Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Revenue (ASC 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— In May 2014, the FASB issued ASU 2014-09, which established ASC 606, Revenue from Contracts with Customers , and superseded the legacy revenue recognition requirements in ASC 605.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 606 on January 1, 2018 by applying the modified retrospective approach, 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 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 606. See Note 2 for the Company's revenue recognition policy, including the five-step analysis. Practical Expedients — As permitted under ASU 2014-09 (and related ASUs), management employed the use of certain practical expedients in adopting ASC 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. Contract Balances — $15.6 million and $17.0 million of in-transit revenue balances are included in "Trade receivables, net of allowance for doubtful accounts" in the consolidated balance sheets as of December 31, 2018 and January 1, 2018, respectively. The Company's contract liability balances as of December 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 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 606 on the 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 606, compared to recognizing revenue at a point in time under ASC 605. 2018 Income Statement As Reported Under ASC 606 If Reported Under ASC 605 Effect of Change to ASC 606 (in thousands) Revenue Revenue, excluding fuel surcharge $ 4,725,288 $ 4,726,578 $ (1,290 ) Fuel surcharge revenue 618,778 618,878 (100 ) Impact on total revenue (1,390 ) Operating Expenses Salaries, wages, and benefits $ 1,495,126 $ 1,495,480 $ 354 Operations and maintenance 340,627 340,645 18 Purchased transportation 1,318,303 1,318,546 243 Impact on total operating expenses 615 Other Expenses Income tax expense $ 131,389 $ 131,613 $ 224 Impact on net income attributable to Knight-Swift $ (551 ) December 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 $ 616,830 $ 601,228 $ 15,602 Liabilities Accrued payroll and purchased transportation $ 126,464 $ 117,341 $ 9,123 Accrued liabilities 151,500 152,506 (1,006 ) Deferred tax liabilities 739,538 736,803 2,735 Equity Retained earnings $ 1,216,852 $ 1,212,102 $ 4,750 The Company's adoption of ASC 606 did not materially affect basic earnings per share, diluted earnings per share, or cash flows from operations. Cash (ASC 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. 2017 As Reported ASU 2016-15 Reclassifications ASU 2016-18 Reclassifications Adjusted (in thousands) Other adjustments to reconcile net income to net cash provided by operating activities (1) $ 10,737 $ 4,021 $ — $ 14,758 Net cash provided by operating activities 318,569 4,021 — 322,590 (Increase) decrease in cash and cash equivalents - restricted (10,215 ) — 10,215 — Net cash, restricted cash, and equivalents acquired from mergers and acquisitions (2) 28,493 — 63,467 91,960 Other cash flows from investing activities (1) 13,957 (4,021 ) 17 9,953 Net cash used in investing activities (273,941 ) (4,021 ) 73,699 (204,263 ) Net increase in cash, restricted cash, and equivalents $ 68,628 $ — $ 73,699 $ 142,327 Cash, restricted cash, and equivalents at beginning of period 8,021 — 1,385 9,406 Cash, restricted cash, and equivalents at end of period $ 76,649 $ — $ 75,084 $ 151,733 (1) See Note 1 for line items that were previously separately presented, but are included in "Other adjustments to reconcile net income to net cash provided by operating activities" and "Other cash flows from investing activities" for the current period presentation. (2) The caption, as previously filed, was "Cash and cash equivalents received with 2017 Merger." 2016 As Reported ASU 2016-15 Reclassifications ASU 2016-18 Reclassifications Adjusted (in thousands) Other adjustments to reconcile net income to net cash provided by operating activities (1) $ 380 $ 422 $ — $ 802 Net cash provided by operating activities 243,354 422 — 243,776 (Increase) decrease in cash and cash equivalents - restricted (6 ) — 6 — Other cash flows from investing activities (1) (12,013 ) (422 ) 376 (12,059 ) Net cash (used in) provided by investing activities (101,020 ) (422 ) 382 (101,060 ) Net (increase) decrease in cash, restricted cash, and equivalents $ (670 ) $ — $ 382 $ (288 ) Cash, restricted cash, and equivalents at beginning of period 8,691 — 1,003 9,694 Cash, restricted cash, and equivalents at end of period $ 8,021 $ — $ 1,385 $ 9,406 (1) See footnote (1) in table above. Reconciliation of Cash, Restricted Cash, and Equivalents — The following table reconciles cash, restricted cash, and equivalents per the consolidated statements of cash flows to the consolidated balance sheets. December 31, December 31, December 31, (in thousands) Balance Sheets Cash and cash equivalents $ 82,486 $ 76,649 $ 8,021 Cash and cash equivalents – restricted 46,888 73,657 — Other long-term assets 1,602 1,427 1,385 Statement of Cash Flows Cash, restricted cash, and equivalents $ 130,976 $ 151,733 $ 9,406 Income Taxes (ASC 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 ("SAB 118") , in March 2018. ASU 2018-05 provides clarification to address uncertainty or diversity in views about the application of ASC 740 in the period of enactment. Current Period Impact of Adoption — During 2018, the Company updated estimated provisional amounts previously reported as follows: Not long after the passage of the Act, the SEC released SAB 118 to provide relief for tax reform recognition