes due on equity awards | (1,393) | (436) |
Net cash used in financing activities | (203,896) | (239,283) |
Net (decrease) increase in cash and cash equivalents | (46,507) | 10,542 |
Cash and cash equivalents at beginning of period | 89,391 | 107,590 |
Cash and cash equivalents at end of period | 42,884 | 118,132 |
Cash paid during the period for: | ||
Interest | 13,904 | 15,913 |
Income taxes | 49,622 | 30,485 |
Non-cash investing activities: | ||
Equipment purchase accrual | 16,842 | 3,759 |
Notes receivable from sale of assets | 4,592 | 288 |
Equipment sales receivables | $ 444 | $ 1,197 |
Introduction and Basis Of Prese
Introduction and Basis Of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction and Basis Of Presentation | Introduction and Basis of Presentation Certain acronyms and terms used throughout this Quarterly Report on Form 10-Q are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Description of Business Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. As of June 30, 2017 , the Company's fleet of revenue equipment included 18,612 tractors (comprised of 14,130 company tractors and 4,482 owner-operator tractors), 62,580 trailers, and 9,130 intermodal containers. The Company’s four reportable segments are Truckload, Dedicated, Refrigerated (formerly "Swift Refrigerated"), and Intermodal. Merger On April 10, 2017, Swift announced an all-stock merger agreement with Knight, which was unanimously approved by the board of directors of each company and is expected to close during the quarter ended September 30, 2017. The combined company will be named Knight-Swift Transportation Holdings Inc. ("Knight-Swift"). Knight is expected to be the accounting acquirer. Under the terms of the definitive agreement, each Swift share will convert into 0.72 shares of Knight-Swift by means of a reverse stock split. Each share of Knight will be exchanged for one Knight-Swift share. Based on the $30.65 closing price of Knight shares on April 7, 2017, the last trading day prior to the announcement, the implied value per share of Swift is $22.07 . Upon closing of the transaction, Swift stockholders will own approximately 54.0% and Knight stockholders will own approximately 46.0% of the combined company. Based on Knight’s closing share price on April 7, 2017, the number of combined company shares expected to be outstanding after closing and the combined net debt of Swift and Knight as of December 31, 2016, the combined company would have an implied enterprise value of approximately $6.0 billion . The merger agreement provides for certain termination rights for both Knight and Swift. Upon termination of the merger agreement under certain specified circumstances, Swift may be required to pay Knight a termination fee of $89.1 million and Knight may be required to pay Swift a termination fee of $75.3 million . In addition, if the merger agreement is terminated because of a failure of either Knight’s or Swift’s stockholders to approve the transactions contemplated by the merger agreement, the other party may be required to reimburse transaction expenses up to $10.0 million . Seasonality In the truckload industry, results of operations generally show a seasonal pattern. As customers ramp up for the year-end holiday season, the late third quarter and fourth quarter have historically been the Company's strongest volume periods. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower-volume quarter than the other three quarters. In recent years, the macro consumer buying patterns combined with shippers’ supply chain management, which historically contributed to the fourth quarter "peak" season, continued to evolve. As a result, the Company's fourth quarter 2016, 2015, and 2014 volumes were more evenly distributed throughout the quarter, rather than peaking early in the quarter. In the eastern and mid-western United States, and to a lesser extent in the western United States, the Company's equipment utilization typically declines and operating expenses generally increase during the winter season. This tends to be attributed to declines in fuel efficiency from engine idling and increases in accident frequency, claims, and equipment repairs from severe weather. The Company's revenue is directly related to shippers' available working days. As such, curtailed operations and vacation shutdowns around the holidays may affect the Company's revenue. From time to time, the Company also suffers short-term impacts from severe weather and similar events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions that could add volatility to, or harm, the Company's results of operations. Basis of Presentation The consolidated financial statements and footnotes included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . The consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. In management's opinion, these consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary for the fair presentation of the periods presented. Changes in Presentation Segment Reorganization — During the quarter ended March 31, 2017 , the Company reorganized its reportable segments to reflect management’s revised reporting structure of its Dedicated and Refrigerated (formerly “Swift Refrigerated”) reportable segments. In connection with the reorganization, the operations of the Company's dedicated grocery line of business, which were previously reported within the Company’s Dedicated segment, are now reported within the Company's Refrigerated segment. This resulted in all temperature-controlled lines of business reporting under the Refrigerated segment. Prior periods have been retrospectively adjusted to align with the current period presentation. Recently Adopted Accounting Pronouncement — In March 2016, FASB issued ASU 2016-09, Improvements to Employee Share-based Payment Accounting , which amended ASC 718, Compensation – Stock Compensation. The amendments in this ASU are intended to simplify various aspects of accounting for stock-based compensation, including income tax consequences, classification of awards as equity or liability, as well as classification of activities within the statement of cash flows. For public business entities, the amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2016, and the interim periods within those fiscal years. The Company adopted this guidance during the quarter ended March 31, 2017 . The amendments that affected the Company's financial statements are discussed below. • Accounting for Income Tax Benefits/Deficiencies : All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Modified retrospective application is required, by means of a cumulative-effect adjustment to equity. Upon adoption, the Company reclassified approximately $16.8 million in historical net tax benefit/deficiency amounts previously recorded within "Additional paid-in capital" into "Accumulated deficit." Starting January 1, 2017, tax benefit/deficiency amounts are recorded in "Income tax expense" in the consolidated income statements. • Classification of Excess Tax Benefits on the Statement of Cash Flows : Excess tax benefits should be classified along with other income tax cash flows as an operating activity. Application is permitted to be prospective or retrospective. GAAP previously required classification within cash flows from financing activities. The Company retrospectively adjusted the year-to-date June 30, 2016 statement of cash flows to align with the current period presentation by increasing cash flows from operating activities by $0.5 million and correspondingly decreasing cash flows from financing activities by $0.5 million , reflecting the amount of excess tax benefits previously presented for that period. • Forfeitures : An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (prior GAAP) or account for forfeitures when they occur. Modified retrospective application is required, by means of a cumulative-effect adjustment to equity. Upon adoption, the Company transitioned to accounting for forfeitures when they occur. This resulted in approximately a $0.4 million (net of income tax) cumulative-effect adjustment to retained earnings/accumulated deficit to catch-up the previously unrecognized stock-based compensation associated with historical assumed forfeiture rates. Starting January 1, 2017, forfeitures are recorded as adjustments to stock-based compensation as they occur. • Classification of Employee Taxes Paid on the Statement of Cash Flows When an Employer Withholds Shares for Tax-withholding purposes : Cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. Retrospective application is required. I n 2016, the Company began allowing certain members of management to have shares withheld for taxes when their restricted stock awards and performance units vest. As such, upon adopting the amendments in this ASU, the Company reclassified the amounts out of cash flows from operating activities and into cash flows from financing activities for year-to-date June 30, 2016 to align with the current period presentation. For year-to-date June 30, 2016 , the amount was approximately $0.4 million . |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements, Not Yet Adopted | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements, Not Yet Adopted Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact May 2016 2016-12: Revenue from Contracts with Customers (Topic 606) – Narrow-scope Improvements and Practical Expedients The amendments in this ASU clarify certain aspects regarding the collectibility criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption. January 2018, Modified retrospective Currently under evaluation (1) April 2016 2016-10: Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) March 2016 2016-08: Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) February 2016 2016-02: Leases (Topic 842) The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance. January 2019, Modified retrospective Currently under evaluation; expected to be material, but not yet quantifiable. August 2015 2015-14: Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017. January 2018, Modified retrospective Currently under evaluation (1) ____________ (1) Management is in the diagnostic phase of assessing the financial and business impacts of implementing ASC Topic 606, Revenue from Contracts with Customers , including identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, and developing a preliminary assessment. Based upon these preliminary procedures, management anticipates that the following key considerations will impact the Company's accounting and reporting under the new standard: • identification of what constitutes a contract in Swift's business practices, • variability in individual contracts, such as customer-specific terms that may vary from the master agreement, • principal versus agent determinations, • timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred), • single versus multiple performance obligations, • new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation), • disaggregation of revenue by category within segments, and • others. Management expects that there will also be changes in sales, contracting, accounting, reporting, tax, debt covenants, and other business processes, policies, and controls, as a result of implementing ASC Topic 606. The Company is currently implementing a new ERP system and transacting a merger (as discussed in Note 1), which will also affect the implementation process. Based on the information currently available from the diagnostic phase, management cannot yet determine the quantitative impact on the financial statements; however, the impact is expected to be immaterial (potentially with changes only to the timing of revenue recognition between reportable periods, as well as changes in the requirements for accounting policy and other new disclosures). The Company is transitioning into the design and planning phase of implementing ASC Topic 606. Since management is continuing to evaluate the impact of ASC Topic 606, disclosures around their preliminary assessments are subject to change. |
Restricted Investments
Restricted Investments | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Investments [Abstract] | |
Restricted Investments | Restricted Investments The following table presents the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company’s restricted investments: June 30, 2017 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) United States corporate securities $ 16,056 $ — $ (12 ) $ 16,044 Municipal bonds 4,689 1 (1 ) 4,689 Negotiable certificate of deposits 1,280 — — 1,280 Restricted investments, held to maturity $ 22,025 $ 1 $ (13 ) $ 22,013 December 31, 2016 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) United States corporate securities $ 16,432 $ — $ (23 ) $ 16,409 Municipal bonds 4,760 — (6 ) 4,754 Negotiable certificate of deposits 1,525 — — 1,525 Restricted investments, held to maturity $ 22,717 $ — $ (29 ) $ 22,688 Refer to Note 14 for additional information regarding fair value measurements of restricted investments. As of June 30, 2017 , the contractual maturities of the restricted investments were one year or less. There were 26 securities and 42 securities that were in an unrealized loss position for less than twelve months as of June 30, 2017 and December 31, 2016 , respectively. The Company did not recognize any impairment losses for year-to-date June 30, 2017 or 2016 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets There were no goodwill impairments recorded year-to-date June 30, 2017 or 2016 . Other intangible asset balances were as follows: June 30, December 31, (In thousands) Customer Relationships: Gross carrying value $ 275,324 $ 275,324 Accumulated amortization (198,463 ) (190,056 ) Customer relationships, net 76,861 85,268 Trade Name: Gross carrying value 181,037 181,037 Intangible assets, net $ 257,898 $ 266,305 The following table presents amortization of intangible assets related to the 2007 Transactions and intangible assets existing prior to the 2007 Transactions: Quarter Ended June 30, Year-to-Date June 30, 2017 2016 2017 2016 (In thousands) Amortization of intangible assets related to the 2007 Transactions $ 3,912 $ 3,912 $ 7,824 $ 7,824 Amortization related to intangible assets existing prior to the 2007 Transactions 291 291 583 583 Amortization of intangibles $ 4,203 $ 4,203 $ 8,407 $ 8,407 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate — The effective tax rate for the quarter ended June 30, 2017 was 37.3% , which was higher than management's expectation of 36.0% . The difference was primarily due to transaction costs relating to the merger with Knight capitalized for tax purposes, partially offset by benefits relating to stock compensation deductions recognized as discrete items in the quarter. Refer to Note 1 for further details regarding the Company's merger with Knight. The effective tax rate for the quarter ended June 30, 2016 was 34.4% , which was lower than management's expectation of 37.5% , primarily due to additional Federal income tax credits realized as discrete items in the quarter. The year-to-date June 30, 2017 effective tax rate was 36.4% , which was higher than management's expectation of 36.0% . The difference was primarily due to transaction costs relating to the merger with Knight capitalized for tax purposes, partially offset by benefits relating to stock compensation deductions recognized as discrete items in the period. The year-to-date June 30, 2016 effective tax rate was 32.5% , which was lower than management's expectation of 37.5% , primarily due to certain income tax credits in the Company's foreign and domestic subsidiaries and a reduction in the uncertain tax position reserve, realized as discrete items. Interest and Penalties — Accrued interest and penalties related to unrecognized tax benefits as of June 30, 2017 and December 31, 2016 were approximately $0.4 million and $0.4 million , respectively. The Company does not anticipate a decrease of unrecognized tax benefits during the next twelve months . Tax Examinations — Certain of the Company’s subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2012 through 2015 . At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Years subsequent to 2012 remain subject to examination. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 6 Months Ended |
