Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-35007 | |
Entity Registrant Name | Knight-Swift Transportation Holdings Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5589597 | |
Entity Address, Address Line One | 20002 North 19th Avenue | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85027 | |
City Area Code | 602 | |
Local Phone Number | 269-2000 | |
Title of 12(b) Security | Common Stock $0.01 Par Value | |
Trading Symbol | KNX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 169,823,220 | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001492691 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 119,132 | $ 159,722 | |
Cash and cash equivalents – restricted | [1] | 39,812 | 41,331 |
Restricted investments, held-to-maturity, amortized cost | [2] | 8,836 | 8,912 |
Trade receivables, net of allowance for doubtful accounts of $19,304 and $18,178, respectively | 521,976 | 518,547 | |
Contract balance – revenue in transit | 13,239 | 12,696 | |
Prepaid expenses | 59,134 | 62,160 | |
Assets held for sale | 37,986 | 41,786 | |
Income tax receivable | 12,646 | 17,026 | |
Other current assets | 25,681 | 27,848 | |
Total current assets | 838,442 | 890,028 | |
Gross property and equipment | 3,838,947 | 3,742,739 | |
Less: accumulated depreciation and amortization | (965,777) | (892,019) | |
Property and equipment, net | 2,873,170 | 2,850,720 | |
Operating lease right-of-use assets | 159,283 | 169,425 | |
Goodwill | 2,923,382 | 2,918,992 | |
Intangible assets, net | 1,423,666 | 1,379,459 | |
Other long-term assets | 70,380 | 73,108 | |
Total assets | 8,288,323 | 8,281,732 | |
Current liabilities: | |||
Accounts payable | 168,018 | 99,194 | |
Accrued payroll and purchased transportation | 112,396 | 110,065 | |
Accrued liabilities | 87,480 | 175,222 | |
Claims accruals – current portion | 158,962 | 150,805 | |
Finance lease liabilities and long-term debt – current portion | 377,201 | 377,651 | |
Operating lease liabilities – current portion | 75,224 | 80,101 | |
Total current liabilities | 979,281 | 993,038 | |
Revolving line of credit | 294,000 | 279,000 | |
Finance lease liabilities – less current portion | 55,679 | 57,383 | |
Operating lease liabilities – less current portion | 89,683 | 96,160 | |
Accounts receivable securitization | 179,801 | 204,762 | |
Claims accruals – less current portion | 188,912 | 196,912 | |
Deferred tax liabilities | 785,588 | 771,719 | |
Other long-term liabilities | 25,055 | 14,455 | |
Total liabilities | 2,597,999 | 2,613,429 | |
Commitments and contingencies (Notes 4, 10, and 11) | |||
Stockholders’ equity: | |||
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued | 0 | 0 | |
Common stock, par value $0.01 per share; 500,000 shares authorized; 169,776 and 170,688 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively. | 1,698 | 1,707 | |
Additional paid-in capital | 4,275,834 | 4,269,043 | |
Retained earnings | 1,410,527 | 1,395,465 | |
Total Knight-Swift stockholders' equity | 5,688,059 | 5,666,215 | |
Noncontrolling interest | 2,265 | 2,088 | |
Total stockholders’ equity | 5,690,324 | 5,668,303 | |
Total liabilities and stockholders’ equity | 8,288,323 | 8,281,732 | |
Common Class A [Member] | |||
Stockholders’ equity: | |||
Total stockholders’ equity | $ 1,698 | $ 1,707 | |
[1] | Reflects cash and cash equivalents that are primarily restricted for claims payments. | ||
[2] | Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 19,304 | $ 18,178 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares issued (in shares) | 169,776 | 170,688 |
Common stock, shares outstanding (in shares) | 169,776 | 170,688 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 1,124,798 | $ 1,204,535 |
Operating expenses: | ||
Salaries, wages, and benefits | 354,833 | 363,855 |
Fuel | 121,855 | 138,439 |
Operations and maintenance | 68,404 | 79,760 |
Insurance and claims | 54,280 | 50,136 |
Operating taxes and licenses | 22,169 | 21,803 |
Communications | 4,874 | 5,083 |
Depreciation and amortization of property and equipment | 110,221 | 100,937 |
Amortization of intangibles | 11,474 | 10,693 |
Rental expense | 25,375 | 35,545 |
Purchased transportation | 225,276 | 269,349 |
Impairments | 902 | 0 |
Miscellaneous operating expenses | 23,016 | 12,636 |
Costs and Expenses | 1,022,679 | 1,088,236 |
Operating income | 102,119 | 116,299 |
Other (expenses) income: | ||
Interest income | 832 | 1,016 |
Interest expense | (6,107) | (7,348) |
Other (expense) income, net | (6,507) | 6,139 |
Total other (expenses) income, net | (11,782) | (193) |
Income before income taxes | 90,337 | 116,106 |
Income tax expense | 24,554 | 27,923 |
Net income | 65,783 | 88,183 |
Net income attributable to noncontrolling interest | (357) | (245) |
Net income attributable to Knight-Swift | $ 65,426 | $ 87,938 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.38 | $ 0.51 |
Diluted (in dollars per share) | 0.38 | 0.51 |
Dividends declared per share: (in dollars per share) | $ 0.08 | $ 0.06 |
Weighted average shares outstanding: | ||
Basic (in shares) | 170,617 | 172,971 |
Diluted (in shares) | 171,282 | 173,608 |
Revenue, excluding trucking fuel surcharge [Member] | ||
Total revenue | $ 1,027,095 | $ 1,096,956 |
Trucking fuel surcharge revenue [Member] | ||
Total revenue | $ 97,703 | $ 107,579 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 65,783 | $ 88,183 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property, equipment, and intangibles | 121,695 | 111,630 |
Gain on sale of property and equipment | (3,005) | (11,786) |
Impairments | 902 | 0 |
Deferred income taxes | 15,330 | (9,603) |
Non-cash lease expense | 24,202 | 27,626 |
Other adjustments to reconcile net income to net cash provided by operating activities | 14,065 | (2,762) |
Increase (decrease) in cash resulting from changes in: | ||
Trade receivables | (5,268) | 62,362 |
Income tax receivable | 4,380 | 5,544 |
Accounts payable | 31,084 | (1,811) |
Accrued liabilities and claims accrual | (93,193) | 14,250 |
Operating lease liabilities | (25,414) | (27,403) |
Other assets and liabilities | 4,782 | (12,778) |
Net cash provided by operating activities | 155,343 | 243,452 |
Cash flows from investing activities: | ||
Proceeds from maturities of held-to-maturity investments | 4,350 | 8,315 |
Purchases of held-to-maturity investments | (4,301) | (2,571) |
Proceeds from sale of property and equipment, including assets held for sale | 33,756 | 56,661 |
Payments to Acquire Property, Plant, and Equipment | (109,431) | (105,780) |
Payments to Acquire Other Property, Plant, and Equipment | (352) | (4,271) |
Net cash and equivalents invested in acquisitions | (46,811) | 0 |
Other cash flows from investing activities | (2,793) | 2,925 |
Net cash used in investing activities | (125,582) | (44,721) |
Cash flows from financing activities: | ||
Repayment of finance leases and long-term debt | (14,498) | (8,391) |
Borrowings (repayments) on revolving line of credit, net | 15,000 | (135,000) |
Borrowings under accounts receivable securitization | 0 | 25,000 |
Repayment of accounts receivable securitization | (25,000) | (90,000) |
Proceeds from common stock issued | 3,257 | 2,941 |
Repurchases of the Company's common stock | (34,630) | 0 |
Dividends paid | (13,964) | (10,672) |
Other cash flows from financing activities | (2,050) | (1,662) |
Net cash used in financing activities | (71,885) | (217,784) |
Net decrease in cash, restricted cash, and equivalents | (42,124) | (19,053) |
Cash, restricted cash, and equivalents at beginning of period | 202,228 | 130,976 |
Cash, restricted cash, and equivalents at end of period | 160,104 | 111,923 |
Cash paid (received) during the period for: | ||
Interest | 6,293 | 7,679 |
Income taxes | 3,280 | (124) |
Other Significant Noncash Transactions [Line Items] | ||
Equipment acquired included in accounts payable | 44,084 | 53,572 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,704 | 7,883 |
Property and equipment obtained in exchange for financing lease liabilities reclassified from operating lease liabilities | 12,286 | 0 |
Financing provided to independent contractors for equipment sold [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Other non-cash investing and financing activities | 1,670 | 2,221 |
Transfers from property and equipment to assets held for sale [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Other non-cash investing and financing activities | 15,288 | 26,155 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 18,654 | 0 |
Warehousing Co [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 12,356 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) Reconciliation of Cash, Restricted Cash, and Cash Equivalents - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 119,132 | $ 159,722 | $ 60,215 | $ 82,486 | |
Cash and cash equivalents – restricted | [1] | 39,812 | 41,331 | 50,689 | 46,888 |
Other long-term assets | [1] | 1,160 | 1,175 | 1,019 | 1,602 |
Cash, restricted cash, and equivalents | $ 160,104 | $ 202,228 | $ 111,923 | $ 130,976 | |
[1] | Reflects cash and cash equivalents that are primarily restricted for claims payments. |
Condensed Consolidated Statem_4
Condensed Consolidated Statement Of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Knight-Swift Equity [Member] | Noncontrolling Interest [Member] | Common Class A [Member] |
Beginning balance, shares at Dec. 31, 2018 | 172,844 | |||||
Beginning balance, value at Dec. 31, 2018 | $ 5,462,719 | $ 4,242,369 | $ 1,216,852 | $ 5,460,949 | $ 1,770 | $ 1,728 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued to employees (shares) | 198 | |||||
Common stock issued to employees | 2,375 | 2,373 | 2,375 | $ 2 | ||
Common stock issued under ESPP (Shares) | 24 | |||||
Common stock issued under ESPP | 566 | 566 | 566 | $ 0 | ||
Shares withheld – RSU settlement | (1,514) | 1,514 | (1,514) | |||
Employee stock-based compensation expense | 2,880 | 2,880 | 2,880 | |||
Cash dividends paid and dividends accrued ($0.08 per share) | (10,438) | (10,438) | (10,438) | |||
Net income attributable to Knight-Swift | 87,938 | 87,938 | 87,938 | |||
Distribution to noncontrolling interest | (148) | (148) | ||||
Net income attributable to noncontrolling interest | 245 | 245 | ||||
Ending balance, shares at Mar. 31, 2019 | 173,066 | |||||
Ending balance, value at Mar. 31, 2019 | 5,544,623 | 4,248,188 | 1,292,838 | 5,542,756 | 1,867 | $ 1,730 |
Beginning balance, shares at Dec. 31, 2019 | 170,688 | |||||
Beginning balance, value at Dec. 31, 2019 | 5,668,303 | 4,269,043 | 1,395,465 | 5,666,215 | 2,088 | $ 1,707 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued to employees (shares) | 211 | |||||
Common stock issued to employees | 2,711 | 2,709 | 2,711 | $ 2 | ||
Common stock issued under ESPP (Shares) | 16 | |||||
Common stock issued under ESPP | $ 546 | 546 | 546 | $ 0 | ||
Company shares repurchased, shares | (1,139) | (1,139) | ||||
Company shares repurchased | $ (34,630) | (34,619) | (34,630) | $ (11) | ||
Shares withheld – RSU settlement | (1,971) | (1,971) | (1,971) | |||
Employee stock-based compensation expense | 3,536 | 3,536 | 3,536 | |||
Cash dividends paid and dividends accrued ($0.08 per share) | (13,774) | (13,774) | (13,774) | |||
Net income attributable to Knight-Swift | 65,426 | 65,426 | 65,426 | |||
Distribution to noncontrolling interest | (180) | (180) | ||||
Net income attributable to noncontrolling interest | 357 | 357 | ||||
Ending balance, shares at Mar. 31, 2020 | 169,776 | |||||
