Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Revenue (ASC Topic 606): ASU 2014-09 — Revenue from Contracts with Customers Summary of the Standard — In May 2014, the FASB issued ASU 2014-09, which established ASC Topic 606, Revenue from Contracts with Customers , and superseded the legacy revenue recognition requirements in ASC Topic 605. The core principle of the new standard is that companies should depict the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard provides a five-step analysis for companies to apply in determining the timing, method, and amount of revenue recognition to achieve the core principle. The amendments in ASU 2014-09 became effective for public companies for annual reporting periods beginning after December 15, 2017 (in accordance with ASU 2015-14, which deferred the original effective date of ASU 2014-09). Companies may apply the amendments in ASU 2014-09 using the modified retrospective approach or a full retrospective approach, with early adoption permitted. Adoption Method and Approach — The Company adopted ASC Topic 606 on January 1, 2018 by applying the modified retrospective approach to contracts not yet completed as of January 1, 2018, resulting in a cumulative-effect adjustment to retained earnings. See "Cumulative-effect Adjustment," below. Comparative information related to periods prior to January 1, 2018 continues to be reported under the legacy guidance in ASC Topic 605. Five-Step Analysis — Management applied the five-step analysis to the Company's four trucking segments (Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated), as well as its intermodal and logistics businesses. The Company's other streams of revenue within Swift's non-reportable segments (specifically its leasing and captive insurance subsidiaries) were determined to be out of the scope of ASC Topic 606. • Contract Identification — Management has identified that a legally enforceable contract with its customers is executed by both parties at the point of pickup at the shipper's location, as evidenced by the bill of lading. Although the Company may have master agreements with its customers, these master agreements only establish general terms. There is no financial obligation to the shipper until the load is tendered/accepted and the Company takes possession of the load. • Performance Obligations — The Company's only performance obligation is transportation services. The Company's delivery, accessorial, and dedicated operations truck capacity in its dedicated operations represent a bundle of services that are highly interdependent and have the same pattern of transfer to the customer. These services are not capable of being distinct from one another. For example, the Company generally would not provide accessorial services or truck capacity without providing delivery services. • Transaction Price — Depending on the contract, the total transaction price may consist of mileage revenue, fuel surcharge revenue, accessorial fees, truck capacity, and/or non-cash consideration. Non-cash consideration is measured by the estimated fair value of the non-cash consideration at contract inception. There is no significant financing component in the transaction price, as the Company's customers generally pay within the contractual payment terms of 30 to 60 days. • Allocating Transaction Price to Performance Obligations — The transaction price is entirely allocated to the only performance obligation: transportation services. • Revenue Recognition — The performance obligation of providing transportation services is satisfied over time. Accordingly, revenue is recognized over time. Management estimates the amount of revenue in transit at period end based on the number of days completed of the dispatch (which is generally one to three days for the trucking segments, but can be longer for intermodal operations). Management believes this to be a faithful depiction of the transfer of services because if a load is dispatched, but terminates mid-route and the load is picked up by another carrier, then that carrier would not need to re-perform the services for the days already traveled. Recognizing revenue over time is a change from the Company's past practice, under which revenue was recognized at the point in time that the freight was delivered. Due to this change, the timing of revenue recognition (as well as the related variable costs) between reportable periods will change, compared to revenue recognition under ASC Topic 605. However, the net impact on the Company's results of operations on the current reportable period is immaterial and is expected to continue to be immaterial in future reportable periods. There was no change in management's determination that the Company acts as the principal (rather than the agent) with respect to revenue recognition under ASC Topic 606, compared to ASC Topic 605. Accordingly, the Company continues to recognize revenue on a gross basis, consistent with past practices. Significant judgments involved in the Company's revenue recognition and corresponding accounts receivable balances include: • Measuring in-transit revenue at period end (discussed above). • Estimating the allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on historical experience and any known trends or uncertainties related to customer billing and account collectability. Management reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Uncollectible accounts are written off when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Practical Expedients — As permitted under ASU 2014-09 (and related ASUs), management employed the use of certain practical expedients in adopting ASC Topic 606, as follows: • The new guidance was only applied to those contracts that were not completed as of the date the Company adopted the new guidance, rather than to all revenue contracts because application of the practical expedient would not materially affect the Company's results. • The portfolio approach was applied in evaluating and accounting for contract costs, because application of the practical expedient would not materially affect the Company's results. • Remaining performance obligations are not disclosed, as the original expected duration of the contract is one year or less. • Incremental costs related to obtaining contracts are expensed as incurred, as they would otherwise be amortized over less than one year. Revenue Disaggregation — In considering the level at which the Company should disaggregate revenues pertaining to contracts with customers, management determined that there are no significant differences between segments in how the nature, amount, timing, and uncertainty of revenue or cash flows are affected by economic factors. Additionally, management considered how and where the Company has communicated information about revenue for various purposes, including disclosures outside of the financial statements; how information is regularly reviewed by the Company's chief operating decision makers for evaluating financial performance of the Company's segments; among others. Based on these