Jun. 30, 2017 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Accounts Receivable Securitization On December 10, 2015, SRCII, a wholly-owned subsidiary of the Company, entered into the 2015 RSA, which further amended the 2013 RSA. The parties to the 2015 RSA include SRCII as the seller, Swift Transportation Services, LLC as the servicer, the various conduit purchasers, the various related committed purchasers, the various purchaser agents, the various letters of credit participants, and PNC Bank, National Association as the issuing bank of letters of credit and as administrator. Pursuant to the 2015 RSA, the Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII. In turn, SRCII sells a variable percentage ownership interest in the eligible accounts receivable to the various purchasers. The facility qualifies for treatment as a secured borrowing under ASC Topic 860, Transfers and Servicing. As such, outstanding amounts are classified as liabilities on the Company’s consolidated balance sheets. Refer to Note 14 for information regarding the fair value of the 2015 RSA. As of June 30, 2017 and December 31, 2016 , interest accrued on the aggregate principal balance at a rate of 1.8% and 1.3% , respectively. Program fees and unused commitment fees are recorded in "Interest expense" in the consolidated income statements. The Company incurred program fees of $1.6 million and $1.0 million related to the 2015 RSA during the quarter ended June 30, 2017 and 2016 , respectively. The Company incurred program fees of $3.0 million and $1.9 million related to the 2015 RSA during year-to-date June 30, 2017 and 2016 , respectively. The 2015 RSA is subject to customary fees and contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the Purchasers in the facility and are unavailable to satisfy claims of the Company and its subsidiaries. |
Debt And Financing
Debt And Financing | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt And Financing | Debt and Financing Other than the Company’s accounts receivable securitization, as discussed in Note 6 , and its outstanding capital lease obligations as discussed in Note 9 , the Company's long-term debt consisted of the following: June 30, December 31, (In thousands) Term Loan A, due July 2020, net of $1,151 and $1,338 DLCs as of June 30, 2017 and December 31, 2016, respectively (1) $ 448,849 $ 492,912 Other 3,838 8,893 Long-term debt 452,687 501,805 Less: current portion of long-term debt (3,419 ) (8,459 ) Long-term debt, less current portion $ 449,268 $ 493,346 June 30, December 31, (In thousands) Long-term debt $ 452,687 $ 501,805 Revolver, due July 2020 (1) (2) — 130,000 Long-term debt, including revolving line of credit $ 452,687 $ 631,805 ____________ (1) Refer to Note 14 for information regarding the fair value of long-term debt. (2) The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $89.4 million at June 30, 2017 and $97.0 million at December 31, 2016 . Credit Agreement On July 27, 2015, the Company entered into the 2015 Agreement, which includes a Revolver and a Term Loan A. The following table presents the key terms of the 2015 Agreement: Description Term Loan A Revolver (2) (Dollars in thousands) Maximum borrowing capacity $680,000 $600,000 Final maturity date July 27, 2020 July 27, 2020 Interest rate base LIBOR LIBOR LIBOR floor —% —% Interest rate minimum margin (1) 1.50% 1.50% Interest rate maximum margin (1) 2.25% 2.25% Minimum principal payment – amount (3) $6,625 $— Minimum principal payment – frequency Quarterly Once Minimum principal payment – commencement date (3) December 31, July 27, ____________ (1) The interest rate margin for the Term Loan A and Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2017 , interest accrued at 2.62% on the Term Loan A and 2.49% on the Revolver. As of December 31, 2016, interest accrued at 2.18% on the Term Loan A and 2.18% on the Revolver. (2) The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio and ranges from 0.25% to 0.35% . As of June 30, 2017 , commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50% . As of December 31, 2016, commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50% . (3) Commencing in March 2017, the minimum required quarterly payment amount on the Term Loan A was $12.3 million , at which it would have remained until final maturity. However, as of January 2017, the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. The Revolver and Term Loan A of the 2015 Agreement contain certain financial covenants with respect to a maximum leverage ratio and a minimum consolidated interest coverage ratio. The 2015 Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2015 Agreement includes customary events of default, including a change in control default and certain affirmative and negative covenants, including, but not limited to, restrictions, subject to certain exceptions, on incremental indebtedness, asset sales, certain restricted payments (including dividends and stock repurchases), certain incremental investments or advances, transactions with affiliates, engagement in additional business activities, and prepayment of certain other indebtedness. The anticipated merger with Knight discussed in Note 1 is not expected to be deemed a change in control, as defined in the 2015 Agreement. Borrowings under the 2015 Agreement are secured by substantially all of the assets of the Company and are guaranteed by Swift Transportation Company, IEL, Central Refrigerated Transportation, LLC and its subsidiaries, and Swift Transportation Co., LLC and its domestic subsidiaries (other than its captive insurance subsidiaries, driver academy subsidiary, and its bankruptcy-remote special purpose subsidiary). |
Deferred Loan Costs
Deferred Loan Costs | 6 Months Ended |
Jun. 30, 2017 | |
Debt Issuance Costs, Net [Abstract] | |
Deferred Loan Costs | Deferred Loan Costs The following table presents the classification of DLCs in the Company's consolidated balance sheets: June 30, December 31, (In thousands) ASSETS: Other assets $ 1,005 $ 1,169 LIABILITIES: Long-term debt, less current portion 1,151 1,338 Accounts receivable securitization 536 715 Total DLCs $ 2,692 $ 3,222 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Leases | Leases The Company finances a portion of its revenue equipment under capital and operating leases and certain terminals under operating leases. Capital Leases (as Lessee) — The Company’s capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to make the balloon payment at the end of the lease term. Certain leases contain renewal or fixed price purchase options. The present value of obligations under capital leases is included under "Current portion of capital lease obligations" and "Capital lease obligations, less current portion" in the consolidated balance sheets. As of June 30, 2017 , the leases were collateralized by revenue equipment with a cost of $260.8 million and accumulated amortization of $78.9 million . As of December 31, 2016 , the leases were collateralized by revenue equipment with a cost of $319.8 million and accumulated amortization of $97.0 million . Amortization of equipment under capital leases is included in "Depreciation and amortization of property and equipment" in the Company’s consolidated income statements. Operating Leases (as Lessee) — Rent expense related to operating leases was $57.4 million and $57.1 million for the quarter ended June 30, 2017 and 2016 , respectively. Year-to-date June 30, 2017 and 2016 rent expense related to operating leases was $113.1 million and $113.3 million , respectively. |
Purchase Commitments
Purchase Commitments | 6 Months Ended |
Jun. 30, 2017 | |
Long-term Commitment (Excluding Unconditional Purchase Obligation) [Abstract] | |
Purchase Commitments | Purchase Commitments As of June 30, 2017 , the Company's outstanding commitments to acquire revenue equipment were as follows: • remainder of 2017 : $276.0 million ( $208.2 million of which were tractor commitments), and • thereafter: none . The Company typically has the option to cancel tractor purchase orders with 60 to 90 days' notice prior to the scheduled production, although there is a certain group of tractors we are committed to purchase in 2017 that cannot be canceled (even with advance notice). The notice period to cancel currently committed tractor purchase orders has lapsed for 90.7% of the total tractor commitments outstanding as of June 30, 2017 . Purchases are expected to be financed by the combination of operating leases, capital leases, debt, proceeds from sales of existing equipment, and cash flows from operations. As of June 30, 2017 , the Company's outstanding purchase commitments to acquire facilities, information technology, and other non-revenue equipment were as follows: • remainder of 2017 : $6.6 million • 2018 and 2019: $8.8 million , • 2020 and 2021: $3.5 million , and • thereafter: $0.4 million . Factors such as potential future terminal expansions and changes in information technology infrastructure may change the amount of such expenditures. |
Contingencies and Legal Proceed
Contingencies and Legal Proceedings | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Proceedings | Contingencies and Legal Proceedings Accounting Policy The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers' compensation, auto collision and liability, physical damage, and cargo damage. The Company accrues for the uninsured portion of claims losses and the gross amount of other losses when the likelihood of the loss is probable and the amount of the loss is reasonably estimable. These accruals are based on management's best estimate within a possible range of loss. When there is no amount within the range of loss that appears to be a better estimate than any other amount, then management accrues to the low end of the range. Legal fees are expensed as incurred. When it is reasonably possible that exposure exists in excess of the related accrual (which could be no accrual), management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. If the likelihood of a loss is remote, the Company does not accrue for the loss. However if the likelihood of a loss is remote, but it is at least reasonably possible that one or more future confirming events may materially change management's estimate within twelve months from the date of the financial statements, management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. Legal Proceedings Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. For the matters below, an estimate of the possible loss or range of loss cannot be determined for certain cases because, among other reasons, (1) the proceedings are in various stages that do not allow for assessment; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals; and/or (5) there are significant factual issues to be resolved. Based on currently available information, and in certain cases, advice of outside counsel, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the Company's overall financial position, after taking into consideration any existing accruals. However, actual outcomes could be material to the Company's operating results or liquidity for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS Aggregate information regarding accruals for the below employee compensation and pay practices matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $0.5 million $— - $— For certain matters, it is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated. For those matters, no accrual has been made. California Wage, Meal, and Rest: Driver Class Actions The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in John Burnell (1) Swift Transportation Co., Inc March 22, 2010 United States District Court for the Central District of California James R. Rudsell (1) Swift Transportation Co. of Arizona, LLC and Swift Transportation Company April 5, 2012 United States District Court for the Central District of California Lawrence Peck (1) Swift Transportation Co. of Arizona, LLC September 25, 2014 United States District Court for the Central District of California Lawrence Peck (1)(2) Swift Transportation Co. of Arizona, LLC, et al. November 20, 2014 Superior Court of California, County of Riverside Sadashiv Mares (1) Swift Transportation Co. of Arizona, LLC February 27, 2015 United States District Court for the Central District of California Rafael McKinsty (1) Swift Transportation Co. of Arizona, LLC, et al. April 15, 2015 United States District Court for the Central District of California Thor Nilsen (1) Swift Transportation Co. of Arizona, LLC October 15, 2015 United States District Court for the Central District of California Recent Developments and Current Status Before and during 2016, the Rudsell, Peck, Peck PAGA, Mares, McKinsty, and Nilsen complaints were stayed, pending resolution of earlier-filed cases. In May 2016, the Burnell plaintiffs were denied class certification. Their subsequent petition to appeal the decertification order was also denied. Following the Burnell plaintiffs' failure to certify the class, the stays on certain cases were lifted. The Peck case is currently in discovery. The parties in the Mares and McKinsty cases completed class certification briefing during the first half of 2017. On May 15, 2017, the court held oral argument on both the Mares and McKinsty Motions for Class Certification. On May 23, 2017, the court denied the Mares Motion for Class Certification. The Mares plaintiffs have filed a petition with the Ninth Circuit Court of Appeals to appeal the court’s denial of class certification. On July 13, 2017, the court denied the McKinsty Motion for Class Certification. Based on the current procedural nature of the cases, the final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. California Wage, Meal, and Rest: Yard Hostler Class Actions The plaintiffs, representing yard hostlers employed by the Company in California, generally allege one or more of the following: that the Company 1) failed to pay minimum wage; 2) failed to pay overtime and doubletime wages required by California law; 3) failed to provide accurate, itemized wage statements; 4) failed to timely pay wages upon separation from employment; 5) failed to reimburse for business expenses; and 6) failed to provide proper meal and rest periods. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Grant Fritsch (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Company January 28, 2016 Superior Court of California, County of San Bernardino Bill Barker, Tab Bachman, and William Yingling (1) Swift Transportation Company of Arizona, LLC April 1, 2016 United States District Court for the Eastern District of California Recent Developments and Current Status On July 17, 2017, the Fritsch plaintiffs filed their motion for class certification. The Barker complaint is currently in discovery. The Company retains all of its defenses against liability and damages related to these lawsuits. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of these matters and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Arizona Fair Labor Standards Act Class Action The plaintiff alleges that the Company violated the FLSA by failing to pay its trainee drivers minimum wage for all work performed and by failing to pay overtime. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Pamela Julian (1) Swift Transportation Inc., et al. December 29, 2015 United States District Court for the District of Arizona Recent Developments and Current Status In March 2016, the Company filed a motion to dismiss the plaintiff's overtime claims, which was granted by the district court in May 2016. The parties completed briefing on the plaintiff's Motion for Conditional Class Certification and are awaiting a ruling on the Motion from the Court. The Company retains all of its defenses against liability and damages for the remaining claims. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Washington Overtime Class Actions The plaintiffs allege one or more of the following, pertaining to Washington state-based drivers: that the Company 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Troy Slack (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation September 9, 2011 United States District Court for the Western District of Washington Julie Hedglin (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation January 14, 2016 United States District Court for the Western District of Washington Recent Developments and Current Status The parties in the Slack matter recently completed dispositive motion briefing. On June 15, 2017, the parties engaged in a mediation, but it was unsuccessful. The case is scheduled for trial in September 2017. The parties in the Hedglin matter will be preparing class certification briefing beginning in August 2017. The Company retains all of its defenses against liability and damages for both matters. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is probable. ___________ (1) Individually and on behalf of all others similarly situated. (2) Peck Private Attorneys General Act ("PAGA") complaint. OWNER-OPERATOR MATTERS Aggregate information regarding accruals for the below owner-operator matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $36.7 million $— - $— For certain matters, it is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated. For those matters, no accrual has been made. Arizona Owner-operator Class Action The putative class alleges that the Company improperly compensated owner-operators (later expanding the class to include employee drivers) using the contracted and industry standard remuneration based upon dispatched miles, instead of using a method of calculating mileage that the plaintiffs allege would be more accurate. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Leonel Garza (1) Swift Transportation Co., Inc. January 30, 2004 Maricopa County Superior Court Recent Developments and Current Status The original trial court's decision was to deny class certification of the owner-operators, which was reversed and reinstated several times by various courts prior to 2016. The class is currently certified, based on an appellate court's decision from July 2016. The Company filed a petition for review with the Arizona Supreme Court in August 2016, which was denied in January 2017. The matter will now proceed in the Maricopa County Superior Court. The final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Ninth Circuit Owner-operator Misclassification Class Action The putative class alleges that the Company misclassified owner-operators as independent contractors in violation of the FLSA and various state laws, and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood (1) Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew December 22, 2009 Unites States District Court of Arizona and Ninth Circuit Court of Appeals Recent Developments and Current Status For several years, the parties have been arguing over the proper venue in which to proceed. The plaintiffs argue that they signed contracts of employment, thus exempting them from arbitration under the Federal Arbitration Act, and claim that their case should be heard in court by a judge. The Company takes the position that these individuals signed independent contractor agreements and therefore can properly be required to submit their claims to arbitration. In January 2017, the district court issued an order finding that the plaintiffs had signed contracts of employment and thus the case could properly proceed in court. The Company has appealed this decision to the Ninth Circuit and the district court stayed the proceedings, pending resolution of the appeal. The Company intends to vigorously defend against any proceedings. The final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Utah Collective and Individual Arbitration The plaintiffs allege that the Central Parties (defined below) misclassified owner-operator drivers as independent contractors and were therefore liable to these drivers for minimum wages and other employee benefits under the FLSA. The complaint also alleges a federal forced labor claim under U.S.C. §1589 and §1595, as well as fraud and other state-law claims. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Gabriel Ciluffo, Kevin Shire, and Bryan Ratterree (1) Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (the "Central Parties"), as well as Swift Transportation Company June 1, 2012 American Arbitration Association Recent Developments and Current Status In June 2016, mediation commenced, but there was ultimately no settlement of the matter. In October 2016, the arbitrator ruled that approximately 1,300 Central Refrigerated Service, Inc. drivers were improperly classified as independent contractors, when they should have been classified and compensated as employees. The arbitrator ruled that damages could ultimately be assessed in a collective proceeding and denied the Company's motion to decertify the collective proceeding. Based upon the October 2016 arbitration ruling, the Company increased its legal accrual related to this matter for the quarter ended September 30, 2016. On April 14, 2017, the Company proposed a tentative settlement arrangement, which was finalized by and between the parties on April 28, 2017, subject to final court approval. As such, the Company further increased its legal accrual for the quarter ended March 31, 2017. The likelihood that a loss has been incurred is probable. ___________ (1) Individually and on behalf of all others similarly situated. EMPLOYEE HIRING PRACTICES MATTERS Aggregate information regarding accruals for the below employee hiring practices matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $— $— - $— It is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated for these matters. Indiana Fair Credit Reporting Act Class Action The plaintiff alleges that Central Refrigerated Service, Inc. violated the Fair Credit Reporting Act by failing to provide job applicants with adverse action notices and copies of their consumer reports and statements of rights. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Melvin Banks (1) Central Refrigerated Service, Inc. March 18, 2015 United States District Court for the District of Utah Recent Developments and Current Status On May 2, 2017, the court certified the class. The parties will next move into merits discovery. The Company retains all of its defenses against liability and damages. Additionally, the Company intends to vigorously defend against the merits of the claims. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. California Class and Collective Action for Pre-employment Physical Testing The plaintiff alleges that pre-employment tests of physical strength administered by a third party on behalf of Central Refrigerated Service, Inc. had an unlawfully discriminatory impact on female applicants and applicants over the age of 40. The suit seeks damages under Title VII of the Civil Rights Act of 1964, the age Discrimination Act, and parallel California state law provisions, including the California Fair Employment and Housing Act. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Robin Anderson (1) Central Refrigerated Service, Inc., Workwell Systems, Inc., and Swift Transportation Company October 6, 2014 United States District Court for the Central District of California Recent Developments and Current Status Litigation is at a very preliminary stage and no trial date has been set. The plaintiff's renewed motion for class certification was denied by the court on July 6, 2017. The Company intends to vigorously defend against the merits of the plaintiff's claims and to oppose certification of any class of plaintiffs. The final disposition of this case and the financial impact cannot be determined at this time. The likelihood that a loss has been incurred is remote. ___________ (1) Individually and on behalf of all others similarly situated. SHAREHOLDER MATTERS Aggregate information regarding accruals for the below shareholder matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $— $— - $— It is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated for these matters. Securities Trading Policy Civil Lawsuit The complaint, initially filed as a confidential filing, is a purported derivative action alleging that the individual members of the Company's Board breached their fiduciary duties related to the Company's administration of its Securities Trading Policy and certain compensation actions related to Jerry Moyes. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Shiva Stein (1) Jerry Moyes et al. and Swift Transportation Company as nominal defendant February 9, 2017 Court of Chancery of the State of Delaware Recent Developments and Current Status The Company filed a motion to dismiss the case, which was fully briefed and argued before the court. On July 19, 2017, the court dismissed the case. The likelihood that a loss has been incurred is remote. Complaints Regarding the Knight-Swift Merger The plaintiffs are company shareholders who allege that the defendants violated federal securities laws by filing a false and misleading Form S-4 Registration Statement with the SEC in connection with the proposed merger between the Company and Knight Transportation, Inc. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Matthew Sciabacucchi Swift Transportation Company, Richard H. Dozer, Glenn Brown, José Cárdenas, Jerry Moyes, William Riley III, David Vander Ploeg, Bishop Merger Sub, Inc., and Knight Transportation, Inc. May 31, 2017 United States District Court for the District of Arizona Gaylen A. Peterson Swift Transportation Company, Richard H. Dozer, Glenn Brown, José Cárdenas, Jerry Moyes, William Riley III, and David Vander Ploeg June 29, 2017 United States District Court for the District of Arizona Recent Developments and Current Status The Company has been served with the complaint for the Sciabacucchi matter and is in the process of preparing a response. The final disposition of these matters and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is probable, but not yet estimable. ___________ (1) Derivatively on behalf of Swift Transportation Company Other Contingencies Demand for Inspection of Books and Records — During 2016, the Company received several shareholder demands requesting to inspect the Company's books and records, pursuant to Section 220 of the Delaware General Corporation Law ("Section 220"). The demands relate to the shareholders' alleged investigation pertaining to whether the Board and Jerry Moyes have breached their fiduciary duties with respect to matters that have been publicly disclosed concerning the Company's securities trading policy, limitations on the pledging of Company stock on margin, share repurchases, the status of Board members as independent directors, and other related matters. The Company has responded to the shareholders' requests received thus far. See related stockholder derivative lawsuit, above: Shiva Stein derivatively on behalf of Swift Transportation Company v. Jerry Moyes et al. and Swift Transportation Company as nominal defendant. In February 2017, the Company received a shareholder demand under Section 220 for books and records related to an alleged investigation into whether the Board breached its fiduciary duties in connection with the September 8, 2016 retirement agreement between the Company and Mr. Moyes. The Company has responded to this request. Any future disposition or resolution of these matters cannot be determined at this time. Environmental The Company's tractors and trailers are involved in motor vehicle accidents, and experience damage, mechanical failures, and cargo issues as an incidental part of its normal course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil, or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of June 30, 2017 , the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $1.0 million in the aggregate for all current and prior year claims. |
Share Repurchase Programs
Share Repurchase Programs | 6 Months Ended |
Jun. 30, 2017 | |
Class of Stock Disclosures [Abstract] | |
Share Repurchase Programs | Share Repurchase Programs The following table presents the Company's repurchases of its Class A common stock under the respective share repurchase programs, net of advisory fees: Quarter Ended June 30, Year-to-Date June 30, Share Repurchase Program 2016 2016 Authorized Amount Board Approval Date Shares Amount Shares Amount (In thousands) $100,000 September 24, 2015 — $ — 2,221 $ 30,000 $150,000 February 22, 2016 2,828 $ 45,000 3,731 $ 60,000 2,828 $ 45,000 5,952 $ 90,000 No share repurchases were made year-to-date June 30, 2017 . As of June 30, 2017 and December 31, 2016 , $62.9 million of shares remained available under the $150.0 million share repurchase program and no shares remained available under the $100.0 million share repurchase program. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 6 Months Ended |
Jun. 30, 2017 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |
Weighted Average Shares Outstanding | Weighted Average Shares Outstanding The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Quarter Ended June 30, Year-to-Date June 30, 2017 2016 2017 2016 (In thousands) Basic weighted average common shares outstanding 133,544 134,439 133,347 135,476 Dilutive effect of stock options 963 1,212 1,018 1,269 Diluted weighted average common shares outstanding 134,507 135,651 134,365 136,745 Anti-dilutive shares excluded from the dilutive-effect calculation (1) 86 637 152 643 ____________ (1) Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments: June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments (1) $ 22,025 $ 22,013 $ 22,717 $ 22,688 Financial Liabilities: Term Loan A, due July 2020 (2) 448,849 450,000 492,912 494,250 2015 RSA, due January 2019 (3) 294,464 295,000 279,285 280,000 Revolver, due July 2020 — — 130,000 130,000 ____________ The carrying amounts of the financial instruments shown in the table are included in the consolidated balance sheets, as follows: (1) Restricted investments are included in "Restricted investments, held to maturity, amortized cost." (2) Carrying value is net of $1.2 million and $1.3 million DLCs as of June 30, 2017 and December 31, 2016 , respectively. The Term Loan A is included in "Long-term debt, less current portion," as the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. (3) Carrying value is net of $0.5 million and $0.7 million DLCs as of June 30, 2017 and December 31, 2016 , respectively. Recurring Fair Value Measurements — As of June 30, 2017 and December 31, 2016 , no major categories of assets or liabilities included in the Company's consolidated balance sheets at estimated fair value were measured on a recurring basis. Nonrecurring Fair Value Measurements — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of June 30, 2017 and December 31, 2016 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gains (Losses) (In thousands) As of June 30, 2017 Equipment (1) $ 625 $ — $ — $ 625 $ (187 ) As of December 31, 2016 Software (2) $ — $ — $ — $ — $ (520 ) Equipment (3) 1,963 — — 1,963 (250 ) ____________ (1) During the quarter ended June 30, 2017, management reassessed the fair value of certain IEL tractors, which had a total book value of $0.8 million , determining that there was a pre-tax impairment loss of $0.2 million . The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement. (2) During the three months ended December 31, 2016, certain operations software related to the Company's logistics business was determined to be fully impaired based on a significant decrease in the expected useful life of the software. This resulted in a pre-tax impairment loss of $0.5 million , which was recorded in "Impairments" within operating income in the consolidated income statement. (3) During the three months ended December 31, 2016, management reassessed the fair value of certain IEL tractors, which had a total book value of $2.2 million , determining that there was a pre-tax impairment loss of $0.3 million . The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement. As of June 30, 2017 and December 31, 2016 , there were no liabilities on the Company's consolidated balance sheets estimated at fair value that were measured on a nonrecurring basis. |
Jerry Moyes' Retirement
Jerry Moyes' Retirement | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Jerry Moyes' Retirement | Jerry Moyes' Retirement In conjunction with the Company's September 8, 2016 announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, the Company entered into an agreement with Mr. Moyes to memorialize the terms of his retirement. The Company contracted with Mr. Moyes to serve as a non-employee consultant from January 1, 2017 through December 31, 2019 , during which time the Company will pay Mr. Moyes a monthly consulting fee of $0.2 million in cash. Additionally, the Company modified the vesting terms and forfeiture conditions of Mr. Moyes' previously-granted equity awards. As a result of the terms of the agreement, the Company incurred a one-time expense in September 2016 of $7.1 million , consisting of $6.8 million in accrued consulting fees and $0.3 million for the impact of the equity award modifications. The amounts were included in "Salaries, wages, and employee benefits " within the non-reportable segments ' income statement. The following schedule is a rollforward of the accrued liability for the consulting fees: June 30, 2017 (In thousands) Accrued consulting fees – Jerry Moyes, December 31, 2016 (1) $ 6,675 Additions to accrual — Less: payments (1,025 ) Accrued consulting fees – Jerry Moyes, June 30, 2017 (1) $ 5,650 ____________ (1) The balance is included in "Other liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheet, based on the timing of the expected payments. The $0.3 million impact of the equity award modification is excluded from the accrual balance because it is classified as "Additional paid-in capital" in the consolidated balance sheet. |
Information by Segment and Geog