Ending balance, value at Mar. 31, 2020 | $ 5,690,324 | $ 4,275,834 | $ 1,410,527 | $ 5,688,059 | $ 2,265 | $ 1,698 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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 are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Description of Business Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the quarter ended March 31, 2020 , the Company operated an average of 18,462 tractors (comprised of 16,339 company tractors and 2,123 independent contractor tractors) and 57,716 trailers within the Trucking segment. Additionally, the Company operated an average of 601 tractors and 9,856 containers in the Intermodal segment. The Company's three reportable segments are Trucking, Logistics, and Intermodal. Basis of Presentation The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2019 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented. With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters. Changes in Presentation Changes in presentation associated with adopting accounting pronouncements are included in Note 2. Beginning in the second quarter of 2019, the Company presents fuel surcharge revenue generated within only its Trucking segment within "Trucking fuel surcharge" in the condensed consolidated statements of comprehensive income. Fuel surcharge revenue generated within the remaining segments is included in "Revenue, excluding trucking fuel surcharge." Prior period amounts have been reclassified to align with the current period presentation. Seasonality In the transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's fleet, independent contractors, and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry. Impact of COVID-19 During the first quarter of 2020, COVID-19 became a global pandemic, which triggered a significant downturn in the global economy. The Company continues to operate its business through the COVID-19 pandemic and has taken many additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates. As part of the Company's efforts to safeguard its employees and promote business continuity, management has taken additional precautions to enhance the sanitization process of its equipment and properties, increase the social distancing of its employees by working remotely where possible, and provide driving associates with essential provisions and enhanced bonus opportunities while they are over the road delivering freight to Knight-Swift's customers. During the first quarter of 2020, we incurred $2.3 million of incremental costs directly associated with COVID-19. There are various uncertainties that have arisen from the COVID-19 pandemic. While management is continuing to monitor the impact of the pandemic on Knight-Swift, including its employees, customers, independent contractors, stockholders, and other business partners and stakeholders, it is difficult to predict the impact that the pandemic will have on future results of its operations, financial position, and liquidity. This has caused some uncertainties around various accounting estimates. Due to these uncertainties, our accounting estimates may change, as management's assessment of the impacts of the COVID-19 pandemic continues to evolve. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2016-13: Financial Instruments – Credit Losses (Topic 326) — Measurements of Credit Losses on Financial Instruments Summary of the Standard — In June 2016, the FASB issued ASU 2016-13, which, in addition to several clarifying ASUs, established the new ASC Topic 326, Financial Instruments — Credit Losses ("CECL"). The new CECL standard amends the FASB's guidance on the impairment of financial instruments. Specifically, it adds the CECL impairment model to GAAP which is based on expected losses rather than incurred losses. This is intended to result in more timely recognition of such losses. Under the new CECL standard, an entity recognizes as an allowance its estimate of lifetime expected credit losses. The new CECL standard is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new CECL standard makes targeted changes to the impairment model for available-for-sale debt securities and moves the guidance from ASC Topic 320 to ASC Subtopic 326-30. For public business entities, the new standard was effective for annual and interim reporting periods beginning after December 15, 2019. For most debt instruments, entities are required to adopt the new CECL standard using a modified retrospective approach, meaning that entities will record a cumulative-effect adjustment to equity as of the beginning of the first reporting period in which the guidance is effective. Practical Expedient — As permitted under ASU 2016-13 (and related ASUs), management elected to apply the collateral dependent financial asset practical expedient which allows entities to measure the expected credit losses for the financial asset by comparing the amortized cost basis with the fair value of the collateral at the reporting date, rather than using the fair value of the financial asset. Current Period Impact of Adoption — The Company adopted ASC Topic 326 on January 1, 2020 using the modified retrospective approach. Upon adoption of the standard management assessed the potential impact of the CECL model on each type of the Company's financial assets and determined that there was no material impact on the Company's financial statements or accounting policies. ASU 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 Summary of the Standard — In August 2018, the FASB issued ASU 2018-15, which amends ASC Subtopic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract ("Service CCA"). The amendments in ASU 2018-15 align the accounting for costs incurred to implement a Service CCA with previously codified guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC Subtopic 350-40 to include in its scope implementation costs incurred with a Service CCA. This addition clarifies that a customer should apply the guidance from ASC Paragraph 350-40-25 to determine which stage the project is in before assessing whether implementation costs should be capitalized in a Service CCA that is considered a service contract. These capitalized items should be recorded within the same balance sheet line item as a prepayment for any fees. Any capitalized costs from the Service CCA should be expensed over the term of the hosting arrangement, which includes the noncancelable period and any options to extend that are reasonably certain to be exercised and recorded in the same line item as fees associated with the hosting element of the arrangement. The amendments in this ASU were effective for public business entities for fiscal years beginning after December 15, 2019 and could be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Current Period Impact of Adoption — The Company adopted the amendments in ASU 2018-15 on January 1, 2020 and elected to apply the amendments on a prospective basis to implementation costs incurred after the date of adoption. Upon review of the Service CCA's entered into during the first quarter of 2020, management has determined that adoption of the amendments has not had a material impact on the Company's financial statements and related accounting policies. ASU 2017-04: Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment Summary of the Standard — In January 2017, the FASB issued ASU 2017-04, which amends ASC Topic 350 by simplifying the goodwill impairment test. 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. The amendments also require companies to disclose the amounts of goodwill allocated to each reporting unit with a zero or negative carrying amount of assets. The amendments were effective for public business entities for fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Current Period Impact of Adoption — The Company adopted the amendments in ASU 2017-14 on January 1, 2020 on a prospective basis. Management has updated the Company's accounting policy to incorporate the amendments in the ASU and has included the revised disclosure requirements below. Refer to Note 7 for disclosures about the Company's goodwill balances. Accounting Policy Update Goodwill — Management evaluates goodwill on an annual basis as of June 30 th , or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the fair value, then management will recognize an impairment loss of the same amount. This loss is only limited to the total amount of goodwill allocated to that reporting unit. Other ASUs There were various other ASUs that became effective during the quarter ended March 31, 2020 , which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures. Recently Issued Accounting Pronouncements Date Issued Reference Description Adoption Date and Method Financial Statement Impact March 2020 2020-04: Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting 1 The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for any interim period after March 12, 2020 and should be applied on a prospective basis. March 2020 No material impact 2 March 2020 2020-03: Codification Improvements Financial Instruments 1 The amendments within this ASU updated several sections of the codification and how various topics and subtopics interacted due to new guidance on financial instruments. This includes addressing issues related to fair value option disclosures, line-of-credit or revolving-debt arrangements and leases among others. The amendments should be applied prospectively and have varying effective dates which were all in effect for public business entities prior to issuance of the ASU. March 2020, Adoption Prospective No material impact February 2020 2020-02: Financial Instruments – Credit Losses (Topic 326), Leases – (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) 1 The amendments in this ASU incorporate discussion from SEC Staff Accounting Bulletin No. 119 about expected implementation practices related to ASC Topic 326. The amendments also codify SEC Staff announcement that it would not object to the FASB's update to effective dates for major updates which were amended within ASU 2019-10. January 2021, Adoption method varies by amendment Adopted January 1, 2020, no material impact January 2020 2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The amendments clarify that an entity should consider observable transactions when determining to apply or discontinue the equity method for the purposes of applying the measurement alternative. The amendments also clarify that an entity would not consider whether a purchased option would be accounted for under the equity method when applying ASC 815-10-15-141(a). January 2021, Prospective Currently under evaluation, but not expected to be material 1 Adopted during the first quarter of 2020. 2 As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. The Company's Term Loan also references LIBOR and management is currently underway with refinancing, as the Term Loan matures in October of 2020. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2016-13: Financial Instruments – Credit Losses (Topic 326) — Measurements of Credit Losses on Financial Instruments Summary of the Standard — In June 2016, the FASB issued ASU 2016-13, which, in addition to several clarifying ASUs, established the new ASC Topic 326, Financial Instruments — Credit Losses ("CECL"). The new CECL standard amends the FASB's guidance on the impairment of financial instruments. Specifically, it adds the CECL impairment model to GAAP which is based on expected losses rather than incurred losses. This is intended to result in more timely recognition of such losses. Under the new CECL standard, an entity recognizes as an allowance its estimate of lifetime expected credit losses. The new CECL standard is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new CECL standard makes targeted changes to the impairment model for available-for-sale debt securities and moves the guidance from ASC Topic 320 to ASC Subtopic 326-30. For public business entities, the new standard was effective for annual and interim reporting periods beginning after December 15, 2019. For most debt instruments, entities are required to adopt the new CECL standard using a modified retrospective approach, meaning that entities will record a cumulative-effect adjustment to equity as of the beginning of the first reporting period in which the guidance is effective. Practical Expedient — As permitted under ASU 2016-13 (and related ASUs), management elected to apply the collateral dependent financial asset practical expedient which allows entities to measure the expected credit losses for the financial asset by comparing the amortized cost basis with the fair value of the collateral at the reporting date, rather than using the fair value of the financial asset. Current Period Impact of Adoption — The Company adopted ASC Topic 326 on January 1, 2020 using the modified retrospective approach. Upon adoption of the standard management assessed the potential impact of the CECL model on each type of the Company's financial assets and determined that there was no material impact on the Company's financial statements or accounting policies. ASU 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 Summary of the Standard — In August 2018, the FASB issued ASU 2018-15, which amends ASC Subtopic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract ("Service CCA"). The amendments in ASU 2018-15 align the accounting for costs incurred to implement a Service CCA with previously codified guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC Subtopic 350-40 to include in its scope implementation costs incurred with a Service CCA. This addition clarifies that a customer should apply the guidance from ASC Paragraph 350-40-25 to determine which stage the project is in before assessing whether implementation costs should be capitalized in a Service CCA that is considered a service contract. These capitalized items should be recorded within the same balance sheet line item as a prepayment for any fees. Any capitalized costs from the Service CCA should be expensed over the term of the hosting arrangement, which includes the noncancelable period and any options to extend that are reasonably certain to be exercised and recorded in the same line item as fees associated with the hosting element of the arrangement. The amendments in this ASU were effective for public business entities for fiscal years beginning after December 15, 2019 and could be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Current Period Impact of Adoption — The Company adopted the amendments in ASU 2018-15 on January 1, 2020 and elected to apply the amendments on a prospective basis to implementation costs incurred after the date of adoption. Upon review of the Service CCA's entered into during the first quarter of 2020, management has determined that adoption of the amendments has not had a material impact on the Company's financial statements and related accounting policies. ASU 2017-04: Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment Summary of the Standard — In January 2017, the FASB issued ASU 2017-04, which amends ASC Topic 350 by simplifying the goodwill impairment test. 