Knight-Swift Transportation Holdings Inc. - Quarter Report: 2019 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________
FORM 10-Q
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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35007
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![knightswiftlogo2018newa11.jpg](https://www.sec.gov/Archives/edgar/data/0001492691/000149269119000058/knightswiftlogo2018newa11.jpg)
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Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________
Delaware | 20-5589597 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
20002 North 19th Avenue
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock $0.01 Par Value | KNX | New York Stock Exchange |
_________________________________________________________________________________________________________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 170,511,687 shares of the registrant's common stock outstanding as of July 31, 2019.
QUARTERLY REPORT ON FORM 10-Q | |
TABLE OF CONTENTS | |
PART I FINANCIAL INFORMATION | PAGE |
PART II OTHER INFORMATION | |
2
QUARTERLY REPORT ON FORM 10-Q | ||
GLOSSARY OF TERMS | ||
The following glossary provides definitions for certain acronyms and terms used in this Quarterly Report on Form 10-Q. These acronyms and terms are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. | ||
Term | Definition | |
Knight-Swift/the Company/Management/We/Us/Our | Unless otherwise indicated or the context otherwise requires, these terms represent Knight-Swift Transportation Holdings Inc. and its subsidiaries. | |
2017 Merger | The September 8, 2017 merger of Knight and Swift, pursuant to which we became Knight-Swift Transportation Holdings Inc. | |
2017 Debt Agreement | The Company's Credit Agreement, entered into on September 29, 2017, consisting of the Revolver and Term Loan, which are defined below. | |
2018 RSA | Fourth Amendment to the Amended and Restated Receivables Sales Agreement, entered into on July 11, 2018 by Swift Receivables Company II, LLC with unrelated financial entities. | |
Abilene | Abilene Motor Express, Inc. and its related entities | |
Abilene Acquisition | See description of the Abilene Acquisition included in Notes 1 and 4 of the footnotes to the condensed consolidated financial statements, within Part I, Item 1 of this Quarterly Report. | |
Annual Report | Annual Report on Form 10-K | |
ASC | Accounting Standards Codification | |
ASU | Accounting Standards Update | |
Board | Knight-Swift's Board of Directors | |
EPS | Earnings Per Share | |
ESPP | Employee Stock Purchase Plan, effective beginning in 2012, amended and restated in 2017 | |
FASB | Financial Accounting Standards Board | |
FLSA | Fair Labor Standards Act | |
GAAP | United States Generally Accepted Accounting Principles | |
Knight | Unless otherwise indicated or the context otherwise requires, this term represents Knight Transportation, Inc. and its subsidiaries prior to the 2017 Merger | |
Quarterly Report | Quarterly Report on Form 10-Q | |
QTD | Quarter-to-date | |
Revolver | Revolving line of credit under the 2017 Debt Agreement | |
RSU | Restricted Stock Unit | |
SEC | United States Securities and Exchange Commission | |
Swift | Unless otherwise indicated or the context otherwise requires, this term represents Swift Transportation Company and its subsidiaries prior to the 2017 Merger. | |
Term Loan | The Company's term loan under the 2017 Debt Agreement | |
TRP | Transportation Resource Partners | |
US | The United States of America | |
YTD | Year-to-date |
3
PART I FINANCIAL INFORMATION |
ITEM 1. | FINANCIAL STATEMENTS |
Condensed Consolidated Balance Sheets (Unaudited) |
June 30, 2019 | December 31, 2018 | ||||||
(In thousands, except per share data) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 55,063 | $ | 82,486 | |||
Cash and cash equivalents – restricted | 51,602 | 46,888 | |||||
Restricted investments, held-to-maturity, amortized cost | 10,277 | 17,413 | |||||
Trade receivables, net of allowance for doubtful accounts of $17,350 and $16,355, respectively | 549,668 | 601,228 | |||||
Contract balance – revenue in transit | 20,526 | 15,602 | |||||
Prepaid expenses | 67,904 | 67,011 | |||||
Assets held for sale | 43,479 | 39,955 | |||||
Income tax receivable | 35,437 | 6,943 | |||||
Other current assets | 34,356 | 29,706 | |||||
Total current assets | 868,312 | 907,232 | |||||
Gross property and equipment | 3,546,930 | 3,305,944 | |||||
Less: accumulated depreciation and amortization | (801,287 | ) | (693,107 | ) | |||
Property and equipment, net | 2,745,643 | 2,612,837 | |||||
Operating lease right-of-use assets | 221,026 | — | |||||
Goodwill | 2,919,219 | 2,919,176 | |||||
Intangible assets, net | 1,399,534 | 1,420,919 | |||||
Other long-term assets | 59,850 | 51,721 | |||||
Total assets | $ | 8,213,584 | $ | 7,911,885 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 165,085 | $ | 117,883 | |||
Accrued payroll and purchased transportation | 112,949 | 126,464 | |||||
Accrued liabilities | 154,197 | 151,500 | |||||
Claims accruals – current portion | 153,768 | 160,044 | |||||
Finance lease liabilities and long-term debt – current portion | 58,684 | 58,672 | |||||
Operating lease liabilities – current portion | 98,904 | — | |||||
Total current liabilities | 743,587 | 614,563 | |||||
Revolving line of credit | 270,000 | 195,000 | |||||
Long-term debt – less current portion | 364,707 | 364,590 | |||||
Finance lease liabilities – less current portion | 66,027 | 71,248 | |||||
Operating lease liabilities – less current portion | 129,680 | — | |||||
Accounts receivable securitization | 144,684 | 239,606 | |||||
Claims accruals – less current portion | 196,929 | 201,327 | |||||
Deferred tax liabilities | 749,077 | 739,538 | |||||
Other long-term liabilities | 16,873 | 23,294 | |||||
Total liabilities | 2,681,564 | 2,449,166 | |||||
Commitments and contingencies (Notes 11 and 12) | |||||||
Stockholders’ equity: | |||||||
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued | — | — | |||||
Common stock, par value $0.01 per share; 500,000 shares authorized; 170,378 and 172,844 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. | 1,703 | 1,728 | |||||
Additional paid-in capital | 4,254,297 | 4,242,369 | |||||
Retained earnings | 1,274,067 | 1,216,852 | |||||
Total Knight-Swift stockholders' equity | 5,530,067 | 5,460,949 | |||||
Noncontrolling interest | 1,953 | 1,770 | |||||
Total stockholders’ equity | 5,532,020 | 5,462,719 | |||||
Total liabilities and stockholders’ equity | $ | 8,213,584 | $ | 7,911,885 |
See accompanying notes to condensed consolidated financial statements (unaudited).