Information by Segment and Geography | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Information by Segment and Geography | Information by Segment and Geography Segment Information The Company’s four reportable operating segments are Truckload, Dedicated, Refrigerated (formerly "Swift Refrigerated"), and Intermodal. See Note 1 regarding the reorganization of the Company's Dedicated and Refrigerated segments. Truckload — The Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. This service utilizes both company and owner-operator tractors with dry van, flatbed, and other specialized trailing equipment. Dedicated — Through the Dedicated segment, the Company devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. This segment utilizes dry van, flatbed, and other specialized trailing equipment. Refrigerated — This segment primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations. Intermodal — The Intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations. Non-reportable Segments — The non-reportable segments include the Company's logistics and freight brokerage services, as well as support services that its subsidiaries provide to customers and owner-operators, including repair and maintenance shop services, equipment leasing, and insurance. Intangible amortization related to the 2007 Transactions, certain legal settlements and reserves, and certain other corporate expenses are also included in the non-reportable segments. Intersegment Eliminations — Certain operating segments provide transportation and related services for other affiliates outside their reportable segment. Revenues for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time, based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results. The following tables present the company's financial information by segment: Quarter Ended June 30, Year-to-Date June 30, 2017 2016 (recast) 2017 2016 (recast) Operating revenue: (In thousands) Truckload $ 492,241 $ 517,593 $ 973,787 $ 1,010,115 Dedicated 157,727 146,119 308,563 289,030 Refrigerated 182,859 178,162 360,350 347,850 Intermodal 92,155 90,066 178,388 172,614 Subtotal 924,982 931,940 1,821,088 1,819,609 Non-reportable segments 83,818 99,315 166,532 198,563 Intersegment eliminations (15,742 ) (19,401 ) (30,731 ) (38,495 ) Consolidated operating revenue $ 993,058 $ 1,011,854 $ 1,956,889 $ 1,979,677 Quarter Ended June 30, Year-to-Date June 30, 2017 2016 (recast) 2017 2016 (recast) Operating income (loss): (In thousands) Truckload $ 29,280 $ 50,475 $ 45,197 $ 86,762 Dedicated 18,983 20,518 30,596 39,259 Refrigerated 8,290 12,735 1,955 17,520 Intermodal 1,499 903 1,390 (2,005 ) Subtotal 58,052 84,631 79,138 141,536 Non-reportable segments (5,891 ) (10,426 ) (11,392 ) (14,848 ) Consolidated operating income $ 52,161 $ 74,205 $ 67,746 $ 126,688 Quarter Ended June 30, Year-to-Date June 30, 2017 2016 (recast) 2017 2016 (recast) Depreciation and amortization of property and equipment: (In thousands) Truckload $ 28,098 $ 30,570 $ 60,032 $ 61,853 Dedicated 12,427 11,773 25,509 23,790 Refrigerated 8,234 8,421 17,241 17,396 Intermodal 2,906 2,820 5,861 5,999 Subtotal 51,665 53,584 108,643 109,038 Non-reportable segments 10,688 11,104 21,479 22,601 Consolidated depreciation and amortization of property and equipment $ 62,353 $ 64,688 $ 130,122 $ 131,639 Geographical Information In aggregate, operating revenue from the Company's foreign operations was less than 5.0% of consolidated operating revenue for the quarter ended and year-to-date June 30, 2017 and 2016 . Additionally, long-lived assets on the Company's foreign subsidiaries' balance sheets were less than 5.0% of consolidated total assets as of June 30, 2017 and December 31, 2016 . |
Accounting Policies Contingenci
Accounting Policies Contingencies and Legal Proceedings (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Contingencies and Legal Proceedings, Policy | The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers' compensation, auto collision and liability, physical damage, and cargo damage. The Company accrues for the uninsured portion of claims losses and the gross amount of other losses when the likelihood of the loss is probable and the amount of the loss is reasonably estimable. These accruals are based on management's best estimate within a possible range of loss. When there is no amount within the range of loss that appears to be a better estimate than any other amount, then management accrues to the low end of the range. Legal fees are expensed as incurred. When it is reasonably possible that exposure exists in excess of the related accrual (which could be no accrual), management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. If the likelihood of a loss is remote, the Company does not accrue for the loss. However if the likelihood of a loss is remote, but it is at least reasonably possible that one or more future confirming events may materially change management's estimate within twelve months from the date of the financial statements, management discloses an estimate of the possible loss or range of loss, unless an estimate cannot be determined. |
Recently Issued Accounting Pr23
Recently Issued Accounting Pronouncements, Not Yet Adopted (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Table Text Block] | Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact May 2016 2016-12: Revenue from Contracts with Customers (Topic 606) – Narrow-scope Improvements and Practical Expedients The amendments in this ASU clarify certain aspects regarding the collectibility criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption. January 2018, Modified retrospective Currently under evaluation (1) April 2016 2016-10: Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) March 2016 2016-08: Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net) The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance. January 2018, Modified retrospective Currently under evaluation (1) February 2016 2016-02: Leases (Topic 842) The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance. January 2019, Modified retrospective Currently under evaluation; expected to be material, but not yet quantifiable. August 2015 2015-14: Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017. January 2018, Modified retrospective Currently under evaluation (1) ____________ (1) Management is in the diagnostic phase of assessing the financial and business impacts of implementing ASC Topic 606, Revenue from Contracts with Customers , including identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, and developing a preliminary assessment. Based upon these preliminary procedures, management anticipates that the following key considerations will impact the Company's accounting and reporting under the new standard: • identification of what constitutes a contract in Swift's business practices, • variability in individual contracts, such as customer-specific terms that may vary from the master agreement, • principal versus agent determinations, • timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred), • single versus multiple performance obligations, • new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation), • disaggregation of revenue by category within segments, and • others. Management expects that there will also be changes in sales, contracting, accounting, reporting, tax, debt covenants, and other business processes, policies, and controls, as a result of implementing ASC Topic 606. The Company is currently implementing a new ERP system and transacting a merger (as discussed in Note 1), which will also affect the implementation process. Based on the information currently available from the diagnostic phase, management cannot yet determine the quantitative impact on the financial statements; however, the impact is expected to be immaterial (potentially with changes only to the timing of revenue recognition between reportable periods, as well as changes in the requirements for accounting policy and other new disclosures). The Company is transitioning into the design and planning phase of implementing ASC Topic 606. Since management is continuing to evaluate the impact of ASC Topic 606, disclosures around their preliminary assessments are subject to change. |
Restricted Investments (Tables)
Restricted Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Investments [Abstract] | |
Amortized Cost, Gross Unrealized Gains And Losses, Estimated Fair Value Of Fixed Maturity Securities | The following table presents the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company’s restricted investments: June 30, 2017 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) United States corporate securities $ 16,056 $ — $ (12 ) $ 16,044 Municipal bonds 4,689 1 (1 ) 4,689 Negotiable certificate of deposits 1,280 — — 1,280 Restricted investments, held to maturity $ 22,025 $ 1 $ (13 ) $ 22,013 December 31, 2016 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) United States corporate securities $ 16,432 $ — $ (23 ) $ 16,409 Municipal bonds 4,760 — (6 ) 4,754 Negotiable certificate of deposits 1,525 — — 1,525 Restricted investments, held to maturity $ 22,717 $ — $ (29 ) $ 22,688 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, net [Table Text Block] | Other intangible asset balances were as follows: June 30, December 31, (In thousands) Customer Relationships: Gross carrying value $ 275,324 $ 275,324 Accumulated amortization (198,463 ) (190,056 ) Customer relationships, net 76,861 85,268 Trade Name: Gross carrying value 181,037 181,037 Intangible assets, net $ 257,898 $ 266,305 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The following table presents amortization of intangible assets related to the 2007 Transactions and intangible assets existing prior to the 2007 Transactions: Quarter Ended June 30, Year-to-Date June 30, 2017 2016 2017 2016 (In thousands) Amortization of intangible assets related to the 2007 Transactions $ 3,912 $ 3,912 $ 7,824 $ 7,824 Amortization related to intangible assets existing prior to the 2007 Transactions 291 291 583 583 Amortization of intangibles $ 4,203 $ 4,203 $ 8,407 $ 8,407 |
Debt and Financing (Tables)
Debt and Financing (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances by Instrument [Table Text Block] | Other than the Company’s accounts receivable securitization, as discussed in Note 6 , and its outstanding capital lease obligations as discussed in Note 9 , the Company's long-term debt consisted of the following: June 30, December 31, (In thousands) Term Loan A, due July 2020, net of $1,151 and $1,338 DLCs as of June 30, 2017 and December 31, 2016, respectively (1) $ 448,849 $ 492,912 Other 3,838 8,893 Long-term debt 452,687 501,805 Less: current portion of long-term debt (3,419 ) (8,459 ) Long-term debt, less current portion $ 449,268 $ 493,346 June 30, December 31, (In thousands) Long-term debt $ 452,687 $ 501,805 Revolver, due July 2020 (1) (2) — 130,000 Long-term debt, including revolving line of credit $ 452,687 $ 631,805 ____________ (1) Refer to Note 14 for information regarding the fair value of long-term debt. (2) The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $89.4 million at June 30, 2017 and $97.0 million at December 31, 2016 . |
Schedule of Long-term Debt Instruments | The following table presents the key terms of the 2015 Agreement: Description Term Loan A Revolver (2) (Dollars in thousands) Maximum borrowing capacity $680,000 $600,000 Final maturity date July 27, 2020 July 27, 2020 Interest rate base LIBOR LIBOR LIBOR floor —% —% Interest rate minimum margin (1) 1.50% 1.50% Interest rate maximum margin (1) 2.25% 2.25% Minimum principal payment – amount (3) $6,625 $— Minimum principal payment – frequency Quarterly Once Minimum principal payment – commencement date (3) December 31, July 27, ____________ (1) The interest rate margin for the Term Loan A and Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2017 , interest accrued at 2.62% on the Term Loan A and 2.49% on the Revolver. As of December 31, 2016, interest accrued at 2.18% on the Term Loan A and 2.18% on the Revolver. (2) The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio and ranges from 0.25% to 0.35% . As of June 30, 2017 , commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50% . As of December 31, 2016, commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50% . (3) Commencing in March 2017, the minimum required quarterly payment amount on the Term Loan A was $12.3 million , at which it would have remained until final maturity. However, as of January 2017, the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. |
Deferred Loan Costs (Tables)
Deferred Loan Costs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Issuance Costs, Net [Abstract] | |
Debt Issuance Costs [Table Text Block] | The following table presents the classification of DLCs in the Company's consolidated balance sheets: June 30, December 31, (In thousands) ASSETS: Other assets $ 1,005 $ 1,169 LIABILITIES: Long-term debt, less current portion 1,151 1,338 Accounts receivable securitization 536 715 Total DLCs $ 2,692 $ 3,222 |
Contingencies and Legal Proce28
Contingencies and Legal Proceedings (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies by Contingency [Table Text Block] | Legal Proceedings Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. For the matters below, an estimate of the possible loss or range of loss cannot be determined for certain cases because, among other reasons, (1) the proceedings are in various stages that do not allow for assessment; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals; and/or (5) there are significant factual issues to be resolved. Based on currently available information, and in certain cases, advice of outside counsel, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the Company's overall financial position, after taking into consideration any existing accruals. However, actual outcomes could be material to the Company's operating results or liquidity for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS Aggregate information regarding accruals for the below employee compensation and pay practices matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $0.5 million $— - $— For certain matters, it is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated. For those matters, no accrual has been made. California Wage, Meal, and Rest: Driver Class Actions The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in John Burnell (1) Swift Transportation Co., Inc March 22, 2010 United States District Court for the Central District of California James R. Rudsell (1) Swift Transportation Co. of Arizona, LLC and Swift Transportation Company April 5, 2012 United States District Court for the Central District of California Lawrence Peck (1) Swift Transportation Co. of Arizona, LLC September 25, 2014 United States District Court for the Central District of California Lawrence Peck (1)(2) Swift Transportation Co. of Arizona, LLC, et al. November 20, 2014 Superior Court of California, County of Riverside Sadashiv Mares (1) Swift Transportation Co. of Arizona, LLC February 27, 2015 United States District Court for the Central District of California Rafael McKinsty (1) Swift Transportation Co. of Arizona, LLC, et al. April 15, 2015 United States District Court for the Central District of California Thor Nilsen (1) Swift Transportation Co. of Arizona, LLC October 15, 2015 United States District Court for the Central District of California Recent Developments and Current Status Before and during 2016, the Rudsell, Peck, Peck PAGA, Mares, McKinsty, and Nilsen complaints were stayed, pending resolution of earlier-filed cases. In May 2016, the Burnell plaintiffs were denied class certification. Their subsequent petition to appeal the decertification order was also denied. Following the Burnell plaintiffs' failure to certify the class, the stays on certain cases were lifted. The Peck case is currently in discovery. The parties in the Mares and McKinsty cases completed class certification briefing during the first half of 2017. On May 15, 2017, the court held oral argument on both the Mares and McKinsty Motions for Class Certification. On May 23, 2017, the court denied the Mares Motion for Class Certification. The Mares plaintiffs have filed a petition with the Ninth Circuit Court of Appeals to appeal the court’s denial of class certification. On July 13, 2017, the court denied the McKinsty Motion for Class Certification. Based on the current procedural nature of the cases, the final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. California Wage, Meal, and Rest: Yard Hostler Class Actions The plaintiffs, representing yard hostlers employed by the Company in California, generally allege one or more of the following: that the Company 1) failed to pay minimum wage; 2) failed to pay overtime and doubletime wages required by California law; 3) failed to provide accurate, itemized wage statements; 4) failed to timely pay wages upon separation from employment; 5) failed to reimburse for business expenses; and 6) failed to provide proper meal and rest periods. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Grant Fritsch (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Company January 28, 2016 Superior Court of California, County of San Bernardino Bill Barker, Tab Bachman, and William Yingling (1) Swift Transportation Company of Arizona, LLC April 1, 2016 United States District Court for the Eastern District of California Recent Developments and Current Status On July 17, 2017, the Fritsch plaintiffs filed their motion for class certification. The Barker complaint is currently in discovery. The Company retains all of its defenses against liability and damages related to these lawsuits. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of these matters and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Arizona Fair Labor Standards Act Class Action The plaintiff alleges that the Company violated the FLSA by failing to pay its trainee drivers minimum wage for all work performed and by failing to pay overtime. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Pamela Julian (1) Swift Transportation Inc., et al. December 29, 2015 United States District Court for the District of Arizona Recent Developments and Current Status In March 2016, the Company filed a motion to dismiss the plaintiff's overtime claims, which was granted by the district court in May 2016. The parties completed briefing on the plaintiff's Motion for Conditional Class Certification and are awaiting a ruling on the Motion from the Court. The Company retains all of its defenses against liability and damages for the remaining claims. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Washington Overtime Class Actions The plaintiffs allege one or more of the following, pertaining to Washington state-based drivers: that the Company 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Troy Slack (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation September 9, 2011 United States District Court for the Western District of Washington Julie Hedglin (1) Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation January 14, 2016 United States District Court for the Western District of Washington Recent Developments and Current Status The parties in the Slack matter recently completed dispositive motion briefing. On June 15, 2017, the parties engaged in a mediation, but it was unsuccessful. The case is scheduled for trial in September 2017. The parties in the Hedglin matter will be preparing class certification briefing beginning in August 2017. The Company retains all of its defenses against liability and damages for both matters. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is probable. ___________ (1) Individually and on behalf of all others similarly situated. (2) Peck Private Attorneys General Act ("PAGA") complaint. OWNER-OPERATOR MATTERS Aggregate information regarding accruals for the below owner-operator matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $36.7 million $— - $— For certain matters, it is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated. For those matters, no accrual has been made. Arizona Owner-operator Class Action The putative class alleges that the Company improperly compensated owner-operators (later expanding the class to include employee drivers) using the contracted and industry standard remuneration based upon dispatched miles, instead of using a method of calculating mileage that the plaintiffs allege would be more accurate. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Leonel Garza (1) Swift Transportation Co., Inc. January 30, 2004 Maricopa County Superior Court Recent Developments and Current Status The original trial court's decision was to deny class certification of the owner-operators, which was reversed and reinstated several times by various courts prior to 2016. The class is currently certified, based on an appellate court's decision from July 2016. The Company filed a petition for review with the Arizona Supreme Court in August 2016, which was denied in January 2017. The matter will now proceed in the Maricopa County Superior Court. The final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Ninth Circuit Owner-operator Misclassification Class Action The putative class alleges that the Company misclassified owner-operators as independent contractors in violation of the FLSA and various state laws, and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood (1) Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew December 22, 2009 Unites States District Court of Arizona and Ninth Circuit Court of Appeals Recent Developments and Current Status For several years, the parties have been arguing over the proper venue in which to proceed. The plaintiffs argue that they signed contracts of employment, thus exempting them from arbitration under the Federal Arbitration Act, and claim that their case should be heard in court by a judge. The Company takes the position that these individuals signed independent contractor agreements and therefore can properly be required to submit their claims to arbitration. In January 2017, the district court issued an order finding that the plaintiffs had signed contracts of employment and thus the case could properly proceed in court. The Company has appealed this decision to the Ninth Circuit and the district court stayed the proceedings, pending resolution of the appeal. The Company intends to vigorously defend against any proceedings. The final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. Utah Collective and Individual Arbitration The plaintiffs allege that the Central Parties (defined below) misclassified owner-operator drivers as independent contractors and were therefore liable to these drivers for minimum wages and other employee benefits under the FLSA. The complaint also alleges a federal forced labor claim under U.S.C. §1589 and §1595, as well as fraud and other state-law claims. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Gabriel Ciluffo, Kevin Shire, and Bryan Ratterree (1) Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (the "Central Parties"), as well as Swift Transportation Company June 1, 2012 American Arbitration Association Recent Developments and Current Status In June 2016, mediation commenced, but there was ultimately no settlement of the matter. In October 2016, the arbitrator ruled that approximately 1,300 Central Refrigerated Service, Inc. drivers were improperly classified as independent contractors, when they should have been classified and compensated as employees. The arbitrator ruled that damages could ultimately be assessed in a collective proceeding and denied the Company's motion to decertify the collective proceeding. Based upon the October 2016 arbitration ruling, the Company increased its legal accrual related to this matter for the quarter ended September 30, 2016. On April 14, 2017, the Company proposed a tentative settlement arrangement, which was finalized by and between the parties on April 28, 2017, subject to final court approval. As such, the Company further increased its legal accrual for the quarter ended March 31, 2017. The likelihood that a loss has been incurred is probable. ___________ (1) Individually and on behalf of all others similarly situated. EMPLOYEE HIRING PRACTICES MATTERS Aggregate information regarding accruals for the below employee hiring practices matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $— $— - $— It is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated for these matters. Indiana Fair Credit Reporting Act Class Action The plaintiff alleges that Central Refrigerated Service, Inc. violated the Fair Credit Reporting Act by failing to provide job applicants with adverse action notices and copies of their consumer reports and statements of rights. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Melvin Banks (1) Central Refrigerated Service, Inc. March 18, 2015 United States District Court for the District of Utah Recent Developments and Current Status On May 2, 2017, the court certified the class. The parties will next move into merits discovery. The Company retains all of its defenses against liability and damages. Additionally, the Company intends to vigorously defend against the merits of the claims. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. California Class and Collective Action for Pre-employment Physical Testing The plaintiff alleges that pre-employment tests of physical strength administered by a third party on behalf of Central Refrigerated Service, Inc. had an unlawfully discriminatory impact on female applicants and applicants over the age of 40. The suit seeks damages under Title VII of the Civil Rights Act of 1964, the age Discrimination Act, and parallel California state law provisions, including the California Fair Employment and Housing Act. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Robin Anderson (1) Central Refrigerated Service, Inc., Workwell Systems, Inc., and Swift Transportation Company October 6, 2014 United States District Court for the Central District of California Recent Developments and Current Status Litigation is at a very preliminary stage and no trial date has been set. The plaintiff's renewed motion for class certification was denied by the court on July 6, 2017. The Company intends to vigorously defend against the merits of the plaintiff's claims and to oppose certification of any class of plaintiffs. The final disposition of this case and the financial impact cannot be determined at this time. The likelihood that a loss has been incurred is remote. ___________ (1) Individually and on behalf of all others similarly situated. SHAREHOLDER MATTERS Aggregate information regarding accruals for the below shareholder matters: Aggregate accrual Aggregate range of loss in excess of accrual Explanation if no accrual has been made $— $— - $— It is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated for these matters. Securities Trading Policy Civil Lawsuit The complaint, initially filed as a confidential filing, is a purported derivative action alleging that the individual members of the Company's Board breached their fiduciary duties related to the Company's administration of its Securities Trading Policy and certain compensation actions related to Jerry Moyes. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Shiva Stein (1) Jerry Moyes et al. and Swift Transportation Company as nominal defendant February 9, 2017 Court of Chancery of the State of Delaware Recent Developments and Current Status The Company filed a motion to dismiss the case, which was fully briefed and argued before the court. On July 19, 2017, the court dismissed the case. The likelihood that a loss has been incurred is remote. Complaints Regarding the Knight-Swift Merger The plaintiffs are company shareholders who allege that the defendants violated federal securities laws by filing a false and misleading Form S-4 Registration Statement with the SEC in connection with the proposed merger between the Company and Knight Transportation, Inc. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Matthew Sciabacucchi Swift Transportation Company, Richard H. Dozer, Glenn Brown, José Cárdenas, Jerry Moyes, William Riley III, David Vander Ploeg, Bishop Merger Sub, Inc., and Knight Transportation, Inc. May 31, 2017 United States District Court for the District of Arizona Gaylen A. Peterson Swift Transportation Company, Richard H. Dozer, Glenn Brown, José Cárdenas, Jerry Moyes, William Riley III, and David Vander Ploeg June 29, 2017 United States District Court for the District of Arizona Recent Developments and Current Status The Company has been served with the complaint for the Sciabacucchi matter and is in the process of preparing a response. The final disposition of these matters and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is probable, but not yet estimable. ___________ (1) Derivatively on behalf of Swift Transportation Company |
Share Repurchase Programs (Tabl
Share Repurchase Programs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Class of Stock Disclosures [Abstract] | |
Share Repurchases [Table Text Block] | The following table presents the Company's repurchases of its Class A common stock under the respective share repurchase programs, net of advisory fees: Quarter Ended June 30, Year-to-Date June 30, Share Repurchase Program 2016 2016 Authorized Amount Board Approval Date Shares Amount Shares Amount (In thousands) $100,000 September 24, 2015 — $ — 2,221 $ 30,000 $150,000 February 22, 2016 2,828 $ 45,000 3,731 $ 60,000 2,828 $ 45,000 5,952 $ 90,000 |
Weighted Average Shares Outst30
Weighted Average Shares Outstanding (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |
Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders | The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Quarter Ended June 30, Year-to-Date June 30, 2017 2016 2017 2016 (In thousands) Basic weighted average common shares outstanding 133,544 134,439 133,347 135,476 Dilutive effect of stock options 963 1,212 1,018 1,269 Diluted weighted average common shares outstanding 134,507 135,651 134,365 136,745 Anti-dilutive shares excluded from the dilutive-effect calculation (1) 86 637 152 643 ____________ (1) Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value by Balance Sheet Grouping | The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments: June 30, 2017 December 31, 2016 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments (1) $ 22,025 $ 22,013 $ 22,717 $ 22,688 Financial Liabilities: Term Loan A, due July 2020 (2) 448,849 450,000 492,912 494,250 2015 RSA, due January 2019 (3) 294,464 295,000 279,285 280,000 Revolver, due July 2020 — — 130,000 130,000 ____________ The carrying amounts of the financial instruments shown in the table are included in the consolidated balance sheets, as follows: (1) Restricted investments are included in "Restricted investments, held to maturity, amortized cost." (2) Carrying value is net of $1.2 million and $1.3 million DLCs as of June 30, 2017 and December 31, 2016 , respectively. The Term Loan A is included in "Long-term debt, less current portion," as the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. (3) Carrying value is net of $0.5 million and $0.7 million DLCs as of June 30, 2017 and December 31, 2016 , respectively. |
Fair Value Measurements, Nonrecurring | The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of June 30, 2017 and December 31, 2016 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gains (Losses) (In thousands) As of June 30, 2017 Equipment (1) $ 625 $ — $ — $ 625 $ (187 ) As of December 31, 2016 Software (2) $ — $ — $ — $ — $ (520 ) Equipment (3) 1,963 — — 1,963 (250 ) ____________ (1) During the quarter ended June 30, 2017, management reassessed the fair value of certain IEL tractors, which had a total book value of $0.8 million , determining that there was a pre-tax impairment loss of $0.2 million . The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement. (2) During the three months ended December 31, 2016, certain operations software related to the Company's logistics business was determined to be fully impaired based on a significant decrease in the expected useful life of the software. This resulted in a pre-tax impairment loss of $0.5 million , which was recorded in "Impairments" within operating income in the consolidated income statement. (3) During the three months ended December 31, 2016, management reassessed the fair value of certain IEL tractors, which had a total book value of $2.2 million , determining that there was a pre-tax impairment loss of $0.3 million . The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement. |
Jerry Moyes' Retirement (Tables
Jerry Moyes' Retirement (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Accrued Liabilities for Consulting Fees, Rollforward[Table Text Block] | The following schedule is a rollforward of the accrued liability for the consulting fees: June 30, 2017 (In thousands) Accrued consulting fees – Jerry Moyes, December 31, 2016 (1) $ 6,675 Additions to accrual — Less: payments (1,025 ) Accrued consulting fees – Jerry Moyes, June 30, 2017 (1) $ 5,650 ____________ (1) The balance is included in "Other liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheet, based on the timing of the expected payments. The $0.3 million impact of the equity award modification is excluded from the accrual balance because it is classified as "Additional paid-in capital" in the consolidated balance sheet. |
Information by Segment and Ge33