in year-end financial statements. The guidance outlines that where the income tax effects of the Act for which an entity has not completed the accounting by the time the registrant issues its financial statements but a reasonable estimate can be determined, that estimate should be reported as a provisional amount in the financial statements during a “measurement period.” The measurement period is now closed. • Under Internal Revenue Code Section 965, the Transition Tax for the year ending December 31, 2017 was calculated to be $3.2 million . During the SAB 118 measurement period there was an adjustment of $0.3 million increase to the Transition Tax. • The statutory rate change impact was a benefit of $367.0 million . During the SAB 118 measurement period there were temporary difference adjustments resulting from tax returns filed and purchase accounting changes. The tax returns filed utilized $2.9 million of favorable temporary differences at the higher historical federal tax rate. The rate change for the tax return adjustments resulted in $0.4 million increased benefit that was a discrete item in 2018. In addition, purchase accounting adjustments to establish additional $6.5 million of legal reserves were established in 2018 at the higher historical federal tax rate. The rate change for the purchase accounting adjustments resulted in $0.9 million increased expense that was a discrete item in 2018. 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. Recently Issued Accounting Pronouncements , Not Yet Adopted Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact December 2018 2018-20: Leases – (Topic 842) Narrow-Scope Improvements for Lessors The amendments in this ASU provide entities with additional guidance about the recognition of variable payments for contracts with lease and nonlease components. These amendments provide lessors the option to exclude certain lessor costs from recognition. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. Refer to ASU 2016-02, below Refer to ASU 2016-02, below November 2018 2018-19: Codification Improvements to Topic 326 – Financial Instruments – Credit Losses The amendments in this ASU make targeted improvements to the implementation guidance in ASU 2016-13. The amendments clarify that receivables arising from operating leases are not within the scope of ASC 326-20, but instead should be accounted for in accordance with Topic 842. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. January 2020, Modified retrospective Currently under evaluation, but not expected to be material August 2018 2018-15: Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract The amendments align the requirements for capitalizing implementation costs in a hosting arrangement with the guidance for internal-use software, resulting in expensing preliminary or post-implementation project costs and capitalizing certain application development costs. The capitalized costs should be included in the balance sheet line that includes prepayment for the fees of the associated hosting arrangement, and amortized over the noncancellable period of the arrangement. Amortization expense should be included in the income statement line that includes the fees associated with the hosting element of the arrangement. Payments for capitalized implementation costs should be classified in the statement of cash flows in the same manner as payments made for hosting element fees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. January 2020, Prospective Currently under evaluation, but not expected to be material August 2018 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework – Change to the Disclosure Requirements for Fair Value Measurement The amendments in this ASU modify several disclosure requirements under Topic 820. These changes include removing the disclosure requirements related to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and adding disclosure requirements about the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Additionally, the amendments remove the phrase "at a minimum" from the codification clarifying that materiality should be considered when evaluating disclosure requirements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. January 2019, Retrospective Not expected to be material (1) Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact July 2018 2018-11: Leases (Topic 842): Targeted Improvements The amendments in this ASU provide entities with an additional transition method for implementing ASC Topic 842, in which entities have the option to apply the new standard at the adoption date, recognizing a cumulative-effect adjustment to the opening balance of retained earnings. Comparative periods would not be restated, and would instead be presented under the legacy ASC Topic 840 guidance. Under certain conditions, the amendments in this ASU also provide lessors a practical expedient regarding separating nonlease components from the associated lease components if the nonlease components would otherwise be accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. Refer to ASU 2016-02, below Refer to ASU 2016-02, below July 2018 2018-10: Leases (Topic 842): Codification Improvements This ASU contains various amendments to ASC Topic 842 that clarify the language, remove inconsistencies, and improve upon other issues, including those associated with implementing the new standard. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. Refer to ASU 2016-02, below Refer to ASU 2016-02, below June 2018 2018-07: Compensation – Improvements to Nonemployee Share-Based Payment Accounting The amendments in this ASU expand the scope of ASC Topic 718 to include share-based payments to nonemployees, and for public business entities include 1) measuring awards to nonemployees at grant-date fair value, 2) measuring awards to nonemployees at the grant date, 3) for awards with performance conditions granted to nonemployees, assessing the probability of satisfying performance conditions when measuring such awards, and 4) generally subjecting equity-classified awards to the requirements of ASC Topic 718, eliminating the requirement to reassess classification upon vesting. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 2019, Modified retrospective Currently under evaluation (2) January 2018 2018-01: Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 The amendments in this ASU permit entities to elect to exclude land easements which were not previously recorded as leases from the evaluation related to the adoption of ASC Topic 842. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. Refer to ASU 2016-02, below Refer to ASU 2016-02, below January 2017 2017-04: Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. January 2020, prospective Currently under evaluation; not expected to be material Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact June 2016 2016-13: Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments The purpose of this ASU is to amend the current incurred loss impairment methodology with a new methodology that reflects expected credit losses and requires a broader range of reasonable and supportable information to inform credit loss estimates. This is the final credit accounting standard, out of a series, with detailed guidance on the new loss reserve model, Current Expected Credit Loss ("CECL"). Among other provisions, the amendments in the ASU require a financial asset (or group of assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Entities are no longer required to wait until a loss is probable to record it. January 2020, Adoption method varies by amendment Currently under evaluation; not expected to be material 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. For public business entities, the new standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 2019, Modified retrospective - cumulative-effect adjustment to beginning balance of retained earnings at the adoption date Expected to be material (3) (1) ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework – Change to the Disclosure Requirements for Fair Value Measurement — Upon adoption, management expects to have fewer disclosures regarding its fair value measurements as a result of the amendments that eliminate "at a minimum" from the phrase, "an entity shall disclose at a minimum." The amendments are intended to allow entities to exercise discretion when considering fair value disclosures, including materiality considerations. Accordingly, the Company will exclude immaterial disclosures regarding fair value measurements from its quarterly and annual reports upon adoption, beginning in the first quarter of 2019. (2) ASU 2018-07: Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting — In accordance with the amendments in this ASU, the Company will be required to measure any nonemployee liability-classified awards that have not been settled by the adoption date and any equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of January 1, 2019. The Company is not expecting a material impact from adopting the amendments in this ASU, as the Company will have no unvested share-based payment awards related to its nonemployee directors as of January 1, 2019. (3) ASC 842, Leases — The Company established an implementation team, which includes support from external experts, to transition the Company from accounting for leases under ASC 840 to accounting for leases under ASC 842. The diagnostic phase of implementing the new standard is complete, and management has selected practical expedients and accounting policies to evaluate the lease population. The Company is substantially complete with the process of extracting and uploading lease data available from existing systems and documents into its new lease software solution. Management expects to elect the package of practical expedients (regarding lease identification, lease classification, and initial direct costs), but not the hindsight practical expedient. Additionally, management expects to elect accounting policies to account for its revenue equipment leases at the portfolio level, to bundle nonlease components with their related lease components (as lessee), and to not recognize a right-of-use asset or lease liability for short-term leases. These policies are not substantially different from the Company’s current accounting policies. After considering the above practical expedient and accounting policy elections, management expects that adopting the new lease standard will result in adding right-of-use assets of $270.0 million to $300.0 million and corresponding lease liabilities of $270.0 million to $300.0 million to the consolidated balance sheet as of January 1, 2019, with the net impact being recorded as a cumulative-effect adjustment to retained earnings, as applicable. The impact of adopting the new lease standard is not expected to be material to the Company’s consolidated income statement, liquidity, or compliance with debt covenants. Since management is continuing to evaluate the impacts of the above standards, disclosures around these preliminary assessments are subject to change. |