4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
(In thousands, except per share data) | |||||||||||||||
Revenue: | |||||||||||||||
Revenue, excluding trucking fuel surcharge | $ | 1,122,754 | $ | 1,191,022 | $ | 2,219,710 | $ | 2,333,063 | |||||||
Trucking fuel surcharge | 119,329 | 140,661 | 226,908 | 269,752 | |||||||||||
Total revenue | 1,242,083 | 1,331,683 | 2,446,618 | 2,602,815 | |||||||||||
Operating expenses: | |||||||||||||||
Salaries, wages, and benefits | 380,354 | 371,405 | 744,209 | 733,078 | |||||||||||
Fuel | 151,309 | 162,969 | 289,748 | 307,785 | |||||||||||
Operations and maintenance | 82,443 | 88,278 | 162,203 | 173,298 | |||||||||||
Insurance and claims | 48,796 | 53,126 | 98,932 | 112,274 | |||||||||||
Operating taxes and licenses | 21,560 | 22,671 | 43,363 | 45,821 | |||||||||||
Communications | 4,960 | 5,450 | 10,043 | 10,742 | |||||||||||
Depreciation and amortization of property and equipment | 102,938 | 95,748 | 203,875 | 189,611 | |||||||||||
Amortization of intangibles | 10,692 | 10,687 | 21,385 | 21,196 | |||||||||||
Rental expense | 32,875 | 47,703 | 68,420 | 100,578 | |||||||||||
Purchased transportation | 261,273 | 335,712 | 530,622 | 659,995 | |||||||||||
Impairments | 2,182 | — | 2,182 | — | |||||||||||
Miscellaneous operating expenses | 34,108 | 13,692 | 46,744 | 30,451 | |||||||||||
Total operating expenses | 1,133,490 | 1,207,441 | 2,221,726 | 2,384,829 | |||||||||||
Operating income | 108,593 | 124,242 | 224,892 | 217,986 | |||||||||||
Other (expenses) income: | |||||||||||||||
Interest income | 977 | 730 | 1,993 | 1,302 | |||||||||||
Interest expense | (7,156 | ) | (7,132 | ) | (14,504 | ) | (13,896 | ) | |||||||
Other income, net | 3,101 | 1,005 | 9,240 | 3,160 | |||||||||||
Other (expenses) income, net | (3,078 | ) | (5,397 | ) | (3,271 | ) | (9,434 | ) | |||||||
Income before income taxes | 105,515 | 118,845 | 221,621 | 208,552 | |||||||||||
Income tax expense | 26,076 | 27,217 | 53,999 | 46,192 | |||||||||||
Net income | 79,439 | 91,628 | 167,622 | 162,360 | |||||||||||
Net income attributable to noncontrolling interest | (234 | ) | (305 | ) | (479 | ) | (673 | ) | |||||||
Net income attributable to Knight-Swift | $ | 79,205 | $ | 91,323 | $ | 167,143 | $ | 161,687 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.46 | $ | 0.51 | $ | 0.97 | $ | 0.91 | |||||||
Diluted | $ | 0.46 | $ | 0.51 | $ | 0.97 | $ | 0.90 | |||||||
Dividends declared per share: | $ | 0.06 | $ | 0.06 | $ | 0.12 | $ | 0.12 | |||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 172,078 | 178,451 | 172,522 | 178,307 | |||||||||||
Diluted | 172,724 | 179,398 | 173,162 | 179,321 |
See accompanying notes to the condensed consolidated financial statements (unaudited).
5
Condensed Consolidated Statements of Cash Flows (Unaudited) |
Year-to-Date June 30, | |||||||
2019 | 2018 | ||||||
(In thousands) | |||||||
Cash flows from operating activities: | |||||||
Net income | $ | 167,622 | $ | 162,360 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization of property, equipment, and intangibles | 225,260 | 210,807 | |||||
Gain on sale of property and equipment | (19,267 | ) | (15,812 | ) | |||
Impairments | 2,182 | — | |||||
Deferred income taxes | 9,519 | 6,558 | |||||
Non-cash lease expense | 59,501 | — | |||||
Other adjustments to reconcile net income to net cash provided by operating activities | (2,282 | ) | (660 | ) | |||
Increase (decrease) in cash resulting from changes in: | |||||||
Trade receivables | 50,495 | 9,024 | |||||
Income tax receivable | (28,494 | ) | 25,078 | ||||
Accounts payable | (25,165 | ) | (14,513 | ) | |||
Accrued liabilities and claims accrual | (16,910 | ) | (6,263 | ) | |||
Operating lease liabilities | (59,745 | ) | — | ||||
Other assets and liabilities | 96 | (667 | ) | ||||
Net cash provided by operating activities | 362,812 | 375,912 | |||||
Cash flows from investing activities: | |||||||
Proceeds from maturities of held-to-maturity investments | 12,945 | 18,218 | |||||
Purchases of held-to-maturity investments | (5,847 | ) | (17,454 | ) | |||
Proceeds from sale of property and equipment, including assets held for sale | 103,818 | 99,028 | |||||
Purchases of property and equipment | (323,722 | ) | (220,414 | ) | |||
Expenditures on assets held for sale | (7,961 | ) | (19,497 | ) | |||
Net cash, restricted cash, and equivalents invested in acquisition | — | (101,693 | ) | ||||
Other cash flows from investing activities | (3,115 | ) | 9,248 | ||||
Net cash used in investing activities | (223,882 | ) | (232,564 | ) | |||
Cash flows from financing activities: | |||||||
Repayment of finance leases and long-term debt | (36,941 | ) | (17,371 | ) | |||
Borrowings (repayments) on revolving line of credit, net | 75,000 | (5,000 | ) | ||||
Borrowings under accounts receivable securitization | 90,000 | 15,000 | |||||
Repayment of accounts receivable securitization | (185,000 | ) | (105,000 | ) | |||
Proceeds from common stock issued | 5,363 | 10,934 | |||||
Repurchases of the Company's common stock | (86,892 | ) | — | ||||
Dividends paid | (20,952 | ) | (21,731 | ) | |||
Other cash flows from financing activities | (2,600 | ) | (3,601 | ) | |||
Net cash used in financing activities | (162,022 | ) | (126,769 | ) | |||
Net (decrease) increase in cash, restricted cash, and equivalents | (23,092 | ) | 16,579 | ||||
Cash, restricted cash, and equivalents at beginning of period | 130,976 | 151,733 | |||||
Cash, restricted cash, and equivalents at end of period | $ | 107,884 | $ | 168,312 |
See accompanying notes to condensed consolidated financial statements (unaudited).