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. The amendments also require companies to disclose the amounts of goodwill allocated to each reporting unit with a zero or negative carrying amount of assets. The amendments were effective for public business entities for fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Current Period Impact of Adoption — The Company adopted the amendments in ASU 2017-14 on January 1, 2020 on a prospective basis. Management has updated the Company's accounting policy to incorporate the amendments in the ASU and has included the revised disclosure requirements below. Refer to Note 7 for disclosures about the Company's goodwill balances. Accounting Policy Update Goodwill — Management evaluates goodwill on an annual basis as of June 30 th , or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the fair value, then management will recognize an impairment loss of the same amount. This loss is only limited to the total amount of goodwill allocated to that reporting unit. Other ASUs There were various other ASUs that became effective during the quarter ended March 31, 2020 , which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures. Recently Issued Accounting Pronouncements Date Issued Reference Description Adoption Date and Method Financial Statement Impact March 2020 2020-04: Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting 1 The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for any interim period after March 12, 2020 and should be applied on a prospective basis. March 2020 No material impact 2 March 2020 2020-03: Codification Improvements Financial Instruments 1 The amendments within this ASU updated several sections of the codification and how various topics and subtopics interacted due to new guidance on financial instruments. This includes addressing issues related to fair value option disclosures, line-of-credit or revolving-debt arrangements and leases among others. The amendments should be applied prospectively and have varying effective dates which were all in effect for public business entities prior to issuance of the ASU. March 2020, Adoption Prospective No material impact February 2020 2020-02: Financial Instruments – Credit Losses (Topic 326), Leases – (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) 1 The amendments in this ASU incorporate discussion from SEC Staff Accounting Bulletin No. 119 about expected implementation practices related to ASC Topic 326. The amendments also codify SEC Staff announcement that it would not object to the FASB's update to effective dates for major updates which were amended within ASU 2019-10. January 2021, Adoption method varies by amendment Adopted January 1, 2020, no material impact January 2020 2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The amendments clarify that an entity should consider observable transactions when determining to apply or discontinue the equity method for the purposes of applying the measurement alternative. The amendments also clarify that an entity would not consider whether a purchased option would be accounted for under the equity method when applying ASC 815-10-15-141(a). January 2021, Prospective Currently under evaluation, but not expected to be material 1 Adopted during the first quarter of 2020. 2 As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. The Company's Term Loan also references LIBOR and management is currently underway with refinancing, as the Term Loan matures in October of 2020. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On January 1, 2020 , pursuant to a stock purchase agreement (the "SPA") the Company acquired 100.0% of the equity interests of a warehousing-related company (the "Warehousing Co.") with locations throughout the Central US. The total purchase price consideration of $66.9 million consisted of approximately $48.2 million in cash to the sellers at closing, and contingent consideration consisting of three additional annual payments of up to $8.1 million each (or $24.3 million in total), representing the maximum possible annual deferred payments to the sellers based on Warehousing Co.'s earnings before interest and taxes ("EBIT") for each of the calendar years ending December 31, 2020, December 31, 2021, and the annualized six-month period ending June 30, 2022. In order to estimate Warehousing Co.'s future performance, the Company utilized the Monte Carlo simulation method using certain inputs, including Warehousing Co.'s forecasted EBIT, discount rate, dividend yields, expected volatility, and expected stock returns during the above measurement periods. Based on the above inputs, the present value of the total contingent consideration was estimated to equal $18.7 million as of January 1, 2020. The Company funded the acquisition through cash-on-hand and borrowing on the Revolver on the date of the transaction. At closing, $6.8 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and remains subject to further adjustments. The SPA included an election under the Internal Revenue Code Section 338(h)(10). Accordingly, the book and tax basis of the acquired assets and liabilities are the same as of the purchase date. The SPA contains customary representations, warranties, covenants, and indemnification provisions. The goodwill recognized represents expected synergies from combining the operations of Warehousing Co. with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes. The purchase price allocation for the acquisition is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, pending the completion of valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed, and assessment of other tax related items. As the Company obtains more information, the preliminary purchase price allocation disclosed below is subject to change. Any future adjustments to the preliminary purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date. The following table summarizes the fair value of the consideration transferred as of the acquisition date: January 1, 2020 Opening Balance Sheet as Reported at March 31, 2020 (in thousands) Fair value of the consideration transferred $ 66,854 Cash and cash equivalents 1,388 Trade and other receivables 3,301 Prepaid expenses 608 Other current assets 78 Property and equipment 1,938 Operating lease right-of-use assets 12,356 Identifiable intangible assets ¹ 55,681 Deferred tax assets 54 Other noncurrent assets 404 Total assets 75,808 Accounts payable (347 ) Accrued liabilities (644 ) Operating lease liabilities – current portion (4,451 ) Operating lease liabilities – less current portion (7,905 ) Total liabilities (13,347 ) Goodwill $ 4,393 1 Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name. |
Restricted Investments, Held-to
Restricted Investments, Held-to-Maturity | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Investments [Abstract] | |
Restricted Investments, Held-to-Maturity | Restricted Investments, Held-to-Maturity The following tables present the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments, held-to-maturity: March 31, 2020 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 8,836 $ 1 $ (31 ) $ 8,806 Restricted investments, held-to-maturity $ 8,836 $ 1 $ (31 ) $ 8,806 December 31, 2019 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 8,912 $ 4 $ (1 ) $ 8,915 Restricted investments, held-to-maturity $ 8,912 $ 4 $ (1 ) $ 8,915 As of March 31, 2020 , the contractual maturities of the restricted investments, held-to-maturity, were one year or less. There were 12 securities and 7 securities that were in an unrealized loss position for less than twelve months as of March 31, 2020 and December 31, 2019 , respectively. The Company did not recognize any impairment losses related to its held-to-maturity investments during the quarters ended March 31, 2020 or 2019 , respectively. Refer to Note 16 for additional information regarding fair value measurements of the Company's investments. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Assets Held For Sale | Assets Held for Sale The Company expects to sell its assets held for sale, which primarily consist of revenue equipment, within the next twelve months . Revenue equipment held for sale totaled $38.0 million and $41.8 million as of March 31, 2020 and December 31, 2019 , respectively. Net gains on disposals, including disposals of property and equipment classified as assets held for sale, reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income, were $3.0 million and $11.8 million for the quarters ended March 31, 2020 and 2019 , respectively. The Company recognized impairment losses related to assets held for sale of $0.1 million during the quarter ended March 31, 2020 . The Company did not recognize any impairment losses related to assets held for sale during the quarter ended March 31, 2019 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The changes in the carrying amount of goodwill were as follows: (In thousands) Goodwill, balance at December 31, 2019 $ 2,918,992 Adjustments relating to deferred tax assets (3 ) Acquisition ¹ 4,393 Goodwill, balance at March 31, 2020 $ 2,923,382 1 The goodwill associated with the acquisition referenced in Note 4 was allocated to the non-reportable segment. The Company did not record any goodwill impairments during the quarter ended March 31, 2020 or 2019 . Other Intangible Assets Other intangible asset balances were as follows: March 31, December 31, (In thousands) Definite-lived intangible assets ¹ Gross carrying amount $ 894,597 $ 839,516 Accumulated amortization (111,431 ) (99,957 ) Definite-lived intangible assets, net $ 783,166 $ 739,559 Trade names: Gross carrying amount 640,500 639,900 Intangible assets, net $ 1,423,666 $ 1,379,459 1 The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally developed software, and others. Identifiable intangible assets subject to amortization have been recorded at fair value. Intangible assets related to acquisitions other than the 2017 Merger are amortized over a weighted-average amortization period of 18.9 years . The Company's customer relationship intangible assets related to the 2017 Merger are being amortized over a weighted average amortization period of 19.9 years . As of March 31, 2020 , management anticipates that the composition and amount of amortization associated with intangible assets will be $34.4 million for the remainder of 2020, $45.9 million in 2021, $45.8 million in 2022, and $45.2 million for each of the years 2023 and 2024. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets, and other events. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate — The effective tax rate was 27.2% for the first quarter of 2020, compared to 24.0% for the first quarter of 2019. The Company recognized discrete items relating to foreign currency fluctuations and stock compensation deductions during the quarter ended March 31, 2020 . Valuation Allowance — The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is not required. Management believes that it is more like ly than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. All other deferred tax assets are expected to be realized and utilized by continued profitability in future periods. Unrecognized Tax Benefits — Management believes it is reasonably possible that a decrease of up to $1.0 million in unrecognized tax benefits relating to federal deductions may be necessary within the next twelve months. Interest and Penalties — Accrued interest and penalties related to unrecognized tax benefits was approximately $0.4 million for the periods ended March 31, 2020 and December 31, 2019 . Tax Examinations — The Company is currently under examination by the IRS for the 2012 tax year and management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Certain of the Company's subsidiaries are also currently under examination by various state jurisdictions for tax years ranging from 2013 to 2018 . 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 2014 remain subject to examination. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 3 Months Ended |