Information by Segment and Geography (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | The following tables present the company's financial information by segment: Quarter Ended June 30, Year-to-Date June 30, 2017 2016 (recast) 2017 2016 (recast) Operating revenue: (In thousands) Truckload $ 492,241 $ 517,593 $ 973,787 $ 1,010,115 Dedicated 157,727 146,119 308,563 289,030 Refrigerated 182,859 178,162 360,350 347,850 Intermodal 92,155 90,066 178,388 172,614 Subtotal 924,982 931,940 1,821,088 1,819,609 Non-reportable segments 83,818 99,315 166,532 198,563 Intersegment eliminations (15,742 ) (19,401 ) (30,731 ) (38,495 ) Consolidated operating revenue $ 993,058 $ 1,011,854 $ 1,956,889 $ 1,979,677 Quarter Ended June 30, Year-to-Date June 30, 2017 2016 (recast) 2017 2016 (recast) Operating income (loss): (In thousands) Truckload $ 29,280 $ 50,475 $ 45,197 $ 86,762 Dedicated 18,983 20,518 30,596 39,259 Refrigerated 8,290 12,735 1,955 17,520 Intermodal 1,499 903 1,390 (2,005 ) Subtotal 58,052 84,631 79,138 141,536 Non-reportable segments (5,891 ) (10,426 ) (11,392 ) (14,848 ) Consolidated operating income $ 52,161 $ 74,205 $ 67,746 $ 126,688 Quarter Ended June 30, Year-to-Date June 30, 2017 2016 (recast) 2017 2016 (recast) Depreciation and amortization of property and equipment: (In thousands) Truckload $ 28,098 $ 30,570 $ 60,032 $ 61,853 Dedicated 12,427 11,773 25,509 23,790 Refrigerated 8,234 8,421 17,241 17,396 Intermodal 2,906 2,820 5,861 5,999 Subtotal 51,665 53,584 108,643 109,038 Non-reportable segments 10,688 11,104 21,479 22,601 Consolidated depreciation and amortization of property and equipment $ 62,353 $ 64,688 $ 130,122 $ 131,639 |
Introduction and Basis Of Pre34
Introduction and Basis Of Presentation (Details) $ in Thousands | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($)SegmentVehicle | Jun. 30, 2016USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of tractors in fleet | Vehicle | 18,612 | ||
Number of company tractors | Vehicle | 14,130 | ||
Number of owner-operator tractors | Vehicle | 4,482 | ||
Number of trailers | Vehicle | 62,580 | ||
Number of intermodal containers | Vehicle | 9,130 | ||
Number of reportable segments | Segment | 4 | ||
Recently Issued Accounting Pronouncements [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ 182,962 | $ 243,970 | |
Net Cash Provided by (Used in) Financing Activities | (203,896) | (239,283) | |
Share withholding for taxes due on equity awards | $ 1,393 | 436 | |
Accounting Standards Update 2016-09 [Member] | |||
Recently Issued Accounting Pronouncements [Line Items] | |||
Cumulative Effect on Retained Earnings, Net of Tax | $ 16,800 | ||
Accounting Standards Update 2016-09 forfeiture assumption [Member] | |||
Recently Issued Accounting Pronouncements [Line Items] | |||
Cumulative Effect on Retained Earnings, Net of Tax | $ 400 | ||
Restatement Adjustment [Member] | Accounting Standards Update 2016-09 [Member] | |||
Recently Issued Accounting Pronouncements [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | 500 | ||
Net Cash Provided by (Used in) Financing Activities | 500 | ||
Share withholding for taxes due on equity awards | $ (400) |
Introduction and Basis Of Pre35
Introduction and Basis Of Presentation Merger (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 10, 2017 | Apr. 07, 2017 | Dec. 31, 2016 |
Merger [Line Items] | |||
Enterprise Value | $ 6,000 | ||
Estimate of possible loss | $ 89.1 | ||
Estimate of possible gain | 75.3 | ||
Contingent transaction expense reimbursement [Member] | |||
Merger [Line Items] | |||
Estimate of possible loss | $ 10 | ||
Swift Transportation Company [Member] | |||
Merger [Line Items] | |||
Stock Issued During Period, Shares, Reverse Stock Splits | 0.72 | ||
Share Price | $ 22.07 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 54.00% | ||
Knight Swift [Member] | |||
Merger [Line Items] | |||
Stock Issued During Period, Shares, Reverse Stock Splits | 1 | ||
Knight Transportation Company [Member] | |||
Merger [Line Items] | |||
Share Price | $ 30.65 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 46.00% |
Recently Issued Accounting Pr36
Recently Issued Accounting Pronouncements, Not Yet Adopted (Details) | 6 Months Ended | |
Jun. 30, 2017 | ||
Accounting Standards Update 2016-12 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Accounting pronouncement description | The amendments in this ASU clarify certain aspects regarding the collectibility criterion, sales taxes collected from customers, noncash consideration, contract modifications, and completed contracts at transition. It additionally clarifies that retrospective application only requires disclosure of the accounting change effect on prior periods presented, not on the period of adoption. | |
Adoption date and method | January 2018, Modified retrospective | |
Financial statement impact | Currently under evaluation (1) | [1] |
Accounting Standards Update 2016-10 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Accounting pronouncement description | The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance. | |
Adoption date and method | January 2018, Modified retrospective | |
Financial statement impact | Currently under evaluation (1) | [1] |
Accounting Standards Update 2016-08 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Accounting pronouncement description | The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance. | |
Adoption date and method | January 2018, Modified retrospective | |
Financial statement impact | Currently under evaluation (1) | [1] |
Accounting Standards Update 2016-02 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Accounting pronouncement description | The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance. | |
Adoption date and method | January 2019, Modified retrospective | |
Financial statement impact | Currently under evaluation; expected to be material, but not yet quantifiable. | |
Accounting Standards Update 2015-04 [Member] | ||
Recently Issued Accounting Pronouncements [Line Items] | ||
Accounting pronouncement description | This ASU deferred the effective date of ASU 2014-09 (Topic 606) to annual reporting periods beginning after December 15, 2017. | |
Adoption date and method | January 2018, Modified retrospective | |
Financial statement impact | Currently under evaluation (1) | [1] |
[1] | (1)Management is in the diagnostic phase of assessing the financial and business impacts of implementing ASC Topic 606, Revenue from Contracts with Customers, including identifying revenue sources within the Company's lines of business, reviewing a sample of contracts, and developing a preliminary assessment. Based upon these preliminary procedures, management anticipates that the following key considerations will impact the Company's accounting and reporting under the new standard: •identification of what constitutes a contract in Swift's business practices,•variability in individual contracts, such as customer-specific terms that may vary from the master agreement,•principal versus agent determinations,•timing of revenue recognition (for example, point-in-time versus over time and/or accelerated versus deferred),•single versus multiple performance obligations, •new/changed estimates and management judgments (for example, system estimation of in-transit accruals versus manual estimation), •disaggregation of revenue by category within segments, and•others.Management expects that there will also be changes in sales, contracting, accounting, reporting, tax, debt covenants, and other business processes, policies, and controls, as a result of implementing ASC Topic 606. The Company is currently implementing a new ERP system and transacting a merger (as discussed in Note 1), which will also affect the implementation process.Based on the information currently available from the diagnostic phase, management cannot yet determine the quantitative impact on the financial statements; however, the impact is expected to be immaterial (potentially with changes only to the timing of revenue recognition between reportable periods, as well as changes in the requirements for accounting policy and other new disclosures). The Company is transitioning into the design and planning phase of implementing ASC Topic 606. Since management is continuing to evaluate the impact of ASC Topic 606, disclosures around their preliminary assessments are subject to change. |
Restricted Investments (Details
Restricted Investments (Details) $ in Thousands | Jun. 30, 2017USD ($)Securities | Dec. 31, 2016USD ($)Securities | Jun. 30, 2017USD ($)Securities | |
Restricted Investments [Line Items] | ||||
Cost or Amortized Cost | [1] | $ 22,025 | $ 22,717 | $ 22,025 |
Gains | 1 | 0 | 1 | |
Temporary Losses | (13) | (29) | (13) | |
Estimated Fair Value | [1] | $ 22,013 | $ 22,688 | $ 22,013 |
Securities with unrealized losses for less than 12 months | Securities | 26 | 42 | 26 | |
Maximum [Member] | ||||
Restricted Investments [Line Items] | ||||
Contractual maturities of fixed maturity securities | 1 year | |||
SWFT_Duration of Securities in Unrealized Loss Position | 12 months | 12 months | ||
United States corporate securities [Member] | ||||
Restricted Investments [Line Items] | ||||
Cost or Amortized Cost | $ 16,056 | $ 16,432 | $ 16,056 | |
Gains | 0 | 0 | 0 | |
Temporary Losses | (12) | (23) | (12) | |
Estimated Fair Value | 16,044 | 16,409 | 16,044 | |
Municipal bonds [Member] | ||||
Restricted Investments [Line Items] | ||||
Cost or Amortized Cost | 4,689 | 4,760 | 4,689 | |
Gains | 1 | 0 | 1 | |
Temporary Losses | (1) | (6) | (1) | |
Estimated Fair Value | 4,689 | 4,754 | 4,689 | |
Negotiable certificate of deposits [Member] | ||||
Restricted Investments [Line Items] | ||||
Cost or Amortized Cost | 1,280 | 1,525 | 1,280 | |
Gains | 0 | 0 | 0 | |
Temporary Losses | 0 | 0 | 0 | |
Estimated Fair Value | $ 1,280 | $ 1,525 | $ 1,280 | |
[1] | Restricted investments are included in "Restricted investments, held to maturity, amortized cost." |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets- Impairments (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Impairment Loss | $ 0 | $ 0 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets-Intangible Asset Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Customer Relationships: | ||
Gross carrying value | $ 275,324 | $ 275,324 |
Accumulated amortization | (198,463) | (190,056) |
Customer relationships, net | 76,861 | 85,268 |
Trade Name: | ||
Gross carrying value | 181,037 | 181,037 |
Intangible assets, net | $ 257,898 | $ 266,305 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets-Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 4,203 | $ 4,203 | $ 8,407 | $ 8,407 |
Amortization of intangible assets related to the 2007 Transactions [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | 3,912 | 3,912 | 7,824 | 7,824 |
Amortization related to intangible assets existing prior to the 2007 Transactions [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 291 | $ 291 | $ 583 | $ 583 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate | 37.30% | 34.40% | 36.40% | 32.50% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 36.00% | 37.50% | 36.00% | 37.50% | |
Accrued interest and penalties | $ 0.4 | $ 0.4 | $ 0.4 | ||
change in unrecognized tax benefits is not anticipated | twelve months | ||||
Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Income Tax Examination, Year under Examination | 2,012 | ||||
Year subject to examination | 2,012 | ||||
Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Income Tax Examination, Year under Examination | 2,015 |
Accounts Receivable Securitiz42
Accounts Receivable Securitization (Details) - 2015 RSA [Member] - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Servicing Liabilities at Fair Value [Line Items] | ||||||
Interest accrual rate | 1.80% | 1.30% | ||||
program fees | $ 1.6 | $ 1 | $ 3 | $ 1.9 |
Debt and Financing-Debt Balance
Debt and Financing-Debt Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 452,687 | $ 501,805 | |
Deferred loan costs, Term Loan A | 2,692 | 3,222 | |
Less: current portion of long-term debt | (3,419) | (8,459) | |
Long-term debt, less current portion | 449,268 | 493,346 | |
Revolving line of credit | [1],[2] | 0 | 130,000 |
Long-term debt, including revolving line of credit | 452,687 | 631,805 | |
Letters of Credit Outstanding, Amount | 89,400 | 97,000 | |
2015 Agreement, New Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | [1],[3] | 448,849 | 492,912 |
Deferred loan costs, Term Loan A | 1,151 | 1,338 | |
Other [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 3,838 | $ 8,893 | |
[1] | Refer to Note 14 for information regarding the fair value of long-term debt. | ||
[2] | The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $89.4 million at June 30, 2017 and $97.0 million at December 31, 2016. | ||
[3] | Carrying value is net of $1.2 million and $1.3 million DLCs as of June 30, 2017 and December 31, 2016, respectively. The Term Loan A is included in "Long-term debt, less current portion," as the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. |
Debt And Financing-Credit Agree
Debt And Financing-Credit Agreement (Details) $ in Thousands | Jun. 30, 2017USD ($) | |
2015 Agreement, New Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 680,000 | |
2015 Agreement, New Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 600,000 | [1] |
[1] | The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio and ranges from 0.25% to 0.35%. As of June 30, 2017, commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50%. As of December 31, 2016, commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50% |
Debt and Financing-Debt Terms (
Debt and Financing-Debt Terms (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2020 | |
2015 Agreement, New Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 680,000 | $ 680,000 | |||
Final maturity date | Jul. 27, 2020 | ||||
Interest rate base | LIBOR | ||||
LIBOR Floor | 0.00% | ||||
Minimum principal payment - amount | [1] | $ 6,625 | |||
Minimum principal payment - frequency | Quarterly | ||||
Minimum principal payment - commencement date | [1] | Dec. 31, 2015 | |||
Interest accrual rate | 2.62% | 2.18% | |||
2015 Agreement, New Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | [2] | $ 600,000 | $ 600,000 | ||
Final maturity date | [2] | Jul. 27, 2020 | |||
Interest rate base | [2] | LIBOR | |||
LIBOR Floor | [2] | 0.00% | |||
Minimum principal payment - amount | [2] | $ 0 | |||
Minimum principal payment - frequency | [2] | Once | |||
Minimum principal payment - commencement date | [2] | Jul. 27, 2020 | |||
Interest accrual rate | 2.49% | 2.18% | |||
Commitment fee percentage, unused portion | 0.25% | 0.25% | |||
Outstanding letter of credit fees | 1.50% | 1.50% | |||
Minimum [Member] | 2015 Agreement, New Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | [3] | 1.50% | |||
Minimum [Member] | 2015 Agreement, New Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | [2],[3] | 1.50% | |||
Commitment fee percentage, unused portion | 0.25% | ||||
Maximum [Member] | 2015 Agreement, New Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | [3] | 2.25% | |||
Maximum [Member] | 2015 Agreement, New Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate margin | [2],[3] | 2.25% | |||
Commitment fee percentage, unused portion | 0.35% | ||||
Subsequent Event [Member] | 2015 Agreement, New Term Loan A [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum principal payment - amount | $ 12,300 | ||||
[1] | Commencing in March 2017, the minimum required quarterly payment amount on the Term Loan A was $12.3 million, at which it would have remained until final maturity. However, as of January 2017, the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. | ||||
[2] | The commitment fee for the unused portion of the Revolver is based on the Company's consolidated leverage ratio and ranges from 0.25% to 0.35%. As of June 30, 2017, commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50%. As of December 31, 2016, commitment fees on the unused portion of the Revolver accrued at 0.25% and outstanding letter of credit fees accrued at 1.50% | ||||
[3] | The interest rate margin for the Term Loan A and Revolver is based on the Company's consolidated leverage ratio. As of June 30, 2017, interest accrued at 2.62% on the Term Loan A and 2.49% on the Revolver. As of December 31, 2016, interest accrued at 2.18% on the Term Loan A and 2.18% on the Revolver. |
Deferred Loan Costs (Details)
Deferred Loan Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Issuance Costs [Line Items] | ||
Deferred loan costs | $ 2,692 | $ 3,222 |
Other assets | ||
Debt Issuance Costs [Line Items] | ||
Deferred loan costs | 1,005 | 1,169 |
Long-term debt, less current portion | ||
Debt Issuance Costs [Line Items] | ||
Deferred loan costs | 1,151 | 1,338 |
Accounts receivable securitization | ||
Debt Issuance Costs [Line Items] | ||
Deferred loan costs | $ 536 | $ 715 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Leases [Abstract] | |||||
Collateral, revenue equipment, gross cost | $ 260,800 | $ 260,800 | $ 319,800 | ||
Collateral, accumulated amortization | 78,900 | 78,900 | $ 97,000 | ||
Rental expense | $ 57,385 | $ 57,070 | $ 113,079 | $ 113,322 |
Purchase Commitments (Details)
Purchase Commitments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Long-term Purchase Commitment [Line Items] | |
Percentage Of Cancel Tractor Purchase Orders | 90.70% |
Minimum [Member] | |
Long-term Purchase Commitment [Line Items] | |