6
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued |
Year-to-Date June 30, | |||||||
2019 | 2018 | ||||||
(In thousands) | |||||||
Supplemental disclosures of cash flow information: | |||||||
Cash paid during the period for: | |||||||
Interest | $ | 14,277 | $ | 13,306 | |||
Income taxes | 72,467 | 13,425 | |||||
Non-cash investing and financing transactions: | |||||||
Equipment acquired included in accounts payable | $ | 50,091 | $ | 32,754 | |||
Financing provided to independent contractors for equipment sold | 3,204 | 3,084 | |||||
Transfers from property and equipment to assets held for sale | 65,264 | 48,806 | |||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 8,643 | — | |||||
Right-of-use assets obtained in exchange for new financing lease liabilities | 32,153 | — |
Reconciliation of Cash, Restricted Cash, and Equivalents: | June 30, 2019 | December 31, 2018 | June 30, 2018 | December 31, 2017 | |||||||||||
(In thousands) | |||||||||||||||
Condensed Consolidated Balance Sheets | |||||||||||||||
Cash and cash equivalents | $ | 55,063 | $ | 82,486 | $ | 115,494 | $ | 76,649 | |||||||
Cash and cash equivalents – restricted ¹ | 51,602 | 46,888 | 50,714 | 73,657 | |||||||||||
Other long-term assets ¹ | 1,219 | 1,602 | 2,104 | 1,427 | |||||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||||||||
Cash, restricted cash, and equivalents | $ | 107,884 | $ | 130,976 | $ | 168,312 | $ | 151,733 | |||||||
________
1 | Reflects cash and cash equivalents that are primarily restricted for claims payments. |
See accompanying notes to condensed consolidated financial statements (unaudited).
7
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) |
Common Stock | Additional Paid-in Capital | Retained Earnings | Total Knight-Swift Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||
Shares | Par Value | |||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||
Balances – December 31, 2018 | 172,844 | $ | 1,728 | $ | 4,242,369 | $ | 1,216,852 | $ | 5,460,949 | $ | 1,770 | $ | 5,462,719 | |||||||||||||
Common stock issued to employees | 198 | 2 | 2,373 | 2,375 | 2,375 | |||||||||||||||||||||
Common stock issued under ESPP | 24 | — | 566 | 566 | 566 | |||||||||||||||||||||
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 ($0.06 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 | ||||||||||||||||||||||||
Balances – March 31, 2019 | 173,066 | $ | 1,730 | $ | 4,248,188 | $ | 1,292,838 | $ | 5,542,756 | $ | 1,867 | $ | 5,544,623 | |||||||||||||
Common stock issued to employees | 149 | 1 | 1,327 | 1,328 | 1,328 | |||||||||||||||||||||
Common stock issued to the Board | 19 | — | 531 | 531 | 531 | |||||||||||||||||||||
Common stock issued under ESPP | 18 | 1 | 562 | 563 | 563 | |||||||||||||||||||||
Company shares repurchased | (2,874 | ) | (29 | ) | (86,863 | ) | (86,892 | ) | (86,892 | ) | ||||||||||||||||
Shares withheld – RSU settlement | (790 | ) | (790 | ) | (790 | ) | ||||||||||||||||||||
Employee stock-based compensation expense | 3,689 | 3,689 | 3,689 | |||||||||||||||||||||||
Cash dividends paid and dividends accrued ($0.06 per share) | (10,323 | ) | (10,323 | ) | (10,323 | ) | ||||||||||||||||||||
Net income attributable to Knight-Swift | 79,205 | 79,205 | 79,205 | |||||||||||||||||||||||
Distribution to noncontrolling interest | (148 | ) | (148 | ) | ||||||||||||||||||||||
Net income attributable to noncontrolling interest | 234 | 234 | ||||||||||||||||||||||||
Balances – June 30, 2019 | 170,378 | $ | 1,703 | $ | 4,254,297 | $ | 1,274,067 | $ | 5,530,067 | $ | 1,953 | $ | 5,532,020 | |||||||||||||
Balances – December 31, 2018 | 172,844 | $ | 1,728 | $ | 4,242,369 | $ | 1,216,852 | $ | 5,460,949 | $ | 1,770 | $ | 5,462,719 | |||||||||||||
Common stock issued to employees | 347 | 3 | 3,700 | 3,703 | 3,703 | |||||||||||||||||||||
Common stock issued to the Board | 19 | — | 531 | 531 | 531 | |||||||||||||||||||||
Common stock issued under ESPP | 42 | 1 | 1,128 | 1,129 | 1,129 | |||||||||||||||||||||
Company shares repurchased | (2,874 | ) | (29 | ) | (86,863 | ) | (86,892 | ) | (86,892 | ) | ||||||||||||||||
Shares withheld – RSU settlement | (2,304 | ) | (2,304 | ) | (2,304 | ) | ||||||||||||||||||||
Employee stock-based compensation expense | 6,569 | 6,569 | 6,569 | |||||||||||||||||||||||
Cash dividends paid and dividends accrued ($0.06 per share) | (20,761 | ) | (20,761 | ) | (20,761 | ) | ||||||||||||||||||||
Net income attributable to Knight-Swift | 167,143 | 167,143 | 167,143 | |||||||||||||||||||||||
Distribution to noncontrolling interest | (296 | ) | (296 | ) | ||||||||||||||||||||||
Net income attributable to noncontrolling interest | 479 | 479 | ||||||||||||||||||||||||
Balances – June 30, 2019 | 170,378 | $ | 1,703 | $ | 4,254,297 | $ | 1,274,067 | $ | 5,530,067 | $ | 1,953 | $ | 5,532,020 |
See accompanying notes to condensed consolidated financial statements (unaudited).