Mar. 31, 2020 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Accounts Receivable Securitization The 2018 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. As of March 31, 2020 , the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating. The 2018 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of March 31, 2020 . Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries. The following table summarizes the key terms of the 2018 RSA (dollars in thousands): 2018 RSA Effective date July 11, 2018 Final maturity date July 9, 2021 Borrowing capacity $325,000 Accordion option ¹ $175,000 Unused commitment fee rate ² 20 to 40 basis points Program fees on outstanding balances ³ one-month LIBOR + 80 to 100 basis points 1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 2 The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized. 3 The 2018 RSA program fee is based on the Company's consolidated total net leverage ratio. As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. Availability under the 2018 RSA is calculated as follows: March 31, December 31, (In thousands) Borrowing base, based on eligible receivables $ 276,500 $ 299,100 Less: outstanding borrowings ¹ (180,000 ) (205,000 ) Less: outstanding letters of credit (68,841 ) (70,841 ) Availability under accounts receivable securitization facilities $ 27,659 $ 23,259 1 Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets, offset by $0.2 million of deferred loan costs as of March 31, 2020 and December 31, 2019 . Interest accrued on the aggregate principal balance at a rate of 2.4% and 2.6% as of March 31, 2020 and December 31, 2019 , respectively. Program fees and unused commitment fees are recorded in "Interest expense" in the condensed consolidated statements of comprehensive income. The Company incurred accounts receivable securitization program fees of $1.4 million and $2.0 million during the quarters ended March 31, 2020 and 2019 , respectively. Refer to Note 16 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments Purchase Commitments As of March 31, 2020 , the Company had outstanding commitments to purchase revenue equipment of $405.7 million in the remainder of 2020 ( $274.0 million of which were tractor commitments) and none thereafter. These purchases may be financed through any combination of operating leases, finance leases, debt, proceeds from sales of existing equipment, and cash flows from operations. As of March 31, 2020 , the Company had outstanding commitments to purchase facilities and non-revenue equipment of $6.0 million in the remainder of 2020 , $1.2 million in the two-year period 2021 through 2022, $0.2 million in the two-year period 2023 through 2024, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. TRP Commitments Since 2003, Knight has entered into partnership agreements with entities that make privately-negotiated equity investments. In these agreements, Knight committed to invest in return for an ownership percentage. During the first quarter of 2020, Knight entered into a $20.0 million commitment to invest in the newly formed TRP Capital Partners V, LP with the entire commitment outstanding as of March 31, 2020 . There were no other material changes related to the previously disclosed TRP commitments during the quarter ended March 31, 2020 . |
Contingencies and Legal Proceed
Contingencies and Legal Proceedings | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Proceedings | Contingencies and Legal Proceedings 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. The Company has made accruals with respect to its legal matters where appropriate, which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $27.7 million , relating to the Company's outstanding legal proceedings as of March 31, 2020 . Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS CRST Expedited Plaintiff alleges tortious interference with contract and unjust enrichment related to non-competition agreements entered into with certain of its drivers. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in CRST Expedited, Inc. Swift Transportation Co. of Arizona LLC. March 20, 2017 United States District Court for the Northern District of Iowa Recent Developments and Current Status In July 2019, a jury issued an adverse verdict in this lawsuit. The Company is reviewing all options including post-trial motions seeking to overturn the jury verdict and if necessary, an appeal. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. California Wage, Meal, and Rest 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 Recent Developments and Current Status In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. Arizona Minimum Wage Class Action The plaintiffs generally allege one or more of the following: 1) failure to minimum wage for the first day of orientation; 2) failure to pay minimum wage for time spent studying; 3) failure to pay minimum wage for 16 hours per day; and 4) failure to pay minimum wage for the first eight hours of sleeper berth time. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Pamela Julian ¹ Swift Transportation Co., Inc. and Swift Transportation Co. of Arizona LLC December 29, 2015 United States District Court for the District of Arizona Recent Developments and Current Status In December 2019, the court awarded damages for failure to pay minimum wage for 16 hours per day. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. 1 Individually and on behalf of all others similarly situated. INDEPENDENT CONTRACTOR MATTERS Ninth Circuit Independent Contractor Misclassification Class Action The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. 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 In January 2020, the court granted final approval of the settlement in this matter. In March 2020 the Company paid the settlement amount approved by the court. As of March 31, 2020, the Company has a reserve accrued for anticipated costs associated with finalizing this matter. 1 Individually and on behalf of all others similarly situated. Self Insurance Automobile Liability, General Liability, and Excess Liability — Effective November 1, 2019, the Company has $130.0 million excess auto liability ("AL") coverage. For prior years, Swift and Knight maintained separately varying excess AL and general liability limits. During prior policy periods, Swift AL claims are subject to a $10.0 million self-insured retention ("SIR") per occurrence and Knight AL claims were subject to a $1.0 million to $3.0 million SIR per occurrence. Additionally, Knight carries a $2.5 million aggregate deductible for any loss or losses within the $5.0 million excess of $5.0 million layer of coverage. Effective March 1, 2020, Knight and Swift retain the same $10.0 million SIR per occurrence. Cargo Damage and Loss — The Company is insured against cargo damage and loss with liability limits of $2.0 million per truck or trailer with a $10.0 million limit per occurrence. This coverage also includes a $1.0 million limit for tobacco loads and a $250 thousand deductible. Workers' Compensation and Employers' Liability — The Company is self-insured for workers' compensation coverage. Swift maintains statutory coverage limits, subject to a $5.0 million SIR for each accident or disease. Effective March 1, 2019, Knight maintains statutory coverage limits, subject to a $2.0 million SIR for each accident or disease. Prior to March 1, 2019, the Knight SIR was $1.0 million per occurrence. Medical — Knight maintains primary and excess coverage for employee medical expenses and hospitalization, with a $0.3 million self-insured retention per claimant. Through December 31, 2019, Swift was fully insured on its medical benefits (subject to contributed premiums). Effective January 1, 2020, Swift provides primary and excess coverage for employee medical expenses and hospitalization, with self-insured retention of $0.5 million per claimant to all employees. |
Share Repurchase Plan
Share Repurchase Plan | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Share Repurchase Plan | Share Repurchase Plan On May 31, 2019, the Company announced that the Board approved the repurchase of up to $250.0 million worth of the Company's outstanding common stock (the "2019 Knight-Swift Share Repurchase Plan"), which replaced the previous share repurchase plan. The following table presents the Company's repurchases of its common stock under the 2019 Knight-Swift Share Repurchase Plan, excluding advisory fees: Share Repurchase Plan Quarter Ended March 31, 2020 Board Approval Date Authorized Amount Shares Amount (in thousands) May 30, 2019 ¹ $250,000 1,139 $ 34,630 1,139 $ 34,630 1 $199.0 million and $233.6 million remained available under the 2019 Knight-Swift Share Repurchase Plan as of March 31, 2020 and December 31, 2019 |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Weighted Average Shares Outstanding | Weighted Average Shares Outstanding Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period. The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Quarter Ended March 31, 2020 2019 (In thousands) Basic weighted average common shares outstanding 170,617 172,971 Dilutive effect of equity awards 665 637 Diluted weighted average common shares outstanding 171,282 173,608 Anti-dilutive shares excluded from diluted earnings per share ¹ 256 997 1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: Quarter Ended March 31, 2020 2019 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Freight Services: Central Freight Lines ¹ $ 6,816 $ — $ 3,116 $ — SME Industries ¹ — — 155 — Total $ 6,816 $ — $ 3,271 $ — Facility and Equipment Leases: Central Freight Lines ¹ $ — $ 92 $ 244 $ 93 Other Affiliates ¹ 5 73 4 — Total $ 5 $ 165 $ 248 $ 93 Other Services: Central Freight Lines ¹ $ 15 $ — $ — $ — DPF Mobile ¹ — 12 — 44 Other Affiliates ¹ 9 — 10 618 Total $ 24 $ 12 $ 10 $ 662 1 Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. "Other affiliates" includes entities that are associated with various board members and executives and require approval by the Board prior to completing transactions. Transactions with these entities include freight services, facility and equipment leases, equipment sales, and other services. • Freight Services Provided by Knight-Swift — The Company charges each of these companies for transportation services. • Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. Receivables and payables pertaining to related party transactions were: March 31, 2020 December 31, 2019 Receivable Payable Receivable Payable (In thousands) Central Freight Lines $ 5,703 $ — $ 2,872 $ — SME Industries — — 17 — DPF Mobile — 5 — 2 Other Affiliates — 2 — — Total $ 5,703 $ 7 $ 2,889 $ 2 |
Information by Segment and Geog