considerations, management determined that revenues should be disaggregated by reportable segment and the required quantitative and qualitative disclosures are included in Note 18. Contract Balances — The $17.3 million and $17.0 million in-transit revenue balances are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets as of March 31, 2018 and January 1, 2018, respectively. The Company's contract liability balances as of March 31, 2018 and January 1, 2018 were immaterial. Cumulative-effect Adjustment — The cumulative effect of changes made to the Company's consolidated opening balance sheet for the adoption of ASC Topic 606 is presented below. December 31, Opening Balance Adjustments January 1, (in thousands) Assets Trade receivables, net of allowance for doubtful accounts $ 574,265 $ 16,992 $ 591,257 Liabilities Accrued payroll and purchased transportation $ 107,017 $ 9,720 $ 116,737 Accrued liabilities 186,076 201 186,277 Deferred tax liabilities 679,077 1,770 680,847 Equity Retained earnings $ 1,016,738 $ 5,301 $ 1,022,039 Current Period Impact of Adoption — The required quantitative disclosures regarding the current period impact of adopting ASC Topic 606 on the condensed consolidated income statement and balance sheet are presented below. The effect of change amounts are entirely attributed to the in-transit accrual from the Company recognizing revenue over time under ASC Topic 606, compared to recognizing revenue at a point in time under ASC Topic 605. Quarter Ended March 31, 2018 Income Statement As Reported Under ASC 606 If Reported Under ASC 605 Effect of Change to ASC 606 (in thousands) Revenue Revenue before fuel surcharge $ 1,124,172 $ 1,124,155 $ 17 Fuel surcharge revenue 146,960 146,670 290 Impact on total revenue 307 Operating Expenses Salaries, wages, and benefits $ 361,673 $ 361,630 $ 43 Operations and maintenance 85,020 85,020 — Purchased transportation 324,283 324,315 (32 ) Impact on total operating expenses 11 Other Expenses Income tax expense $ 18,975 $ 18,916 $ 59 Impact on net income attributable to Knight-Swift $ 237 March 31, 2018 Balance Sheet As Reported Under ASC 606 If Reported Under ASC 605 Effect of Change to ASC 606 (in thousands) Assets Trade receivables, net of allowance for doubtful accounts $ 589,983 $ 572,684 $ 17,299 Liabilities Accrued payroll and purchased transportation $ 117,002 $ 107,271 $ 9,731 Accrued liabilities 187,859 187,658 201 Deferred tax liabilities 671,111 669,282 1,829 Equity Retained earnings $ 1,079,543 $ 1,074,005 $ 5,538 The Company's adoption of ASC Topic 606 did not materially affect basic earnings per share, diluted earnings per share, or cash flows from operations. Cash (ASC Topic 230): ASU 2016-18 — Restricted Cash and ASU 2016-15 — Classification of Certain Cash Receipts and Cash Payments Summary of the Standards — The FASB issued ASU 2016-18, Restricted Cash , in November 2016. The amendments in ASU 2016-18 require that a statement of cash flows explains the change during the reporting period in the total of cash, cash equivalents, including restricted cash and restricted cash equivalents. As such, restricted cash and restricted cash equivalents amounts should be included in the beginning and ending cash balances in the reconciliation at the bottom of the statement of cash flows. The FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, in August 2016. This ASU has several amendments, which are designed to reduce existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU addresses eight specific cash flow issues: 1) debt prepayment or extinguishment costs, 2) settlement of zero-coupon debt instruments, 3) contingent consideration payments made after a business combination, 4) proceeds from settlement of insurance claims, 5) proceeds from settlement of corporate-owned life insurance policies, 6) distributions received from equity method investees, 7) beneficial interests in securitization transactions, and 8) separately identifiable cash flows and application of the predominance principle. Adoption Method and Approach — For public companies, the amendments in these ASUs became effective for annual reporting periods beginning after December 15, 2017. The retrospective transition method is required, with prior periods adjusted to align with the current period presentation. Early adoption was permitted; however, the Company adopted the amendments in these ASUs in the first quarter of 2018. Impact of Adoption — The table below summarizes the impact on the statement of cash flows of adopting ASU 2016-18, including changes made to the statement of cash flows captions. As allowed by the amendments in ASU 2016-15, the Company elected to apply the "Nature of Distribution" approach to classifying cash flows from its equity method investments in Transportation Resource Partners. However, retrospectively applying this approach did not change the presentation of the first quarter 2017 statement of cash flows. There were no other cash flow issues in ASU 2016-15 that impacted the Company's statement of cash flows presentation. Quarter Ended March 31, 2017 As Reported Reclassification Adjustments Adjusted (in thousands) Change in restricted cash and investments $ (21 ) $ 21 $ — Net cash used in investing activities (5,640 ) 21 (5,619 ) Net increase in cash, restricted cash, and equivalents $ 36,756 $ 21 $ 36,777 Cash, restricted cash, and equivalents at beginning of period 8,021 1,385 9,406 Cash , restricted cash, and equivalents at end of period $ 44,777 $ 1,406 $ 46,183 Reconciliation of Cash, Restricted Cash, and Equivalents — The following table reconciles cash, restricted cash, and equivalents per the condensed consolidated statements of cash flows to the condensed consolidated balance sheets. March 31, December 31, March 31, December 31, (In thousands) Balance Sheets Cash and cash equivalents $ 79,184 $ 76,649 $ 44,777 $ 8,021 Cash and cash equivalents – restricted (1) 55,616 73,657 — — Other long-term assets, restricted cash, and investments (1) 1,621 1,427 1,406 1,385 Statement of Cash Flows Cash, restricted cash, and equivalents $ 136,421 $ 151,733 $ 46,183 $ 9,406 (1) Amounts are primarily restricted for claims payments. Income Taxes (ASC Topic 740): ASU 2018-05 —Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 Summary of the Standard — The FASB issued ASU 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , in March 2018. ASU 2018-05 provides clarification to address uncertainty or diversity in views about the application of ASC Topic 740 in the period of enactment. Current Period Impact of Adoption — During the first quarter of 2018, the Company had not updated any estimated provisional amounts previously reported and is still evaluating the impact of the Tax Cuts and Jobs Act. Management will continue to assess its provision for income taxes as future guidance is issued but does not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outline in Staff Accounting Bulletin No. 118. Other ASUs There were various other ASUs that became effective in the first quarter of 2018, which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures. |