8
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Continued |
Common Stock | Additional Paid-in Capital | Retained Earnings | Total Knight-Swift Stockholders' Equity | Noncontrolling Interest | Total Stockholders’ Equity | |||||||||||||||||||||
Shares | Par Value | |||||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||
Balances – December 31, 2017 | 177,998 | $ | 1,780 | $ | 4,219,214 | $ | 1,016,738 | $ | 5,237,732 | $ | 2,638 | $ | 5,240,370 | |||||||||||||
Common stock issued to employees | 285 | 3 | 4,087 | 4,090 | 4,090 | |||||||||||||||||||||
Common stock issued under ESPP | 9 | — | 371 | 371 | 371 | |||||||||||||||||||||
Shares withheld – RSU settlement | (2,118 | ) | (2,118 | ) | (2,118 | ) | ||||||||||||||||||||
Employee stock-based compensation expense | 1,989 | 1,989 | 1,989 | |||||||||||||||||||||||
Cash dividends paid and dividends accrued ($0.06 per share) | (10,742 | ) | (10,742 | ) | (10,742 | ) | ||||||||||||||||||||
Net income attributable to Knight-Swift | 70,364 | 70,364 | 70,364 | |||||||||||||||||||||||
Distribution to noncontrolling interest | (801 | ) | (801 | ) | ||||||||||||||||||||||
Net income attributable to noncontrolling interest | 368 | 368 | ||||||||||||||||||||||||
Net cumulative-effect adjustment from adopting ASC Topic 606 | 5,301 | 5,301 | 5,301 | |||||||||||||||||||||||
Balances – March 31, 2018 | 178,292 | $ | 1,783 | $ | 4,225,661 | $ | 1,079,543 | $ | 5,306,987 | $ | 2,205 | $ | 5,309,192 | |||||||||||||
Common stock issued to employees | 313 | 3 | 5,290 | 5,293 | 5,293 | |||||||||||||||||||||
Common stock issued to the Board | 19 | — | 774 | 774 | 774 | |||||||||||||||||||||
Common stock issued under ESPP | 9 | — | 406 | 406 | 406 | |||||||||||||||||||||
Shares withheld – RSU settlement | (411 | ) | (411 | ) | (411 | ) | ||||||||||||||||||||
Employee stock-based compensation expense | 2,414 | 2,414 | 2,414 | |||||||||||||||||||||||
Cash dividends paid and dividends accrued ($0.06 per share) | (10,768 | ) | (10,768 | ) | (10,768 | ) | ||||||||||||||||||||
Net income attributable to Knight-Swift | 91,323 | 91,323 | 91,323 | |||||||||||||||||||||||
Distribution to noncontrolling interest | (271 | ) | (271 | ) | ||||||||||||||||||||||
Net income attributable to noncontrolling interest | 305 | 305 | ||||||||||||||||||||||||
Net acquisition of remaining ownership interest, previously noncontrolling | (1,873 | ) | (1,873 | ) | (1,873 | ) | ||||||||||||||||||||
Balances – June 30, 2018 | 178,633 | $ | 1,786 | $ | 4,232,672 | $ | 1,159,687 | $ | 5,394,145 | $ | 2,239 | $ | 5,396,384 | |||||||||||||
Balances – December 31, 2017 | 177,998 | $ | 1,780 | $ | 4,219,214 | $ | 1,016,738 | $ | 5,237,732 | $ | 2,638 | $ | 5,240,370 | |||||||||||||
Common stock issued to employees | 598 | 6 | 9,377 | 9,383 | 9,383 | |||||||||||||||||||||
Common stock issued to the Board | 19 | — | 774 | 774 | 774 | |||||||||||||||||||||
Common stock issued under ESPP | 18 | — | 777 | 777 | 777 | |||||||||||||||||||||
Shares withheld – RSU settlement | (2,529 | ) | (2,529 | ) | (2,529 | ) | ||||||||||||||||||||
Employee stock-based compensation expense | 4,403 | 4,403 | 4,403 | |||||||||||||||||||||||
Cash dividends paid and dividends accrued ($0.06 per share) | (21,510 | ) | (21,510 | ) | (21,510 | ) | ||||||||||||||||||||
Net income attributable to Knight-Swift | 161,687 | 161,687 | 161,687 | |||||||||||||||||||||||
Distribution to noncontrolling interest | (1,072 | ) | (1,072 | ) | ||||||||||||||||||||||
Net income attributable to noncontrolling interest | 673 | 673 | ||||||||||||||||||||||||
Net acquisition of remaining ownership interest, previously noncontrolling | (1,873 | ) | (1,873 | ) | (1,873 | ) | ||||||||||||||||||||
Net cumulative-effect adjustment from adopting ASC Topic 606 | 5,301 | 5,301 | 5,301 | |||||||||||||||||||||||
Balances – June 30, 2018 | 178,633 | $ | 1,786 | $ | 4,232,672 | $ | 1,159,687 | $ | 5,394,145 | $ | 2,239 | $ | 5,396,384 |
See accompanying notes to condensed consolidated financial statements (unaudited).
9
Notes to Condensed Consolidated Financial Statements (Unaudited) |
Note 1 — 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 first half of 2019, the Company operated an average of 18,959 tractors (comprised of 16,352 company tractors and 2,607 independent contractor tractors) and 56,902 trailers within the Trucking segment. Additionally, the Company operated an average of 672 tractors and 9,864 containers in the Intermodal segment during the first half of 2019. The Company's three reportable segments are Trucking, Logistics, and Intermodal.
Segment Realignment
During the first quarter of 2019, the Company reorganized its reportable segments to reflect management’s revised reporting structure. Under this revised reporting structure, the Company's three reportable segments, are as follows:
• | The Trucking segment now includes the results of the previously-reported Knight Trucking, Swift Truckload, Swift Dedicated, and Swift Refrigerated segments. |
• | The Logistics segment now includes the results of the Knight brokerage and Swift logistics businesses which were previously included within the Knight Logistics and Swift non-reportable segments, respectively. |
• | The Intermodal segment now includes the results of the previously-reported Swift Intermodal segment and the results of the Knight intermodal business, which was previously included in the Knight Logistics segment. |
The non-reportable segments continue to include support services that Swift's subsidiaries provide to customers and independent contractors (including repair and maintenance shop services, equipment leasing, and insurance), as well as certain legal settlements and accruals, amortization of intangibles related to the 2017 Merger, and certain other corporate expenses. Additionally, the non-reportable segments now include Knight's equipment leasing and warranty services to independent contractors and trailer parts manufacturing, which were previously reported within the Knight Logistics segment.
Abilene Acquisition
On March 16, 2018, the Company acquired all of the issued and outstanding equity interests of Abilene. Abilene's trucking and logistics businesses are included under the respective segments. Please refer to Note 4 for more information about the Abilene Acquisition.
Basis of Presentation
The condensed consolidated financial statements and footnotes included in this Quarterly Report should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2018 Annual Report. The condensed consolidated financial statements in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries. 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.
Note regarding comparability — The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by the Company on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.
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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 "Contract balance – revenue in transit" as a separate line item on the condensed consolidated balance sheets to improve visibility. The balance was previously disclosed within the footnotes to the condensed consolidated financial statements. Prior period amounts have been reclassified out of "Trade receivables, net" to align with the current period presentation.
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).
Note 2 — Recently Adopted Accounting Pronouncements
Leases (ASC Topic 842): ASU 2016-02 — Leases
Note: Required annual disclosures regarding ASC Topic 842 are included in Note 9.