Duration Of Option To Cancel Purchase Orders | 60 days |
Maximum [Member] | |
Long-term Purchase Commitment [Line Items] | |
Duration Of Option To Cancel Purchase Orders | 90 days |
Capital Addition Purchase Commitments Total Revenue Equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Commitments, Future Minimum Payments, Remainder of Fiscal Year | $ 276,000 |
Purchase Commitments, Due in Second and Third Year | 0 |
Purchase Commitments, Due in Fourth and Fifth Year | 0 |
Purchase Commitments, Due after Fifth Year | 0 |
Capital Addition Purchase Commitments of Tractors [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Commitments, Future Minimum Payments, Remainder of Fiscal Year | 208,200 |
Capital Addition Purchase Commitments Non revenue equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Commitments, Future Minimum Payments, Remainder of Fiscal Year | 6,600 |
Purchase Commitments, Due in Second and Third Year | 8,800 |
Purchase Commitments, Due in Fourth and Fifth Year | 3,500 |
Purchase Commitments, Due after Fifth Year | $ 400 |
Contingencies and Legal Proce49
Contingencies and Legal Proceedings (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Apr. 10, 2017 | ||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | $ 89.1 | ||
Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual | $ 0.5 | ||
Loss Contingency, Inestimable Loss | For certain matters, it is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated. For those matters, no accrual has been made. | ||
Owner-Operator Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual | $ 36.7 | ||
Loss Contingency, Inestimable Loss | For certain matters, it is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated. For those matters, no accrual has been made. | ||
Employee Hiring Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual | $ 0 | ||
Loss Contingency, Inestimable Loss | It is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated for these matters. | ||
Shareholder Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual | $ 0 | ||
Loss Contingency, Inestimable Loss | It is not probable that a loss was incurred and/or the amount of loss cannot be reasonably estimated for these matters. | ||
Other environmental [Member] | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | $ 1 | ||
Minimum [Member] | Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Minimum [Member] | Owner-Operator Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Minimum [Member] | Employee Hiring Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Minimum [Member] | Shareholder Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Maximum [Member] | Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Maximum [Member] | Owner-Operator Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Maximum [Member] | Employee Hiring Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 0 | ||
Maximum [Member] | Shareholder Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | $ 0 | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements. | ||
Loss Contingency, Opinion of Counsel | Before and during 2016, the Rudsell, Peck, Peck PAGA, Mares, McKinsty, and Nilsen complaints were stayed, pending resolution of earlier-filed cases. In May 2016, the Burnell plaintiffs were denied class certification. Their subsequent petition to appeal the decertification order was also denied. Following the Burnell plaintiffs' failure to certify the class, the stays on certain cases were lifted. The Peck case is currently in discovery. The parties in the Mares and McKinsty cases completed class certification briefing during the first half of 2017. On May 15, 2017, the court held oral argument on both the Mares and McKinsty Motions for Class Certification. On May 23, 2017, the court denied the Mares Motion for Class Certification. The Mares plaintiffs have filed a petition with the Ninth Circuit Court of Appeals to appeal the court’s denial of class certification. On July 13, 2017, the court denied the McKinsty Motion for Class Certification. Based on the current procedural nature of the cases, the final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal And Rest Driver Class Action 1 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | John Burnell (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc | ||
Lawsuit filing date | March 22, 2010 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal And Rest Driver Class Action 2 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | James R. Rudsell (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC and Swift Transportation Company | ||
Lawsuit filing date | April 5, 2012 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal and Rest Driver Class Action 3 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Lawrence Peck (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC | ||
Lawsuit filing date | September 25, 2014 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal and Rest Driver Class Action 4 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1],[2] | Lawrence Peck (1)(2) | |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC, et al. | ||
Lawsuit filing date | November 20, 2014 | ||
Loss Contingency, Domicile of Litigation | Superior Court of California, County of Riverside | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal And Rest Driver Class Action 5 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Sadashiv Mares (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC | ||
Lawsuit filing date | February 27, 2015 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal And Rest Driver Class Action 6 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Rafael McKinsty(1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC, et al. | ||
Lawsuit filing date | April 15, 2015 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
California Wage, Meal, and Rest: Driver Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage Meal And Rest Driver Class Action 7 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Thor Nilsen (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co. of Arizona, LLC | ||
Lawsuit filing date | October 15, 2015 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
California Meal, Wage, and Rest: Yard Hostler Class Action [Member] | Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiffs, representing yard hostlers employed by the Company in California, generally allege one or more of the following: that the Company 1) failed to pay minimum wage; 2) failed to pay overtime and doubletime wages required by California law; 3) failed to provide accurate, itemized wage statements; 4) failed to timely pay wages upon separation from employment; 5) failed to reimburse for business expenses; and 6) failed to provide proper meal and rest periods. | ||
Loss Contingency, Opinion of Counsel | On July 17, 2017, the Fritsch plaintiffs filed their motion for class certification. The Barker complaint is currently in discovery. The Company retains all of its defenses against liability and damages related to these lawsuits. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of these matters and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
California Meal, Wage, and Rest: Yard Hostler Class Action [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest: Yard Hostler Class Action [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Grant Fritsch (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Company of Arizona, LLC and Swift Transportation Company | ||
Lawsuit filing date | January 28, 2016 | ||
Loss Contingency, Domicile of Litigation | Superior Court of California, County of San Bernardino | ||
California Meal, Wage, and Rest: Yard Hostler Class Action [Member] | Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest: Yard Hostler Class Action 2 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Bill Barker, Tab Bachman, and William Yingling (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Company of Arizona, LLC | ||
Lawsuit filing date | April 1, 2016 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Eastern District of California | ||
Arizona Fair Labor Standards Act Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiff alleges that the Company violated the FLSA by failing to pay its trainee drivers minimum wage for all work performed and by failing to pay overtime. | ||
Loss Contingency, Opinion of Counsel | In March 2016, the Company filed a motion to dismiss the plaintiff's overtime claims, which was granted by the district court in May 2016. The parties completed briefing on the plaintiff's Motion for Conditional Class Certification and are awaiting a ruling on the Motion from the Court. The Company retains all of its defenses against liability and damages for the remaining claims. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
Arizona Fair Labor Standards Act Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | Arizona Fair Labor Standards Act Class Action [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Pamela Julian (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Inc., et al. | ||
Lawsuit filing date | December 29, 2015 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the District of Arizona | ||
Washington Overtime Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiffs allege one or more of the following, pertaining to Washington state-based drivers: that the Company 1) failed to pay minimum wage; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. | ||
Loss Contingency, Opinion of Counsel | The parties in the Slack matter recently completed dispositive motion briefing. On June 15, 2017, the parties engaged in a mediation, but it was unsuccessful. The case is scheduled for trial in September 2017. The parties in the Hedglin matter will be preparing class certification briefing beginning in August 2017. The Company retains all of its defenses against liability and damages for both matters. Additionally, the Company intends to vigorously defend against the merits of the claims and to challenge certification. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is probable. | ||
Washington Overtime Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | Washington Overtime Class Action [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Troy Slack (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation | ||
Lawsuit filing date | September 9, 2011 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Western District of Washington | ||
Washington Overtime Class Actions [Member] | Employee Compensation and Pay Practices Matters [Member] | Washington Overtime Class Action 2 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Julie Hedglin (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation | ||
Lawsuit filing date | January 14, 2016 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Western District of Washington | ||
Arizona Owner-operator Class Actions [Member] | Owner-Operator Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The putative class alleges that the Company improperly compensated owner-operators (later expanding the class to include employee drivers) using the contracted and industry standard remuneration based upon dispatched miles, instead of using a method of calculating mileage that the plaintiffs allege would be more accurate. | ||
Loss Contingency, Opinion of Counsel | The original trial court's decision was to deny class certification of the owner-operators, which was reversed and reinstated several times by various courts prior to 2016. The class is currently certified, based on an appellate court's decision from July 2016. The Company filed a petition for review with the Arizona Supreme Court in August 2016, which was denied in January 2017. The matter will now proceed in the Maricopa County Superior Court. The final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
Arizona Owner-operator Class Actions [Member] | Owner-Operator Matters [Member] | Arizona owner operator class action 1 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Leonel Garza (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc. | ||
Lawsuit filing date | January 30, 2004 | ||
Loss Contingency, Domicile of Litigation | Maricopa County Superior Court | ||
Ninth Circuit Owner-operator Misclassification Class Actions [Member] | Owner-Operator Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The putative class alleges that the Company misclassified owner-operators as independent contractors in violation of the FLSA and various state laws, and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. | ||
Loss Contingency, Opinion of Counsel | For several years, the parties have been arguing over the proper venue in which to proceed. The plaintiffs argue that they signed contracts of employment, thus exempting them from arbitration under the Federal Arbitration Act, and claim that their case should be heard in court by a judge. The Company takes the position that these individuals signed independent contractor agreements and therefore can properly be required to submit their claims to arbitration. In January 2017, the district court issued an order finding that the plaintiffs had signed contracts of employment and thus the case could properly proceed in court. The Company has appealed this decision to the Ninth Circuit and the district court stayed the proceedings, pending resolution of the appeal. The Company intends to vigorously defend against any proceedings. The final disposition of the matter and impact to the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
Ninth Circuit Owner-operator Misclassification Class Actions [Member] | Owner-Operator Matters [Member] | Ninth circuit owner operator misclassification class action 1 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood (1) | |
Loss Contingency, Name of Defendant | Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew | ||
Lawsuit filing date | December 22, 2009 | ||
Loss Contingency, Domicile of Litigation | Unites States District Court of Arizona and Ninth Circuit Court of Appeals | ||
Utah Collective and Individual Arbitration [Member] | Owner-Operator Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiffs allege that the Central Parties (defined below) misclassified owner-operator drivers as independent contractors and were therefore liable to these drivers for minimum wages and other employee benefits under the FLSA. The complaint also alleges a federal forced labor claim under U.S.C. §1589 and §1595, as well as fraud and other state-law claims. | ||
Loss Contingency, Opinion of Counsel | In June 2016, mediation commenced, but there was ultimately no settlement of the matter. In October 2016, the arbitrator ruled that approximately 1,300 Central Refrigerated Service, Inc. drivers were improperly classified as independent contractors, when they should have been classified and compensated as employees. The arbitrator ruled that damages could ultimately be assessed in a collective proceeding and denied the Company's motion to decertify the collective proceeding. Based upon the October 2016 arbitration ruling, the Company increased its legal accrual related to this matter for the quarter ended September 30, 2016. On April 14, 2017, the Company proposed a tentative settlement arrangement, which was finalized by and between the parties on April 28, 2017, subject to final court approval. As such, the Company further increased its legal accrual for the quarter ended March 31, 2017. The likelihood that a loss has been incurred is probable. | ||
Utah Collective and Individual Arbitration [Member] | Owner-Operator Matters [Member] | Utah Collective And Individual Arbitration 1 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [1] | Gabriel Ciluffo, Kevin Shire, and Bryan Ratterree (1) | |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes (the "Central Parties"), as well as Swift Transportation Company | ||
Lawsuit filing date | June 1, 2012 | ||
Loss Contingency, Domicile of Litigation | American Arbitration Association | ||
Indiana Fair Credit Reporting Act Class Actions [Member] | Employee Hiring Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiff alleges that Central Refrigerated Service, Inc. violated the Fair Credit Reporting Act by failing to provide job applicants with adverse action notices and copies of their consumer reports and statements of rights. | ||
Loss Contingency, Opinion of Counsel | On May 2, 2017, the court certified the class. The parties will next move into merits discovery. The Company retains all of its defenses against liability and damages. Additionally, the Company intends to vigorously defend against the merits of the claims. The final disposition of the matter and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
Indiana Fair Credit Reporting Act Class Actions [Member] | Employee Hiring Practices Matters [Member] | Indiana Fair Credit Reporting Act Class Action Litigation [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [3] | Melvin Banks (1) | |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc. | ||