Information by Segment and Geography | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Information by Segment and Geography | Information by Segment and Geography Segment Information The Company has three reportable segments: Trucking, Logistics, and Intermodal, as well as the non-reportable segments, discussed below. Based on how economic factors affect the nature, amount, timing, and uncertainty of revenue or cash flows, the Company disaggregates revenues by reportable segment for the purposes of applying the ASC Topic 606 guidance. Trucking The Trucking segment is comprised of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations. Logistics The Logistics segment is primarily comprised of brokerage and other freight management 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 the Company's revenue for drayage to transport loads between the railheads and customer locations. Non-reportable The non-reportable segments include support services provided to the Company's customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions). Intersegment Eliminations Certain operating segments provide transportation and related services for other affiliates outside of their reportable segments. For certain operating segments, such services are billed at cost, and no profit is earned. For the other operating segments, revenues for such services are based on negotiated rates, 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 Knight-Swift's consolidated results. The following tables present the Company's financial information by segment: Quarter Ended March 31, 2020 2019 Revenue: (In thousands) Trucking $ 919,061 $ 973,245 Logistics 79,198 88,952 Intermodal 94,731 116,367 Subtotal $ 1,092,990 $ 1,178,564 Non-reportable segments 46,242 37,764 Intersegment eliminations (14,434 ) (11,793 ) Total revenue $ 1,124,798 $ 1,204,535 Quarter Ended March 31, 2020 2019 Operating income (loss): (In thousands) Trucking $ 107,334 $ 115,175 Logistics 3,719 7,283 Intermodal (2,737 ) 2,361 Subtotal $ 108,316 $ 124,819 Non-reportable segments (6,197 ) (8,520 ) Operating income $ 102,119 $ 116,299 Quarter Ended March 31, 2020 2019 Depreciation and amortization of property and equipment: (In thousands) Trucking $ 93,548 $ 84,510 Logistics 207 155 Intermodal 3,488 3,360 Subtotal $ 97,243 $ 88,025 Non-reportable segments 12,978 12,912 Depreciation and amortization of property and equipment $ 110,221 $ 100,937 Geographical Information In the aggregate, total revenue from the Company's foreign operations was less than 5.0% of consolidated total revenue for the quarters ended March 31, 2020 and 2019 . Additionally, long-lived assets on the Company's foreign subsidiary balance sheets were less than 5.0% of consolidated total assets as of March 31, 2020 and December 31, 2019 . |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement ASC Topic 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of March 31, 2020 and December 31, 2019 , the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different. The estimated fair values of the Company's financial instruments represent management's best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects management's own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances. The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument. Restricted Investments, Held-to-Maturity — The estimated fair value of the Company's restricted investments, held-to-maturity, is based on quoted prices in active markets that are readily and regularly obtainable. See Note 5 for additional disclosures regarding restricted investments, held-to-maturity. Transportation Resource Partners — The estimated fair value of the Company's investments with Transportation Resource Partners are privately negotiated equity investments. The carrying amount of these investments approximates the fair value. Equity Securities — The estimated fair value of the Company's investments in equity securities is based on quoted prices in active markets that are readily and regularly obtainable. Debt Instruments and Leases — For notes payable under the Revolver and the Term Loan, fair value approximates the carrying value due to the variable interest rate. The carrying value of the 2018 RSA approximates fair value, as the underlying receivables are short-term in nature and only eligible receivables (such as those with high credit ratings) are qualified to secure the borrowed amounts. For finance and operating leases, the carrying value approximates the fair value, as the Company's finance and operating leases are structured to amortize in a manner similar to the depreciation of the underlying assets. Other — Cash and cash equivalents, restricted cash, net accounts receivable, income tax refund receivable, and accounts payable represent financial instruments for which the carrying amount approximates fair value, as they are short-term in nature. These instruments are accordingly excluded from the disclosures below. All remaining balance sheet amounts excluded from the below are not considered financial instruments, subject to this disclosure. The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities: March 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments, held-to-maturity ¹ $ 8,836 $ 8,806 $ 8,912 $ 8,915 TRP Investments 30,338 30,338 30,878 30,878 Investments in equity securities ² 9,843 9,843 8,722 8,722 Financial Liabilities: Term Loan, due October 2020 ³ $ 364,883 $ 365,000 $ 364,825 $ 365,000 2018 RSA, due July 2021 4 179,801 180,000 204,762 205,000 Revolver, due October 2022 294,000 294,000 279,000 279,000 1 Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. 2 The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets. 3 The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – current portion," on the condensed consolidated balance sheets and is net of $0.1 million and $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019 , respectively. 4 The carrying amount of the 2018 RSA is included in "Accounts receivable securitization," on the condensed consolidated balance sheets and is net of $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019 . Recurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a recurring basis as of March 31, 2020 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses (In thousands) As of March 31, 2020 Investments in equity securities ¹ $ 9,843 $ 9,843 $ — $ — $ (5,279 ) As of December 31, 2019 Investments in equity securities ¹ $ 8,722 $ 8,722 $ — $ — $ (184 ) 1 Total unrealized losses for these investments are included within "Other (expense) income, net" within the condensed consolidated statements of comprehensive income for the quarter ended March 31, 2020 . The Company did not sell any equity investments during the quarters ended March 31, 2020 or 2019 and therefore did not realize any losses on these investments. Recurring Fair Value Measurements (Liabilities) — As of March 31, 2020 and December 31, 2019 , there were no major categories of liabilities on the condensed consolidated balance sheets estimated at fair value that were measured on a recurring basis. Nonrecurring Fair Value Measurements (Assets) — 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 March 31, 2020 and December 31, 2019 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses (In thousands) As of March 31, 2020 Equipment ¹ $ 350 $ — $ 350 $ — $ (902 ) As of December 31, 2019 Leasehold improvements ² $ — $ — $ — $ — $ (2,182 ) Equipment ³ 1,380 — 1,380 — (870 ) Software 4 — — — — (434 ) 1 During the first quarter of 2020, the Company incurred impairment charges which were associated with revenue equipment held for sale and trailer tracking systems. 2 During the second quarter of 2019, the Company incurred an impairment of leasehold improvements related to the early termination of a lease on one of its operating properties. This impairment was recorded in the Trucking segment. 3 During the fourth quarter of 2019, the Company incurred impairment charges which were associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. These impairments were allocated between the Logistics and non-reportable segments based on each segment’s use of the assets. 4 During the fourth quarter of 2019, the Company incurred impairment charges related to discontinued use of software systems. These impairments were allocated between the Logistics and non-reportable segments based on each segment's use of the assets. Nonrecurring Fair Value Measurements (Liabilities) — As of March 31, 2020 and December 31, 2019 , the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis. |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented. |
Recently Adopted Accounting P_2
Recently Adopted Accounting Pronouncements Recently Adopted Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill — Management evaluates goodwill on an annual basis as of June 30 th , or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the fair value, then management will recognize an impairment loss of the same amount. This loss is only limited to the total amount of goodwill allocated to that reporting unit. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Date Issued Reference Description Adoption Date and Method Financial Statement Impact March 2020 2020-04: Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting 1 The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for any interim period after March 12, 2020 and should be applied on a prospective basis. March 2020 No material impact 2 March 2020 2020-03: Codification Improvements Financial Instruments 1 The amendments within this ASU updated several sections of the codification and how various topics and subtopics interacted due to new guidance on financial instruments. This includes addressing issues related to fair value option disclosures, line-of-credit or revolving-debt arrangements and leases among others. The amendments should be applied prospectively and have varying effective dates which were all in effect for public business entities prior to issuance of the ASU. March 2020, Adoption Prospective No material impact February 2020 2020-02: Financial Instruments – Credit Losses (Topic 326), Leases – (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) 1 The amendments in this ASU incorporate discussion from SEC Staff Accounting Bulletin No. 119 about expected implementation practices related to ASC Topic 326. The amendments also codify SEC Staff announcement that it would not object to the FASB's update to effective dates for major updates which were amended within ASU 2019-10. January 2021, Adoption method varies by amendment Adopted January 1, 2020, no material impact January 2020 2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The amendments clarify that an entity should consider observable transactions when determining to apply or discontinue the equity method for the purposes of applying the measurement alternative. The amendments also clarify that an entity would not consider whether a purchased option would be accounted for under the equity method when applying ASC 815-10-15-141(a). January 2021, Prospective Currently under evaluation, but not expected to be material 1 Adopted during the first quarter of 2020. 2 As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. The Company's Term Loan also references LIBOR and management is currently underway with refinancing, as the Term Loan matures in October of 2020. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the fair value of the consideration transferred as of the acquisition date: January 1, 2020 Opening Balance Sheet as Reported at March 31, 2020 (in thousands) Fair value of the consideration transferred $ 66,854 Cash and cash equivalents 1,388 Trade and other receivables 3,301 Prepaid expenses 608 Other current assets 78 Property and equipment 1,938 Operating lease right-of-use assets 12,356 Identifiable intangible assets ¹ 55,681 Deferred tax assets 54 Other noncurrent assets 404 Total assets 75,808 Accounts payable (347 ) Accrued liabilities (644 ) Operating lease liabilities – current portion (4,451 ) Operating lease liabilities – less current portion (7,905 ) Total liabilities (13,347 ) Goodwill $ 4,393 1 Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name. |
Restricted Investments, Held-_2
Restricted Investments, Held-to-Maturity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Investments [Abstract] | |
Schedule of Restricted Investments, Held-to-Maturity | The following tables present the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments, held-to-maturity: March 31, 2020 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 8,836 $ 1 $ (31 ) $ 8,806 Restricted investments, held-to-maturity $ 8,836 $ 1 $ (31 ) $ 8,806 December 31, 2019 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 8,912 $ 4 $ (1 ) $ 8,915 Restricted investments, held-to-maturity $ 8,912 $ 4 $ (1 ) $ 8,915 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: (In thousands) Goodwill, balance at December 31, 2019 $ 2,918,992 Adjustments relating to deferred tax assets (3 ) Acquisition ¹ 4,393 Goodwill, balance at March 31, 2020 $ 2,923,382 1 The goodwill associated with the acquisition referenced in Note 4 was allocated to the non-reportable segment. |
Schedule of Intangible Assets, net | Other intangible asset balances were as follows: March 31, December 31, (In thousands) Definite-lived intangible assets ¹ Gross carrying amount $ 894,597 $ 839,516 Accumulated amortization (111,431 ) (99,957 ) Definite-lived intangible assets, net $ 783,166 $ 739,559 Trade names: Gross carrying amount 640,500 639,900 Intangible assets, net $ 1,423,666 $ 1,379,459 1 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Transfers and Servicing [Abstract] | |
Schedule of Servicing Liabilities at Fair Value [Table Text Block] | The following table summarizes the key terms of the 2018 RSA (dollars in thousands): 2018 RSA Effective date July 11, 2018 Final maturity date July 9, 2021 Borrowing capacity $325,000 Accordion option ¹ $175,000 Unused commitment fee rate ² 20 to 40 basis points Program fees on outstanding balances ³ one-month LIBOR + 80 to 100 basis points 1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 2 The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized. 3 The 2018 RSA program fee is based on the Company's consolidated total net leverage ratio. As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. Availability under the 2018 RSA is calculated as follows: March 31, December 31, (In thousands) Borrowing base, based on eligible receivables $ 276,500 $ 299,100 Less: outstanding borrowings ¹ (180,000 ) (205,000 ) Less: outstanding letters of credit (68,841 ) (70,841 ) Availability under accounts receivable securitization facilities $ 27,659 $ 23,259 1 Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets, offset by $0.2 million of deferred loan costs as of March 31, 2020 and December 31, 2019 . Interest accrued on the aggregate principal balance at a rate of 2.4% and 2.6% as of March 31, 2020 and December 31, 2019 , respectively. |