Summary of the Standard — In February 2016, the FASB issued ASU 2016-02, which established the new ASC Topic 842, Leases, standard. The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected. For public business entities, the new standard was effective for fiscal years beginning after December 15, 2018. Companies may apply the amendments in ASU 2016-02 using a modified retrospective approach with an adjustment to retained earnings as of either the beginning of the current year ("ASC Topic 840 Comparative Approach") or the beginning of the earliest period presented ("ASC Topic 842 Comparative Approach").
Adoption Method and Approach — The Company adopted ASC Topic 842 on January 1, 2019 by applying the ASC Topic 840 Comparative Approach, resulting in the recognition of right-of-use assets and lease liabilities related to its operating leases. Comparative information related to periods prior to January 1, 2019 continues to be reported under the legacy guidance in ASC Topic 840.
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Practical Expedients — As permitted under ASU 2016-02 (and related ASUs), management elected to apply the package of practical expedients:
• | Lease Identification — An entity need not reassess whether any expired or existing contracts are or contain leases. |
• | Lease Classification — An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with ASC Topic 840 are now classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC Topic 840 are now classified as finance leases). |
• | Initial Direct Costs — An entity need not reassess initial direct costs for any existing leases. |
Adoption Date Impact — The required disclosures regarding the adoption date impact of ASC Topic 842 on the condensed consolidated balance sheet are presented below.
December 31, 2018 | Opening Balance Adjustments | January 1, 2019 | |||||||||
(in thousands) | |||||||||||
Assets | |||||||||||
Prepaid expenses 2 | $ | 67,011 | $ | (948 | ) | $ | 66,063 | ||||
Operating lease right-of-use assets 1 | — | 280,527 | 280,527 | ||||||||
Other long-term assets 2 | 51,721 | (1 | ) | 51,720 | |||||||
Liabilities | |||||||||||
Accounts payable 2 | $ | 117,883 | $ | (437 | ) | $ | 117,446 | ||||
Accrued liabilities 2 | 151,500 | (4,168 | ) | 147,332 | |||||||
Operating lease liabilities – current portion 1 | — | 119,963 | 119,963 | ||||||||
Operating lease liabilities – less current portion 1 | — | 168,232 | 168,232 | ||||||||
Deferred tax liabilities 3 | 739,538 | — | 739,538 | ||||||||
Other long-term liabilities 2 | 23,294 | (4,012 | ) | 19,282 |
1 | These new line items on the condensed consolidated balance sheets represent the capitalization of the Company's operating leases as lessee. |
2 | The effect of adopting ASC Topic 842 reflects certain reclassifications to adjust the right-of-use assets. |
3 | Amounts are reflective of deferred tax impacts from capitalizing the Company's operating leases. |
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Current Period Impact of Adoption — The required quantitative disclosures regarding the current period impact of adopting ASC Topic 842 on the condensed consolidated balance sheet are presented below.
June 30, 2019 | |||||||||||
As Reported under ASC Topic 842 | If Reported Under ASC Topic 840 | Effect of Change to ASC Topic 842 | |||||||||
(in thousands) | |||||||||||
Assets | |||||||||||
Prepaid expenses 2 | $ | 67,904 | $ | 68,334 | $ | (430 | ) | ||||
Gross property and equipment 4 | 3,546,930 | 3,513,658 | 33,272 | ||||||||
Accumulated depreciation and amortization 4 | (801,287 | ) | (800,165 | ) | (1,122 | ) | |||||
Operating lease right-of-use assets 1 | 221,026 | — | 221,026 | ||||||||
Other long-term assets 2 | 59,850 | 59,851 | (1 | ) | |||||||
Liabilities | |||||||||||
Accounts payable 2 | $ | 165,085 | $ | 166,146 | $ | (1,061 | ) | ||||
Accrued liabilities 2 | 154,197 | 157,980 | (3,783 | ) | |||||||
Finance lease liabilities and long-term debt – current portion 4 | 58,684 | 26,531 | 32,153 | ||||||||
Operating lease liabilities – current portion 1 | 98,904 | — | 98,904 | ||||||||
Operating lease liabilities – less current portion 1 | 129,680 | — | 129,680 | ||||||||
Deferred tax liabilities 3 | 749,077 | 749,136 | (59 | ) | |||||||
Other long-term liabilities 2 | 16,873 | 19,962 | (3,089 | ) |
1 | Refer to tabular footnote (1) under "Adoption Date Impact" above. |
2 | Refer to tabular footnote (2) under "Adoption Date Impact" above. |
3 | Refer to tabular footnote (3) under "Adoption Date Impact" above. |
4 | Amounts represent reclassification of operating lease liabilities to finance lease liabilities, as the Company became reasonably certain to purchase certain revenue equipment off of operating leases during the second quarter of 2019. |
ASU 2018-13: Fair Value Measurement (Topic 820): Disclosure Framework – Change to the Disclosure Requirements for Fair Value Measurement
Summary of the Standard — The amendments in this ASU modify several disclosure requirements under ASC Topic 820. These changes include removing the disclosure requirements related to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and adding disclosure requirements about the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Additionally, the amendments remove the phrase "at a minimum" from the codification clarifying that materiality should be considered when evaluating disclosure requirements.
Current Period Impact of Adoption — The Company began excluding immaterial disclosures regarding fair value measurements from its Quarterly Reports and Annual Reports during the first quarter of 2019.
Other ASUs
There were various other ASUs that became effective during year-to-date June 30, 2019, which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures.