Lawsuit filing date | March 18, 2015 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the District of Utah | ||
California Class and Collective Action for Pre-employment Physical Testing Actions [Member] | Employee Hiring Practices Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiff alleges that pre-employment tests of physical strength administered by a third party on behalf of Central Refrigerated Service, Inc. had an unlawfully discriminatory impact on female applicants and applicants over the age of 40. The suit seeks damages under Title VII of the Civil Rights Act of 1964, the age Discrimination Act, and parallel California state law provisions, including the California Fair Employment and Housing Act. | ||
Loss Contingency, Opinion of Counsel | Litigation is at a very preliminary stage and no trial date has been set. The plaintiff's renewed motion for class certification was denied by the court on July 6, 2017. The Company intends to vigorously defend against the merits of the plaintiff's claims and to oppose certification of any class of plaintiffs. The final disposition of this case and the financial impact cannot be determined at this time. The likelihood that a loss has been incurred is remote. | ||
California Class and Collective Action for Pre-employment Physical Testing Actions [Member] | Employee Hiring Practices Matters [Member] | California Class and Collective Action for Pre-Employment Physical Testing [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [3] | Robin Anderson (1) | |
Loss Contingency, Name of Defendant | Central Refrigerated Service, Inc., Workwell Systems, Inc., and Swift Transportation Company | ||
Lawsuit filing date | October 6, 2014 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the Central District of California | ||
Securities Trading Policy Civil Lawsuit [Member] | Shareholder Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The complaint, initially filed as a confidential filing, is a purported derivative action alleging that the individual members of the Company's Board breached their fiduciary duties related to the Company's administration of its Securities Trading Policy and certain compensation actions related to Jerry Moyes. | ||
Loss Contingency, Opinion of Counsel | The Company filed a motion to dismiss the case, which was fully briefed and argued before the court. On July 19, 2017, the court dismissed the case. The likelihood that a loss has been incurred is remote. | ||
Securities Trading Policy Civil Lawsuit [Member] | Shareholder Matters [Member] | Securities Trading Policy Civil Lawsuit Case [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [3] | Shiva Stein (1) | |
Loss Contingency, Name of Defendant | Jerry Moyes et al. and Swift Transportation Company as nominal defendant | ||
Lawsuit filing date | 2/9/2017 | ||
Loss Contingency, Domicile of Litigation | Court of Chancery of the State of Delaware | ||
Complaints Regarding the Knight Swift Merger [Member] | Shareholder Matters [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Allegations | The plaintiffs are company shareholders who allege that the defendants violated federal securities laws by filing a false and misleading Form S-4 Registration Statement with the SEC in connection with the proposed merger between the Company and Knight Transportation, Inc. | ||
Loss Contingency, Opinion of Counsel | The Company has been served with the complaint for the Sciabacucchi matter and is in the process of preparing a response. The final disposition of these matters and the impact on the Company cannot be determined at this time. The likelihood that a loss has been incurred is probable, but not yet estimable. | ||
Complaints Regarding the Knight Swift Merger [Member] | Shareholder Matters [Member] | Complaints Regarding the Knight Swift Merger Case 1 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [4] | Matthew Sciabacucchi | |
Loss Contingency, Name of Defendant | Swift Transportation Company, Richard H. Dozer, Glenn Brown, José Cárdenas, Jerry Moyes, William Riley III, David Vander Ploeg, Bishop Merger Sub, Inc., and Knight Transportation, Inc. | ||
Lawsuit filing date | May 31, 2017 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the District of Arizona | ||
Complaints Regarding the Knight Swift Merger [Member] | Shareholder Matters [Member] | Complaints Regarding the Knight Swift Merger Case 2 [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, name of plaintiffs | [4] | Gaylen A. Peterson | |
Loss Contingency, Name of Defendant | Swift Transportation Company, Richard H. Dozer, Glenn Brown, José Cárdenas, Jerry Moyes, William Riley III, and David Vander Ploeg | ||
Lawsuit filing date | June 29, 2017 | ||
Loss Contingency, Domicile of Litigation | United States District Court for the District of Arizona | ||
[1] | Individually and on behalf of all others similarly situated. | ||
[2] | Peck Private Attorneys General Act ("PAGA") complaint. | ||
[3] | Individually and on behalf of all others similarly situated. | ||
[4] | Derivatively on behalf of Swift Transportation Company |
Share Repurchase Programs (Deta
Share Repurchase Programs (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Equity, Share Repurchases [Line Items] | ||||
Repurchase and cancellation of Class A Common Stock, shares | 2,828 | 5,952 | ||
Repurchase and cancellation of Class A Common Stock, value | $ 45,000 | $ 0 | $ 90,000 | |
Repurchase Program authorized September 24, 2015 [Member] | ||||
Equity, Share Repurchases [Line Items] | ||||
Share Repurchase Program, Authorized Amount | 100,000 | |||
Repurchase and cancellation of Class A Common Stock, shares | 0 | 2,221 | ||
Repurchase and cancellation of Class A Common Stock, value | $ 0 | $ 30,000 | ||
Amount Remaining | 0 | $ 0 | ||
Repurchase Program authorized February 22, 2016 [Member] | ||||
Equity, Share Repurchases [Line Items] | ||||
Share Repurchase Program, Authorized Amount | 150,000 | |||
Repurchase and cancellation of Class A Common Stock, shares | 2,828 | 3,731 | ||
Repurchase and cancellation of Class A Common Stock, value | $ 45,000 | $ 60,000 | ||
Amount Remaining | $ 62,900 | $ 62,881 |
Weighted Average Shares Outst51
Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||
Basic weighted average common shares outstanding | 133,544 | 134,439 | 133,347 | 135,476 | |
Dilutive effect of stock options | 963 | 1,212 | 1,018 | 1,269 | |
Diluted weighted average common shares outstanding | 134,507 | 135,651 | 134,365 | 136,745 | |
Anti-dilutive shares excluded from the dilutive-effect calculation | [1] | 86 | 637 | 152 | 643 |
[1] | Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period. |
Fair Value Measurement-Estimate
Fair Value Measurement-Estimated Fair Values (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Restricted investments, held to maturity, amortized cost | [1] | $ 22,025 | $ 22,717 |
Restricted Investments, Estimated Fair Value | [1] | 22,013 | 22,688 |
2015 Agreement, New Term Loan A, due July 2020, Carrying Amount | 452,687 | 501,805 | |
Accounts receivable securitization, due January 2019, Carrying Amount | 294,464 | 279,285 | |
Revolving line of credit, Carrying Amount | [2],[3] | 0 | 130,000 |
Deferred loan costs | 2,692 | 3,222 | |
2015 Agreement, New Term Loan A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2015 Agreement, New Term Loan A, due July 2020, Carrying Amount | [2],[4] | 448,849 | 492,912 |
2015 Agreement, New Term Loan A, due July 2020, Fair Value | [4] | 450,000 | 494,250 |
Deferred loan costs | 1,151 | 1,338 | |
2015 RSA [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Accounts receivable securitization, due January 2019, Carrying Amount | [5] | 294,464 | 279,285 |
Accounts receivable securitization, due January 2019, Fair Value | [5] | 295,000 | 280,000 |
Deferred loan costs | 500 | 700 | |
2015 Agreement, New Revolver [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Revolving line of credit, Carrying Amount | 0 | 130,000 | |
Revolving line of credit, Fair Value | $ 0 | $ 130,000 | |
[1] | Restricted investments are included in "Restricted investments, held to maturity, amortized cost." | ||
[2] | Refer to Note 14 for information regarding the fair value of long-term debt. | ||
[3] | The Company also had outstanding letters of credit under the Revolver, primarily related to workers' compensation and self-insurance liabilities of $89.4 million at June 30, 2017 and $97.0 million at December 31, 2016. | ||
[4] | Carrying value is net of $1.2 million and $1.3 million DLCs as of June 30, 2017 and December 31, 2016, respectively. The Term Loan A is included in "Long-term debt, less current portion," as the Company has voluntarily prepaid all minimum quarterly principal payments through final maturity. | ||
[5] | Carrying value is net of $0.5 million and $0.7 million DLCs as of June 30, 2017 and December 31, 2016, respectively. |
Fair Value Measurement-Recurrin
Fair Value Measurement-Recurring Basis (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Assets, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Liabilities, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Fair Value Measurement-Nonrecur
Fair Value Measurement-Nonrecurrirng Basis (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Sep. 30, 2016 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Liabilities, Fair Value Disclosure, Nonrecurring | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Software | Fair Value, Measurements, Nonrecurring [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | 0 | ||||||||
Total Gains (Losses) | (500,000) | (520,000) | [1] | ||||||||
Software | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | 0 | ||||||||
Software | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | 0 | ||||||||
Software | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | [1] | 0 | 0 | ||||||||
Equipment | Fair Value, Measurements, Nonrecurring [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | 625,000 | [2] | 1,963,000 | [3] | 625,000 | [2] | 1,963,000 | [3] | $ 800,000 | $ 2,200,000 | |
Total Gains (Losses) | (200,000) | (300,000) | (187,000) | [2] | (250,000) | [3] | |||||
Equipment | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | |||
Equipment | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | 0 | [2] | 0 | [3] | 0 | [2] | 0 | [3] | |||
Equipment | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | $ 625,000 | [2] | $ 1,963,000 | [3] | $ 625,000 | [2] | $ 1,963,000 | [3] | |||
[1] | During the three months ended December 31, 2016, certain operations software related to the Company's logistics business was determined to be fully impaired based on a significant decrease in the expected useful life of the software. This resulted in a pre-tax impairment loss of $0.5 million, which was recorded in "Impairments" within operating income in the consolidated income statement. | ||||||||||
[2] | During the quarter ended June 30, 2017, management reassessed the fair value of certain IEL tractors, which had a total book value of $0.8 million, determining that there was a pre-tax impairment loss of $0.2 million. The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement. | ||||||||||
[3] | During the three months ended December 31, 2016, management reassessed the fair value of certain IEL tractors, which had a total book value of $2.2 million, determining that there was a pre-tax impairment loss of $0.3 million. The impairment loss was recorded in "Impairments" within operating income in the consolidated income statement. |
Jerry Moyes' Retirement (Detail
Jerry Moyes' Retirement (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
Sep. 30, 2016 | Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and Related Activities, Initiation Date | Sep. 8, 2016 | |
Restructuring and Related Activities, Completion Date | Dec. 31, 2019 | |
Monthly consulting fee | $ 200 | |
One time expense for Jerry Moyes' retirement | 7,100 | |
Accrued consulting fees | 6,800 | $ 0 |
Impact of equity award modifications | $ 300 | |
Income statement caption included in | "Salaries, wages, and employee benefits |
Jerry Moyes' Retirement Rollfor
Jerry Moyes' Retirement Rollforward (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2017 | ||
Restructuring and Related Activities [Abstract] | |||
Accrued consulting fees - Jerry Moyes, balance at December 31, 2016 | $ 6,675 | ||
Additions to accrual | $ 6,800 | 0 | |
Less: payments | (1,025) | ||
Accrued consulting fees - Jerry Moyes, balance at March 31, 2017 | [1] | $ 5,650 | |
Impact of equity award modifications | $ 300 | ||
[1] | The balance is included in "Other liabilities" (noncurrent) and "Accrued liabilities" (current) in the consolidated balance sheet, based on the timing of the expected payments. The $0.3 million impact of the equity award modification is excluded from the accrual balance because it is classified as "Additional paid-in capital" in the consolidated balance sheet. |
Information by Segment and Ge57
Information by Segment and Geography-Segment Financial Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Segment | Jun. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 4 | |||
Segment Reporting, Description of All Other Segments | Non-reportable Segments — The non-reportable segments include the Company's logistics and freight brokerage services, as well as support services that its subsidiaries provide to customers and owner-operators, including repair and maintenance shop services, equipment leasing, and insurance. Intangible amortization related to the 2007 Transactions, certain legal settlements and reserves, and certain other corporate expenses are also included in the non-reportable segments. | |||
Operating revenue | $ 993,058 | $ 1,011,854 | $ 1,956,889 | $ 1,979,677 |
Operating income (loss) | 52,161 | 74,205 | 67,746 | 126,688 |
Depreciation and amortization of property and equipment | 62,353 | 64,688 | $ 130,122 | 131,639 |
Truckload [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Reporting Information, Description of Products and Services | Truckload — The Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. This service utilizes both company and owner-operator tractors with dry van, flatbed, and other specialized trailing equipment. | |||
Operating revenue | 492,241 | 517,593 | $ 973,787 | 1,010,115 |
Operating income (loss) | 29,280 | 50,475 | 45,197 | 86,762 |
Depreciation and amortization of property and equipment | 28,098 | 30,570 | $ 60,032 | 61,853 |
Dedicated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Reporting Information, Description of Products and Services | Dedicated — Through the Dedicated segment, the Company devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. This segment utilizes dry van, flatbed, and other specialized trailing equipment. | |||
Operating revenue | 157,727 | 146,119 | $ 308,563 | 289,030 |
Operating income (loss) | 18,983 | 20,518 | 30,596 | 39,259 |
Depreciation and amortization of property and equipment | 12,427 | 11,773 | $ 25,509 | 23,790 |
Refrigerated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Reporting Information, Description of Products and Services | Refrigerated — This segment primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations. | |||
Operating revenue | 182,859 | 178,162 | $ 360,350 | 347,850 |
Operating income (loss) | 8,290 | 12,735 | 1,955 | 17,520 |
Depreciation and amortization of property and equipment | 8,234 | 8,421 | $ 17,241 | 17,396 |
Intermodal [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Reporting Information, Description of Products and Services | Intermodal — The Intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations. | |||
Operating revenue | 92,155 | 90,066 | $ 178,388 | 172,614 |
Operating income (loss) | 1,499 | 903 | 1,390 | (2,005) |
Depreciation and amortization of property and equipment | 2,906 | 2,820 | 5,861 | 5,999 |
Subtotal [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenue | 924,982 | 931,940 | 1,821,088 | 1,819,609 |
Operating income (loss) | 58,052 | 84,631 | 79,138 | 141,536 |
Depreciation and amortization of property and equipment | 51,665 | 53,584 | 108,643 | 109,038 |
Non-reportable segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenue | 83,818 | 99,315 | 166,532 | 198,563 |
Operating income (loss) | (5,891) | (10,426) | (11,392) | (14,848) |
Depreciation and amortization of property and equipment | 10,688 | 11,104 | 21,479 | 22,601 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenue | $ (15,742) | $ (19,401) | $ (30,731) | $ (38,495) |
Information by Segment and Ge58
Information by Segment and Geography-Geography (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||||
Percentages Of Foreign Operations Consolidated Revenue | 5.00% | 5.00% | 5.00% | 5.00% | |
Long lived assets of foreign operations | 5.00% | 5.00% | 5.00% |