Contingencies and Legal Proce_2
Contingencies and Legal Proceedings (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies by Contingency | EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS CRST Expedited Plaintiff alleges tortious interference with contract and unjust enrichment related to non-competition agreements entered into with certain of its drivers. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in CRST Expedited, Inc. Swift Transportation Co. of Arizona LLC. March 20, 2017 United States District Court for the Northern District of Iowa Recent Developments and Current Status In July 2019, a jury issued an adverse verdict in this lawsuit. The Company is reviewing all options including post-trial motions seeking to overturn the jury verdict and if necessary, an appeal. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. California Wage, Meal, and Rest 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 Recent Developments and Current Status In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. Arizona Minimum Wage Class Action The plaintiffs generally allege one or more of the following: 1) failure to minimum wage for the first day of orientation; 2) failure to pay minimum wage for time spent studying; 3) failure to pay minimum wage for 16 hours per day; and 4) failure to pay minimum wage for the first eight hours of sleeper berth time. Plaintiff(s) Defendant(s) Date instituted Court or agency currently pending in Pamela Julian ¹ Swift Transportation Co., Inc. and Swift Transportation Co. of Arizona LLC December 29, 2015 United States District Court for the District of Arizona Recent Developments and Current Status In December 2019, the court awarded damages for failure to pay minimum wage for 16 hours per day. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. 1 Individually and on behalf of all others similarly situated. INDEPENDENT CONTRACTOR MATTERS Ninth Circuit Independent Contractor Misclassification Class Action The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. 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 In January 2020, the court granted final approval of the settlement in this matter. In March 2020 the Company paid the settlement amount approved by the court. As of March 31, 2020, the Company has a reserve accrued for anticipated costs associated with finalizing this matter. 1 Individually and on behalf of all others similarly situated. |
Share Repurchase Plan (Tables)
Share Repurchase Plan (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Share Repurchases | The following table presents the Company's repurchases of its common stock under the 2019 Knight-Swift Share Repurchase Plan, excluding advisory fees: Share Repurchase Plan Quarter Ended March 31, 2020 Board Approval Date Authorized Amount Shares Amount (in thousands) May 30, 2019 ¹ $250,000 1,139 $ 34,630 1,139 $ 34,630 1 $199.0 million and $233.6 million remained available under the 2019 Knight-Swift Share Repurchase Plan as of March 31, 2020 and December 31, 2019 , respectively. |
Weighted Average Shares Outst_2
Weighted Average Shares Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [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 March 31, 2020 2019 (In thousands) Basic weighted average common shares outstanding 170,617 172,971 Dilutive effect of equity awards 665 637 Diluted weighted average common shares outstanding 171,282 173,608 Anti-dilutive shares excluded from diluted earnings per share ¹ 256 997 1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: Quarter Ended March 31, 2020 2019 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Freight Services: Central Freight Lines ¹ $ 6,816 $ — $ 3,116 $ — SME Industries ¹ — — 155 — Total $ 6,816 $ — $ 3,271 $ — Facility and Equipment Leases: Central Freight Lines ¹ $ — $ 92 $ 244 $ 93 Other Affiliates ¹ 5 73 4 — Total $ 5 $ 165 $ 248 $ 93 Other Services: Central Freight Lines ¹ $ 15 $ — $ — $ — DPF Mobile ¹ — 12 — 44 Other Affiliates ¹ 9 — 10 618 Total $ 24 $ 12 $ 10 $ 662 1 Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. "Other affiliates" includes entities that are associated with various board members and executives and require approval by the Board prior to completing transactions. Transactions with these entities include freight services, facility and equipment leases, equipment sales, and other services. • Freight Services Provided by Knight-Swift — The Company charges each of these companies for transportation services. • Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. Receivables and payables pertaining to related party transactions were: March 31, 2020 December 31, 2019 Receivable Payable Receivable Payable (In thousands) Central Freight Lines $ 5,703 $ — $ 2,872 $ — SME Industries — — 17 — DPF Mobile — 5 — 2 Other Affiliates — 2 — — Total $ 5,703 $ 7 $ 2,889 $ 2 |
Information by Segment and Ge_2
Information by Segment and Geography (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | The following tables present the Company's financial information by segment: Quarter Ended March 31, 2020 2019 Revenue: (In thousands) Trucking $ 919,061 $ 973,245 Logistics 79,198 88,952 Intermodal 94,731 116,367 Subtotal $ 1,092,990 $ 1,178,564 Non-reportable segments 46,242 37,764 Intersegment eliminations (14,434 ) (11,793 ) Total revenue $ 1,124,798 $ 1,204,535 Quarter Ended March 31, 2020 2019 Operating income (loss): (In thousands) Trucking $ 107,334 $ 115,175 Logistics 3,719 7,283 Intermodal (2,737 ) 2,361 Subtotal $ 108,316 $ 124,819 Non-reportable segments (6,197 ) (8,520 ) Operating income $ 102,119 $ 116,299 Quarter Ended March 31, 2020 2019 Depreciation and amortization of property and equipment: (In thousands) Trucking $ 93,548 $ 84,510 Logistics 207 155 Intermodal 3,488 3,360 Subtotal $ 97,243 $ 88,025 Non-reportable segments 12,978 12,912 Depreciation and amortization of property and equipment $ 110,221 $ 100,937 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 major categories of financial assets and liabilities: March 31, 2020 December 31, 2019 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments, held-to-maturity ¹ $ 8,836 $ 8,806 $ 8,912 $ 8,915 TRP Investments 30,338 30,338 30,878 30,878 Investments in equity securities ² 9,843 9,843 8,722 8,722 Financial Liabilities: Term Loan, due October 2020 ³ $ 364,883 $ 365,000 $ 364,825 $ 365,000 2018 RSA, due July 2021 4 179,801 180,000 204,762 205,000 Revolver, due October 2022 294,000 294,000 279,000 279,000 1 Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. 2 The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets. 3 The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – current portion," on the condensed consolidated balance sheets and is net of $0.1 million and $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019 , respectively. 4 The carrying amount of the 2018 RSA is included in "Accounts receivable securitization," on the condensed consolidated balance sheets and is net of $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019 . |
Recurring Fair Value Measurements (Assets) | The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a recurring basis as of March 31, 2020 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses (In thousands) As of March 31, 2020 Investments in equity securities ¹ $ 9,843 $ 9,843 $ — $ — $ (5,279 ) As of December 31, 2019 Investments in equity securities ¹ $ 8,722 $ 8,722 $ — $ — $ (184 ) 1 Total unrealized losses for these investments are included within "Other (expense) income, net" within the condensed consolidated statements of comprehensive income for the quarter ended March 31, 2020 . The Company did not sell any equity investments during the quarters ended March 31, 2020 or 2019 and therefore did not realize any losses on these investments. |
Nonrecurring Fair Value Measurements (Assets) | 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 March 31, 2020 and December 31, 2019 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses (In thousands) As of March 31, 2020 Equipment ¹ $ 350 $ — $ 350 $ — $ (902 ) As of December 31, 2019 Leasehold improvements ² $ — $ — $ — $ — $ (2,182 ) Equipment ³ 1,380 — 1,380 — (870 ) Software 4 — — — — (434 ) 1 During the first quarter of 2020, the Company incurred impairment charges which were associated with revenue equipment held for sale and trailer tracking systems. 2 During the second quarter of 2019, the Company incurred an impairment of leasehold improvements related to the early termination of a lease on one of its operating properties. This impairment was recorded in the Trucking segment. 3 During the fourth quarter of 2019, the Company incurred impairment charges which were associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. These impairments were allocated between the Logistics and non-reportable segments based on each segment’s use of the assets. 4 During the fourth quarter of 2019, the Company incurred impairment charges related to discontinued use of software systems. These impairments were allocated between the Logistics and non-reportable segments based on each segment's use of the assets. |
Introduction and Description of
Introduction and Description of Business (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)SegmentVehicle | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating Expenses | $ | $ 2.3 |
Number of operational tractors in fleet | 18,462 |
Number of company tractors | 16,339 |
Number of independent contractor tractors | 2,123 |
Number of trailers | 57,716 |
Number of intermodal tractors | 601 |
Number of intermodal containers | 9,856 |
Number of reportable segments | Segment | 3 |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements - (Details) | 3 Months Ended | |
Mar. 31, 2020 | [1] | |
Accounting Standards Update 2020-04 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Description | The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for any interim period after March 12, 2020 and should be applied on a prospective basis. | |
Adoption Date and Method | March 2020 | |
Financial Statement Impact | No material impact | [2] |
Accounting Standards Update 2020-03 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Description | The amendments within this ASU updated several sections of the codification and how various topics and subtopics interacted due to new guidance on financial instruments. This includes addressing issues related to fair value option disclosures, line-of-credit or revolving-debt arrangements and leases among others. The amendments should be applied prospectively and have varying effective dates which were all in effect for public business entities prior to issuance of the ASU. | |
Adoption Date and Method | March 2020, Adoption Prospective | |
Financial Statement Impact | No material impact | |
Accounting Standards Update 2020-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Description | The amendments in this ASU incorporate discussion from SEC Staff Accounting Bulletin No. 119 about expected implementation practices related to ASC Topic 326. The amendments also codify SEC Staff announcement that it would not object to the FASB's update to effective dates for major updates which were amended within ASU 2019-10. | |
Adoption Date and Method | January 2021, Adoption method varies by amendment | |
Financial Statement Impact | Adopted January 1, 2020, no material impact | |
Accounting Standards Update 2020-01 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Description | The amendments clarify that an entity should consider observable transactions when determining to apply or discontinue the equity method for the purposes of applying the measurement alternative. The amendments also clarify that an entity would not consider whether a purchased option would be accounted for under the equity method when applying ASC 815-10-15-141(a). | |
Adoption Date and Method | January 2021, Prospective | |
Financial Statement Impact | Currently under evaluation, but not expected to be material | |
[1] | Adopted during the first quarter of 2020. | |
[2] | As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. The Company's Term Loan also references LIBOR and management is currently underway with refinancing, as the Term Loan matures in October of 2020. |
Acquisition (Details)
Acquisition (Details) $ in Thousands | Jan. 01, 2020USD ($) |
Business Acquisition [Line Items] | |