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Note 3 — Recently Issued Accounting Pronouncements
Date Issued | Reference | Description | Adoption Date and Method | Financial Statement Impact | ||||
July 2019 | 2019-07: Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates 1 | The amendments in this ASU update several topics of the ASC to incorporate changes required by guidance made effective by SEC Final Rule Nos. 33-10532, 33-10231, and 33-10442. These final rules included extending the disclosure requirement of presenting changes in stockholders' equity for both current and comparative interim periods, changing the title of the income statement to statement of comprehensive income, and disclosing the dividend per share amount for each class of stock. | July 2019, prospective adoption | Presentation and disclosure impact only | ||||
May 2019 | 2019-05: Financial Instruments —Credit Losses, Topic 326; Targeted Transition Relief 2 | The amendments provide entities that hold instruments within the scope of Subtopic 326-20 with the option to irrevocably elect the fair value option in Subtopic 825-10. This fair value option election does not apply to instruments classified as held-to-maturity debt securities. | January 2020, Adoption method varies by amendment | Currently under evaluation, but not expected to be material | ||||
April 2019 | 2019-04: Codification Improvements to Topic 326, Financial Instruments —Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2 | The amendments address certain issues related to the implementation of ASU 2016-01 – Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and ASU 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments update the treatment of credit losses for accrued interest receivables and related recoveries, remove the prohibition of using projections of future interest rate environments when using a discounted cash flow method to measure expected credit losses, as well as outline other targeted improvements that clarify language and intent, better define scope and improve cross references, among others. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. | January 2020, Adoption method varies by amendment | Currently under evaluation, but not expected to be material | ||||
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Date Issued | Reference | Description | Adoption Date and Method | Financial Statement Impact | ||||
March 2019 | 2019-01: Leases (Topic 842) – Codification Improvements 3 | The amendments address certain issues related to the implementation of ASC Topic 842, including; determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, presentation on the statement of cash flows for sales type and direct financing leases, and transition disclosures related to ASC Topic 250. The transition disclosures related to ASC Topic 250 clarify that entities are not required to disclose the impacts of adopting ASC Topic 842 on net income or related per share amounts in both interim and annual reporting periods. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. | January 2019, Adoption method varies by amendment | The Company will not disclose the impacts of adopting ASC Topic 842 on net income or related per share amounts. |
1 | The Company applied the relevant changes during the first quarter of 2019, in conjunction with the effective date per the final SEC rules. Given that the corresponding ASU was issued in July 2019, the amendments in the ASU will technically be adopted in the third quarter of 2019. |
2 | Not yet adopted. |
3 | Adopted during the first quarter of 2019. |
Note 4 — Abilene Acquisition
Information about the accounting treatment for the Abilene Acquisition including details of the transaction, determination of the total fair value consideration, allocation of the purchase price at the end of the measurement period are included in the Company’s Quarterly Report for the quarter ended March 31, 2019.
The following unaudited pro forma information combines the historical operations of Knight-Swift and Abilene giving effect to the Abilene Acquisition and related transactions as if they had been consummated on January 1, 2018, the beginning of the comparative periods presented.
Year-to-Date June 30, | |||
2018 | |||
(in thousands, except per share data) | |||
Total revenue | $ | 2,622,456 | |
Net income attributable to Knight-Swift | 162,222 | ||
Earnings per share – diluted | 0.90 | ||
The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, elimination of transaction costs incurred by Knight-Swift and Abilene during the periods presented that were directly related to the Abilene Acquisition and related income tax effects. The acquisition-related expenses that the Company incurred from the Abilene Acquisition are eliminated from presentation of the unaudited pro forma net income presented above.
The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Knight-Swift and Abilene would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the identified transactions. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the Abilene Acquisition and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings.
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Note 5 — 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:
June 30, 2019 | |||||||||||||||
Gross Unrealized | |||||||||||||||
Cost or Amortized Cost | Gains | Temporary Losses | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
US corporate securities | $ | 10,277 | $ | 6 | $ | — | $ | 10,283 | |||||||
Restricted investments, held-to-maturity | $ | 10,277 | $ | 6 | $ | — | $ | 10,283 | |||||||
December 31, 2018 | |||||||||||||||
Gross Unrealized | |||||||||||||||
Cost or Amortized Cost | Gains | Temporary Losses | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
US corporate securities | $ | 15,296 | $ | 1 | $ | (16 | ) | $ | 15,281 | ||||||
Municipal bonds | 1,082 | — | — | 1,082 | |||||||||||
Negotiable certificate of deposits | 1,035 | — | — | 1,035 | |||||||||||
Restricted investments, held-to-maturity | $ | 17,413 | $ | 1 | $ | (16 | ) | $ | 17,398 | ||||||
As of June 30, 2019, the contractual maturities of the restricted investments, held-to-maturity, were one year or less. There were 2 securities and 20 securities that were in an unrealized loss position for less than twelve months as of June 30, 2019 and December 31, 2018, respectively. The Company did not recognize any impairment losses related to its held-to-maturity investments during the quarter or year-to-date periods ended June 30, 2019 or 2018, respectively.
Refer to Note 17 for additional information regarding fair value measurements of the Company's investments.
Note 6 — Assets Held for Sale
The Company expects to sell its assets held for sale, which consist of revenue equipment, within the next twelve months. Revenue equipment held for sale totaled $43.5 million and $40.0 million as of June 30, 2019 and December 31, 2018, 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:
• | $7.5 million and $9.1 million for the quarter-to-date periods ended June 30, 2019 and 2018, respectively. |
• | $19.2 million and $16.6 million for the year-to-date periods ended June 30, 2019 and 2018, respectively. |
The Company did not recognize any impairment losses related to assets held for sale during the quarter or year-to-date periods ended June 30, 2019 or 2018.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 7 — Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill were as follows:
(In thousands) | |||
Goodwill, balance at December 31, 2018 | $ | 2,919,176 | |
Amortization relating to deferred tax assets | (5 | ) | |
Abilene Acquisition ¹ | 48 | ||
Goodwill, balance at June 30, 2019 | $ | 2,919,219 | |
1 | The goodwill associated with the Abilene Acquisition was allocated to the Trucking segment and was adjusted for equipment losses and claims incurred prior to the acquisition. |
There were no goodwill impairments recorded during the June 30, 2019 or 2018 quarter or year-to-date periods.
Other Intangible Assets
Other intangible asset balances were as follows:
June 30, 2019 | December 31, 2018 | ||||||
(In thousands) | |||||||
Customer relationships and non-compete: | |||||||
Gross carrying amount | $ | 838,100 | $ | 838,100 | |||
Accumulated amortization | (78,466 | ) | (57,081 | ) | |||
Customer relationships and non-compete, net | $ | 759,634 | $ | 781,019 | |||
Trade names: | |||||||
Gross carrying amount | 639,900 | 639,900 | |||||
Intangible assets, net | $ | 1,399,534 | $ | 1,420,919 | |||
As of June 30, 2019, management anticipates that the composition and amount of amortization associated with intangible assets will be $21.4 million for the remainder of 2019, $42.7 million for each of the years 2020 through 2021, $42.6 million in 2022, and $42.3 million in 2023. 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.
Note 8 — Income Taxes
Effective Tax Rate — The quarter-to-date June 30, 2019 and June 30, 2018 effective tax rates were 24.7% and 22.9%, respectively. The Company recognized discrete items relating to the partial release of its reserve for uncertain tax positions and stock compensation deductions during the quarter ended June 30, 2019. The Company also recognized discrete items relating to stock compensation deductions and a favorable audit settlement of nondeductible penalties during the quarter ended June 30, 2018.
The year-to-date June 30, 2019 and June 30, 2018 effective tax rates were 24.4% and 22.1%, respectively. The Company recognized discrete items relating to the partial release of its reserve for uncertain tax positions and stock compensation deductions during the year-to-date period ended June 30, 2019. The Company also recognized discrete items relating to stock compensation deductions and a favorable audit settlement of nondeductible penalties during the year-to-date June 30, 2018 period.