Business Acquisition, Effective Date of Acquisition | Jan. 1, 2020 |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Fair value of the consideration transferred | $ 66,854 |
Business Combination, Contingent Consideration, Liability | 18,700 |
Cash paid for acquisition [Member] | |
Business Acquisition [Line Items] | |
Fair value of the consideration transferred | 48,200 |
Contingent consideration (annual payment) [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability, Current | 8,100 |
Contingent consideration (total payment) [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration, Liability | 24,300 |
Escrow For Sellers Indemnification Obligations [Member] | |
Business Acquisition [Line Items] | |
Fair value of the consideration transferred | $ 6,800 |
Acquisition - Allocation of Pur
Acquisition - Allocation of Purchase Consideration (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Fair value of the consideration transferred | $ 66,854 | |||
Cash and cash equivalents | 1,388 | |||
Trade and other receivables | 3,301 | |||
Prepaid expenses | 608 | |||
Other current assets | 78 | |||
Property and equipment | 1,938 | |||
Operating lease right-of-use assets | 12,356 | |||
Identifiable intangible assets ¹ | [1] | 55,681 | ||
Deferred tax assets | 54 | |||
Other noncurrent assets | 404 | |||
Total assets | 75,808 | |||
Accounts payable | (347) | |||
Accrued liabilities | (644) | |||
Operating lease liabilities – current portion | (4,451) | |||
Operating lease liabilities – less current portion | (7,905) | |||
Total liabilities | (13,347) | |||
Goodwill | 4,393 | $ 2,923,382 | $ 2,918,992 | |
Trade name | 600 | |||
Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 53,800 | |||
Noncompete agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 700 | |||
Internally developed software [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 600 | |||
[1] | Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name. |
Restricted Investments, Held-_3
Restricted Investments, Held-to-Maturity (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020USD ($)Securities | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)Securities | ||
Schedule of Investments [Line Items] | ||||
Cost or Amortized Cost | [1] | $ 8,836 | $ 8,912 | |
Gross Unrealized Gains | 1 | 4 | ||
Gross Unrealized Temporary Losses | (31) | (1) | ||
Estimated Fair Value | [1] | $ 8,806 | $ 8,915 | |
Securities with unrealized losses for less than 12 months | Securities | 12 | 7 | ||
Impairment losses | $ 0 | $ 0 | ||
US corporate securities [Member] | ||||
Schedule of Investments [Line Items] | ||||
Cost or Amortized Cost | 8,836 | $ 8,912 | ||
Gross Unrealized Gains | 1 | 4 | ||
Gross Unrealized Temporary Losses | (31) | (1) | ||
Estimated Fair Value | $ 8,806 | $ 8,915 | ||
Maximum [Member] | ||||
Schedule of Investments [Line Items] | ||||
Contractual maturities of fixed maturity securities | 1 year | |||
Duration of securities in unrealized loss position | 12 months | |||
[1] | Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Long Lived Assets Held-for-sale [Line Items] | |||
Period Assets are Expected To Be Sold | 12 months | ||
Gain on disposal of assets held for sale | $ 3,005 | $ 11,786 | |
Equipment [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets Held for Sale | 38,000 | $ 41,800 | |
Gain on disposal of assets held for sale | 3,000 | 11,800 | |
Impairments | $ 100 | $ 0 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 01, 2020 | Dec. 31, 2019 | ||
Goodwill [Line Items] | |||||
Goodwill | $ 2,923,382 | $ 4,393 | $ 2,918,992 | ||
Adjustments relating to deferred tax assets | (3) | ||||
Acquisition | [1] | 4,393 | |||
Goodwill impairments | 0 | $ 0 | |||
Non-reportable segments [Member] | |||||
Goodwill [Line Items] | |||||
Acquisition | $ 4,393 | ||||
[1] | The goodwill associated with the acquisition referenced in Note 4 was allocated to the non-reportable segment. |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets Intangible Asset Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | ||
Definite-lived intangible assets ¹ | |||
Gross carrying amount | [1] | $ 894,597 | $ 839,516 |
Accumulated amortization | (111,431) | (99,957) | |
Definite-lived intangible assets, net | 783,166 | 739,559 | |
Trade names: | |||
Gross carrying amount | 640,500 | 639,900 | |
Intangible assets, net | $ 1,423,666 | $ 1,379,459 | |
Intangible Assets Other Than the 2017 Merger [Member] | |||
Schedule of finite-lived intangible assets amortization expense [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 10 months 24 days | ||
Intangible assets related to the 2017 Merger [Member] [Member] | |||
Schedule of finite-lived intangible assets amortization expense [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 19 years 10 months 24 days | ||
[1] | The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally developed software, and others. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets Narrative (Details) $ in Millions | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, remainder of year | $ 34.4 |
Amortization expense, 2021 | 45.9 |
Amortization expense, 2022 | 45.8 |
Amortization expense, 2023 | 45.2 |
Amortization Expense, 2024 | $ 45.2 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 27.20% | 24.00% | |
Deferred Tax Assets, Valuation Allowance | $ 0 | ||
Decrease in unrecognized tax benefits, reasonably possible | 1 | ||
Accrued interest and penalties | $ 0.4 | $ 1 | |
Year subject to examination | 2014 | ||
Internal Revenue Service (IRS) [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2012 | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2013 | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2018 |
Accounts Receivable Securitiz_3
Accounts Receivable Securitization (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 11, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Servicing Liabilities at Fair Value [Line Items] | ||||||
Program fees | $ 1,400 | $ 2,000 | ||||
2018 RSA [Member] | ||||||
Servicing Liabilities at Fair Value [Line Items] | ||||||
Effective date | Jul. 11, 2018 | |||||
Final maturity date | Jul. 9, 2021 | |||||
Receivables Sales Agreement, Borrowing Capacity | $ 325,000 | |||||
Accordion Option Accounts Receivable Securitization | [1] | $ 175,000 | ||||
Unused commitment fee rate | [2] | 20 to 40 basis points | ||||
Program fees on outstanding balances | [3] | one-month LIBOR + 80 to 100 basis points | ||||
RSA Borrowing Base | $ 276,500 | $ 299,100 | 276,500 | |||
Accounts receivable securitization | [4] | (180,000) | (205,000) | (180,000) | ||
Letters of Credit Outstanding, Amount | (68,841) | (70,841) | (68,841) | |||
Availability under accounts receivable securitization facilities | 27,659 | 23,259 | 27,659 | |||
Deferred loan costs | $ 200 | $ 200 | $ 200 | |||
Debt Instrument, Interest Rate During Period | 2.40% | 2.60% | ||||
[1] | The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. | |||||
[2] | The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized. | |||||
[3] | The 2018 RSA program fee is based on the Company's consolidated total net leverage ratio. As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. | |||||
[4] | Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets, offset by $0.2 million of deferred loan costs as of March 31, 2020 and December 31, 2019 . Interest accrued on the aggregate principal balance at a rate of 2.4% and 2.6% as of March 31, 2020 and December 31, 2019 , respectively. |
Commitments (Details)
Commitments (Details) $ in Millions | Mar. 31, 2020USD ($) |
Capital Addition Purchase Commitments Total Revenue Equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | $ 405.7 |
Purchase Obligation, Due in Second and Third Year | 0 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Capital Addition Purchase Commitments of Tractors [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 274 |
Capital Addition Purchase Commitments Non revenue equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 6 |
Purchase Obligation, Due in Second and Third Year | 1.2 |
Purchase Obligation, Due in Fourth and Fifth Year | 0.2 |
Purchase Obligation, Due after Fifth Year | 0 |
Transportation Resource Partners Capital Partners V [Member] | |
Long-term Purchase Commitment [Line Items] | |
Amounts Committed To Invest | 20 |
Remaining Investment Commitment | $ 20 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual | $ 27.7 | |
Employee Compensation and Pay Practices Matters [Member] | CRST Expedited [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, allegations | Plaintiff alleges tortious interference with contract and unjust enrichment related to non-competition agreements entered into with certain of its drivers. | |
Loss contingency, name of plaintiffs | CRST Expedited, Inc. | |
Loss contingency, name of defendant | Swift Transportation Co. of Arizona LLC. | |
Lawsuit filing date | Mar. 20, 2017 | |
Loss contingency, domicile of litigation | United States District Court for the Northern District of Iowa | |
Loss contingency, opinion of counsel | In July 2019, a jury issued an adverse verdict in this lawsuit. The Company is reviewing all options including post-trial motions seeking to overturn the jury verdict and if necessary, an appeal. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. | |
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [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 | In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. | |
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | California Wage, Meal, and Rest Class Action 1 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, name of plaintiffs | John Burnell | [1] |
Loss contingency, name of defendant | Swift Transportation Co., Inc | |
Lawsuit filing date | Mar. 22, 2010 | |
Loss contingency, domicile of litigation | United States District Court for the Central District of California | |
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | California Wage, Meal, and Rest Class Action 2 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, name of plaintiffs | James R. Rudsell | [1] |
Loss contingency, name of defendant | Swift Transportation Co. of Arizona, LLC and Swift Transportation Company | |
Lawsuit filing date | Apr. 5, 2012 | |
Loss contingency, domicile of litigation | United States District Court for the Central District of California | |
Employee Compensation and Pay Practices Matters [Member] | Arizona Minimum Wage Class Action [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, allegations | The plaintiffs generally allege one or more of the following: 1) failure to minimum wage for the first day of orientation; 2) failure to pay minimum wage for time spent studying; 3) failure to pay minimum wage for 16 hours per day; and 4) failure to pay minimum wage for the first eight hours of sleeper berth time. | |
Loss contingency, name of plaintiffs | Pamela Julian ¹ | [1] |
Loss contingency, name of defendant | Swift Transportation Co., Inc. and Swift Transportation Co. of Arizona LLC | |
Lawsuit filing date | Dec. 29, 2015 | |
Loss contingency, domicile of litigation | United States District Court for the District of Arizona | |
Loss contingency, opinion of counsel | In December 2019, the court awarded damages for failure to pay minimum wage for 16 hours per day. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020. | |
Independent Contractor Matters [Member] | Ninth circuit owner operator misclassification class action 1 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, allegations | The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the FLSA and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. | |
Loss contingency, name of plaintiffs | Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood ¹ | [2] |
Loss contingency, name of defendant | Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew | |
Lawsuit filing date | Dec. 22, 2009 | |
Loss contingency, domicile of litigation | Unites States District Court of Arizona and Ninth Circuit Court of Appeals | |
Loss contingency, opinion of counsel | In January 2020, the court granted final approval of the settlement in this matter. In March 2020 the Company paid the settlement amount approved by the court. As of March 31, 2020, the Company has a reserve accrued for anticipated costs associated with finalizing this matter. | |
[1] | Individually and on behalf of all others similarly situated. | |
[2] | Individually and on behalf of all others similarly situated. |
Contingencies and Legal Proce_3
Contingencies and Legal Proceedings Self Insurance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | $ 10,000 |
Excess coverage layer | 5,000 |
Excess of excess coverage layer | 5,000 |
Cargo Insurance per truck or trailer | 2,000 |
Cargo insurance per occurrence | 10,000 |
Insurance limit tobacco loads | 1,000 |
Cargo damage insurance deductible | 250 |