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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 likely 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 — During the quarter ended June 30, 2019, the Company reduced its reserve by $1.0 million for uncertain tax positions relating to various federal credits. Management believes it is reasonably possible that a decrease of up to $1.7 million in unrecognized tax benefits relating to federal credits may be necessary within the next twelve months.
Interest and Penalties — Accrued interest and penalties related to unrecognized tax benefits as of June 30, 2019 and December 31, 2018 were approximately $1.0 million and $1.4 million, respectively.
Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2013 through 2017. 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 2013 remain subject to examination.
Note 9 — Leases
June 30, 2019 (ASC Topic 842 Disclosures)
Lessee Disclosures for Lease Accounting under ASC Topic 842
Accounting Policy — Management evaluates the Company’s leases based on the underlying asset groups. The assets currently underlying the Company’s leases include revenue equipment (primarily tractors and trailers), real estate (primarily buildings, office space, land, and drop yards), as well as technology and other equipment that supports business operations. Management’s significant assumptions and judgments include the determination of the discount rate (discussed below), as well as the determination of whether a contract contains a lease (specifically with respect to whether the Company's drop yard contracts contain identified assets).
• | Lease Term — The Company’s leases generally have lease terms corresponding to the useful lives of the underlying assets. Revenue equipment leases have fixed payment terms based on the passage of time, which is typically three to five years for tractors and five to seven years for trailers. Certain finance leases for revenue equipment contain renewal or fixed price purchase options. Real estate leases, excluding drop yards, generally have varying lease terms between five and fifteen years and may include renewal options. Drop yards include month-to-month leases, as well as leases with varying lease terms generally ranging from two to five years. |
Options to renew or purchase the underlying assets are considered in the determination of the right-of-use asset and lease liability once reasonably certain of exercise.
• | Portfolio Approach — The Company typically leases its revenue equipment under master lease agreements, which contain general terms, conditions, definitions, representations, warranties and other general language, while the specific contract provisions are contained within the various individual lease schedules that fall under a master lease agreement. Each individual leased asset within a lease schedule is similar in nature (i.e. all tractors or all trailers) and has identical contract provisions to all of the other individual leased assets within the same lease schedule (such as the contract provisions discussed above). Management has elected to apply the portfolio approach to its revenue equipment leases, as accounting for its revenue equipment under the portfolio approach would not be materially different from separately accounting for each individual underlying asset as a lease. Each individual real estate and other lease is accounted for at the individual asset level. |
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• | Nonlease components — Management has elected to combine its nonlease components (such as fixed charges for common area maintenance, real estate taxes, utilities, and insurance) with lease components for each class of underlying asset, as applicable, as the nonlease components in the Company’s lease contracts typically are not material. These nonlease components are usually present within the Company’s real estate leases. The Company’s assets are generally insured by umbrella policies, in which the premiums change from one policy period to the next, making them variable in nature. Accordingly, these insurance costs are excluded from the Company’s calculation of right-of-use assets and corresponding lease liabilities. |
• | Short-term lease exemption — Management has elected to apply the short-term lease exemption to all asset groups. Accordingly, leases with terms of twelve months or less are not capitalized and continue to be expensed on a straight-line basis over the term of the lease. This primarily affects the Company’s drop yards and corresponding temporary structures on those drop yards. To a lesser extent, certain short-term leases for revenue equipment, technology, and other assets are affected. |
• | Discount rate — The Company uses the rate implicit in the lease, when readily determinable. Otherwise the Company’s incremental borrowing rate is applied. Due to the unique structure of the Company’s revenue equipment leases, management believes that the rate implicit in the lease is readily determinable for such leases and the implicit rate is used. The Company’s use of the implicit rate (rather than the incremental borrowing rate) for its revenue equipment leases does not materially change the Company’s financial position or financial results either by financial statement caption or in total. The implicit interest rate is not readily determinable for the Company’s real estate and other leases. As such, management applies the Company’s incremental borrowing rate, which is defined by GAAP as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company's incremental borrowing rate is based on the results of an independent third-party valuation. |
• | Residual values — The Company's finance leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to make the balloon payment at the end of the lease term. |
In connection with certain revenue equipment operating leases, the Company issues residual value guarantees, which provide that if the Company does not purchase the leased equipment from the lessor at the end of the lease term, then the Company is liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. To the extent management believes any manufacturer will refuse or be unable to meet its obligation, the Company recognizes additional rental expense to the extent the fair market value at the lease termination is expected to be less than the obligation to the lessor. Proceeds from the sale of equipment under the Company’s operating leases generally exceed the payment obligation on substantially all operating leases. Although the Company typically owes certain amounts to its lessors at the end of its revenue equipment leases, the Company’s equipment manufacturers have corresponding guarantees back to the Company as to the buyback value of the units.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Lease Cost — The components of the Company's lease cost were as follows:
Quarter-to-Date June 30, 2019 | Year-to-Date June 30, 2019 | ||||||
(in thousands) | |||||||
Operating lease cost | $ | 32,376 | $ | 67,194 | |||
Short-term lease cost ¹ | 589 | 1,406 | |||||
Sublease income | (90 | ) | (180 | ) | |||
Rental expense | 32,875 | 68,420 | |||||
Finance lease cost: | |||||||
Amortization of property and equipment | 4,120 | 12,453 | |||||
Interest expense | 845 | 1,772 | |||||
Total finance lease cost | 4,965 | 14,225 | |||||
Total operating and finance lease cost | $ | 37,840 | $ | 82,645 | |||
1 | Short-term lease cost includes month-to-month and variable lease costs. |
Lease Liability Calculation Assumptions — The assumptions underlying the calculation of the Company's right-of-use assets and lease liabilities are disclosed below.