Knight Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Insurance Aggregate Deductible Amount | 2,500 |
Self Retention For Employee Medical Health | 300 |
Knight Transportation Company [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | 1,000 |
Knight Transportation Company [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | 3,000 |
Swift Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | 10,000 |
Self Insurance Retention Workers Compensation Claims Per Occurrence | 5,000 |
Self Retention For Employee Medical Health | 500 |
Policy Period November 1, 2019 to October 31, 2020 [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Aggregate Coverage | 130,000 |
Policy Period, March 1, 2018 to March 1, 2019 [Member] | Knight Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Excess Personal Injury And Property Damage Liability Insurance | 2,000 |
Policy Period, March 1, 2017 to March 1, 2018 [Member] | Knight Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Excess Personal Injury And Property Damage Liability Insurance | $ 1,000 |
Share Repurchase Plan (Details)
Share Repurchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | May 30, 2019 | ||
Class of Stock [Line Items] | ||||
Share repurchase, shares | 1,139 | |||
Company shares repurchased | $ 34,630 | |||
Knight-Swift Share Repurchase Plan, May 31, 2019 [Member] | ||||
Class of Stock [Line Items] | ||||
Share repurchase plan, authorized amount, value | $ 250,000 | |||
Share repurchase, shares | [1] | 1,139 | ||
Company shares repurchased | [1] | $ 34,630 | ||
Share repurchase plan, remaining authorized amount, value | $ 199,000 | $ 233,600 | ||
[1] | $199.0 million and $233.6 million remained available under the 2019 Knight-Swift Share Repurchase Plan as of March 31, 2020 and December 31, 2019 |
Weighted Average Shares Outst_3
Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Earnings Per Share [Abstract] | |||
Basic weighted average common shares outstanding | 170,617 | 172,971 | |
Dilutive effect of equity awards | 665 | 637 | |
Diluted weighted average common shares outstanding | 171,282 | 173,608 | |
Anti-dilutive shares excluded from diluted earnings per share | [1] | 256 | 997 |
[1] | Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Services Received and Provided By Company) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | ||||
Receivable | $ 5,703 | $ 2,889 | ||
Payable | 7 | 2 | ||
Freight Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 6,816 | $ 3,271 | ||
Received by Knight-Swift | 0 | 0 | ||
Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 5 | 248 | ||
Received by Knight-Swift | 165 | 93 | ||
Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 24 | 10 | ||
Received by Knight-Swift | 12 | 662 | ||
Central Freight Lines, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 5,703 | 2,872 | ||
Payable | 0 | 0 | ||
Central Freight Lines, Inc. [Member] | Freight Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 6,816 | 3,116 | |
Received by Knight-Swift | [1] | 0 | 0 | |
Central Freight Lines, Inc. [Member] | Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 244 | |
Received by Knight-Swift | [1] | 92 | 93 | |
Central Freight Lines, Inc. [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 15 | 0 | |
Received by Knight-Swift | [1] | 0 | 0 | |
SME Industries [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 0 | 17 | ||
Payable | 0 | 0 | ||
SME Industries [Member] | Freight Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 155 | |
Received by Knight-Swift | [1] | 0 | 0 | |
DPF Mobile [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 0 | 0 | ||
Payable | 5 | 2 | ||
DPF Mobile [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 0 | |
Received by Knight-Swift | [1] | 12 | 44 | |
Other Affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 0 | 0 | ||
Payable | 2 | $ 0 | ||
Other Affiliates [Member] | Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 5 | 4 | |
Received by Knight-Swift | [1] | 73 | 0 | |
Other Affiliates [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 9 | 10 | |
Received by Knight-Swift | [1] | $ 0 | $ 618 | |
[1] | Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. "Other affiliates" includes entities that are associated with various board members and executives and require approval by the Board prior to completing transactions. Transactions with these entities include freight services, facility and equipment leases, equipment sales, and other services. • Freight Services Provided by Knight-Swift — The Company charges each of these companies for transportation services. • Freight Services Received by Knight-Swift — Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. |
Information by Segment and Ge_3
Information by Segment and Geography - Segment Financial Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)Segment | Mar. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 3 | |
Total revenue | $ 1,124,798 | $ 1,204,535 |
Operating income (loss) | 102,119 | 116,299 |
Depreciation and amortization of property and equipment | 110,221 | 100,937 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,092,990 | 1,178,564 |
Operating income (loss) | 108,316 | 124,819 |
Depreciation and amortization of property and equipment | $ 97,243 | 88,025 |
Operating Segments [Member] | Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of products and services | The Trucking segment is comprised of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations. | |
Total revenue | $ 919,061 | 973,245 |
Operating income (loss) | 107,334 | 115,175 |
Depreciation and amortization of property and equipment | $ 93,548 | 84,510 |
Operating Segments [Member] | Logistics [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of products and services | The Logistics segment is primarily comprised of brokerage and other freight management services. | |
Total revenue | $ 79,198 | 88,952 |
Operating income (loss) | 3,719 | 7,283 |
Depreciation and amortization of property and equipment | $ 207 | 155 |
Operating Segments [Member] | Intermodal [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of products and services | The Intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with the Company's revenue for drayage to transport loads between the railheads and customer locations. | |
Total revenue | $ 94,731 | 116,367 |
Operating income (loss) | (2,737) | 2,361 |
Depreciation and amortization of property and equipment | $ 3,488 | 3,360 |
Non-reportable segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of all other segments | The non-reportable segments include support services provided to the Company's customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions). | |
Total revenue | $ 46,242 | 37,764 |
Operating income (loss) | (6,197) | (8,520) |
Depreciation and amortization of property and equipment | 12,978 | 12,912 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ (14,434) | $ (11,793) |
Information by Segment and Ge_4
Information by Segment and Geography - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | |||
Percentages Of Foreign Operations Consolidated Revenue | 5.00% | 5.00% | |
Long lived assets of foreign operations | 5.00% | 5.00% |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Values (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Financial Assets: | |||
Restricted investments, held-to-maturity, amortized cost | [1] | $ 8,836 | $ 8,912 |
Estimated Fair Value | [1] | 8,806 | 8,915 |
TRP Investments (Carrying Value) | 30,338 | 30,878 | |
TRP Investments (Estimated Fair Value) | 30,338 | 30,878 | |
Investments in equity securities | [2] | 9,843 | 8,722 |
Financial Liabilities: | |||
Term loan, due October 2020, Carrying Value | [3] | 364,883 | 364,825 |
Term loan, due October 2020, Fair Value | [3] | 365,000 | 365,000 |
Accounts receivable securitization | 179,801 | 204,762 | |
Revolving line of credit | 294,000 | 279,000 | |
Loans Payable [Member] | |||
Financial Liabilities: | |||
Deferred loan costs | 100 | 200 | |
2018 RSA [Member] | |||
Financial Liabilities: | |||
Accounts receivable securitization | [4] | 179,801 | 204,762 |
Debt Instrument, Fair Value Disclosure | [4] | 180,000 | 205,000 |
Deferred loan costs | $ 200 | $ 200 | |
[1] | Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. | ||
[2] | The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets. | ||
[3] | The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – current portion," on the condensed consolidated balance sheets and is net of $0.1 million and $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019 , respectively. | ||
[4] | The carrying amount of the 2018 RSA is included in "Accounts receivable securitization," on the condensed consolidated balance sheets and is net of $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019 . |
Fair Value Measurement - Recurr
Fair Value Measurement - Recurring and Nonrecurring Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | |||
Fair Value, Recurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure | [1] | $ 9,843 | $ 8,722 | |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | [1] | (5,279) | (184) | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | [1] | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure | [1] | 9,843 | 8,722 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure | [1] | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, Fair Value Disclosure | [1] | 0 | 0 | |
Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | ||
Equipment [Member] | Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Property, Plant, and Equipment, Fair Value Disclosure | [2] | 350 | ||
Total Losses, Equipment | [2] | (902) | ||
Equipment [Member] | Fair Value, 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 | [2] | 0 | ||
Equipment [Member] | Fair Value, 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 | [2] | 350 | ||
Equipment [Member] | Fair Value, 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 | [2] | $ 0 | ||
Leasehold Improvements [Member] | Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | [3] | 0 | ||
Leasehold Improvements Impairment | [3] | (2,182) | ||
Leasehold Improvements [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | [3] | 0 | ||
Leasehold Improvements [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | [3] | 0 | ||
Leasehold Improvements [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | [3] | 0 | ||
Software and Software Development Costs [Member] | Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Property, Plant, and Equipment, Fair Value Disclosure | [4] | 0 | ||
Total Losses, Software | [4] | 434 | ||
Software and Software Development Costs [Member] | Fair Value, 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 | [4] | 0 | ||
Software and Software Development Costs [Member] | Fair Value, 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 | [4] | 0 | ||
Software and Software Development Costs [Member] | Fair Value, 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 | [4] | 0 | ||
Equipment [Member] | Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Property, Plant, and Equipment, Fair Value Disclosure | [5] | 1,380 | ||
Total Losses, Equipment | [5] | (870) | ||
Equipment [Member] | Fair Value, 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 | [5] | 0 | ||
Equipment [Member] | Fair Value, 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 | [5] | 1,380 | ||
Equipment [Member] | Fair Value, 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 | [5] | $ 0 | ||
[1] | Total unrealized losses for these investments are included within "Other (expense) income, net" within the condensed consolidated statements of comprehensive income for the quarter ended March 31, 2020 . The Company did not sell any equity investments during the quarters ended March 31, 2020 or 2019 and therefore did not realize any losses on these investments. | |||
[2] | During the first quarter of 2020, the Company incurred impairment charges which were associated with revenue equipment held for sale and trailer tracking systems. | |||
[3] | During the second quarter of 2019, the Company incurred an impairment of leasehold improvements related to the early termination of a lease on one of its operating properties. This impairment was recorded in the Trucking segment. | |||
[4] | During the fourth quarter of 2019, the Company incurred impairment charges related to discontinued use of software systems. These impairments were allocated between the Logistics and non-reportable segments based on each segment's use of the assets. | |||
[5] | During the fourth quarter of 2019, the Company incurred impairment charges which were associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. These impairments were allocated between the Logistics and non-reportable segments based on each segment’s use of the assets. |