June 30, 2019 | |||||
Operating | Finance | ||||
Revenue equipment leases | |||||
Weighted average remaining lease term | 2.6 years | 1.7 years | |||
Weighted average discount rate | 2.6 | % | 3.8 | % | |
Real estate and other leases | |||||
Weighted average remaining lease term | 12.4 years | 1.7 years | |||
Weighted average discount rate | 4.2 | % | 2.0 | % | |
Maturity Analysis of Lease Liabilities (as Lessee) — Future minimum lease payments for all noncancelable leases were:
June 30, 2019 | |||||||
Operating | Finance | ||||||
(In thousands) | |||||||
Remainder of 2019 | $ | 57,858 | $ | 54,754 | |||
2020 | 81,449 | 15,828 | |||||
2021 | 44,487 | 30,829 | |||||
2022 | 26,643 | 18,528 | |||||
2023 | 13,669 | 1,347 | |||||
Thereafter | 26,257 | 9,572 | |||||
Future minimum lease payments | 250,363 | 130,858 | |||||
Less: amounts representing interest | (21,779 | ) | (6,147 | ) | |||
Present value of minimum lease payments | 228,584 | 124,711 | |||||
Less: current portion | (98,904 | ) | (58,684 | ) | |||
Lease liabilities, less current portion | $ | 129,680 | $ | 66,027 | |||
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Supplemental Cash Flow Lease Disclosures — The following table sets forth cash paid for amounts included in the measurement of lease liabilities:
Year-to-Date June 30, 2019 | |||
(in thousands) | |||
Operating cash flows from operating leases | $ | 65,995 | |
Operating cash flows from finance leases | 1,757 | ||
Financing cash flows from finance leases | 36,941 | ||
Refer to Note 15 for information regarding the leasing transactions between the Company and related parties.
Lessor Disclosures for Lease Accounting under ASC Topic 842
The Company's wholly-owned financing subsidiaries lease revenue equipment to the Company's independent contractors under operating leases, which generally have terms between three and four years, and include renewal and purchase options. These leases also include variable charges associated with miles driven in excess of the stipulated allowable miles in the contract, which are accounted for separately and presented in the table below. Lease classification is determined based on minimum rental receipts per the agreement, including residual value guarantees, when applicable, as well as receivables due to the Company upon default or cross-default. When independent contractors default on their leases, the Company typically re-leases the equipment to other independent contractors. As such, future lease receipts reflect original leases and re-leases.
The owned assets underlying the Company's leases as lessor primarily consist of revenue equipment. As of June 30, 2019, the gross carrying value of such revenue equipment underlying these leases was $99.0 million and accumulated depreciation was $31.0 million. Depreciation is calculated on a straight-line basis down to the residual value, as applicable, over the estimated useful life of the equipment. Depreciation expense for these assets was $3.9 million for the second quarter of 2019 and $7.7 million for year-to-date June 30, 2019.
Additionally, the Company periodically leases out real estate for use by third parties, some of which are subleases. These leases have varying terms, and may include renewal options.
Management’s significant assumptions and judgments include the determination of the amount the Company expects to derive from the underlying asset at the end of the lease term, as well as whether a contract contains a lease.
Lease Revenue and Rental Income — The components of the Company's lease revenue are included in "Revenue, excluding trucking fuel surcharge" and the Company's rental income is included in "Other income, net" in the condensed consolidated statements of comprehensive income. These amounts are disclosed in the table below.
Quarter-to-Date June 30, 2019 | Year-to-Date June 30, 2019 | ||||||
(in thousands) | |||||||
Operating lease revenue | $ | 11,078 | $ | 24,035 | |||
Variable lease revenue | 599 | 1,110 | |||||
Total lease revenue 1 | $ | 11,677 | $ | 25,145 | |||
Rental income 2 | $ | 2,499 | $ | 4,940 | |||
1 | Primarily represents operating revenue earned by the Company's financing subsidiaries for leasing equipment to third-party independent contractors. |
2 | Represents non-operating income earned from leasing real estate to third parties. |
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Maturity Analysis of Future Lease Revenues (as Lessor) — Future minimum lease revenues for all noncancelable leases were:
June 30, 2019 | |||
(In thousands) | |||
Remainder of 2019 | $ | 29,903 | |
2020 | 46,312 | ||
2021 | 31,547 | ||
2022 | 16,089 | ||
2023 | 4,692 | ||
Thereafter | 1,943 | ||
Future minimum lease revenues | $ | 130,486 | |
Refer to Note 15 for information regarding the leasing transactions between the Company and related parties.
December 31, 2018 (ASC Topic 840 Disclosures)
Note: The ASC Topic 840 Comparative Approach for adopting ASC Topic 842 requires companies to provide disclosures for all periods that continue to be in accordance with ASC Topic 840. Refer to Note 2 for more information regarding the Company's adoption methods and impact of adoption for ASC Topic 842.
The Company finances a portion of its revenue equipment under capital and operating leases and certain terminals under operating leases.
Capital Leases (as Lessee) — The Company's capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to make the balloon payment at the end of the lease term. Certain leases contain renewal or fixed price purchase options. The present value of obligations under capital leases is included under "Capital lease obligations and long-term debt – current portion" and "Capital lease obligations – less current portion" in the condensed consolidated balance sheets. As of December 31, 2018, the leases were collateralized by revenue equipment with a cost of $154.3 million and accumulated amortization of $34.2 million. Amortization of the equipment under capital leases is included in "Depreciation and amortization of property and equipment" in the Company's condensed consolidated statements of comprehensive income.
Operating Leases (as Lessee) — Operating leases generally include tractors, trailers, chassis, and facilities. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers.
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Operating and Capital Leases (as Lessee) — Annual future minimum lease payments for all noncancelable leases were:
December 31, 2018 | |||||||
Operating | Capital | ||||||
(In thousands) | |||||||
2019 | $ | 123,380 | $ | 61,285 | |||
2020 | 79,088 | 15,843 | |||||
2021 | 42,441 | 30,845 | |||||
2022 | 24,693 | 18,528 | |||||
2023 | 11,728 | 1,347 | |||||
Thereafter | 25,403 | 9,572 | |||||
Future minimum lease payments | $ | 306,733 | $ | 137,420 | |||
Less: amounts representing interest | (7,921 | ) | |||||
Present value of minimum lease payments | 129,499 | ||||||
Less: current portion | (58,251 | ) | |||||
Capital lease obligations – less current portion | $ | 71,248 | |||||
Operating Leases (as Lessor) — The Company's wholly-owned financing subsidiaries lease revenue equipment to the Company's independent contractors under operating leases. Additionally, the Company periodically leases out facilities for use by third-parties. Annual future minimum lease payments receivable under operating leases for the periods noted below were:
December 31, 2018 | |||
(In thousands) | |||
2019 | $ | 54,080 | |
2020 | 37,694 | ||
2021 | 22,991 | ||
2022 | 8,343 | ||
2023 | 13 | ||
Thereafter | — | ||
Future minimum lease payments receivable | $ | 123,121 | |
Lease classification is determined based on minimum rental payments per the agreement, including residual value guarantees, when applicable, as well as receivables due to the Company upon default or cross-default. When independent contractors default on their leases, the Company typically re-leases the equipment to other independent contractors. As such, future minimum lease payments reflect original leases and re-leases.
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Note 10 — 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 June 30, 2019, 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 June 30, 2019. 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. |
Availability under the 2018 RSA is calculated as follows:
June 30, 2019 | December 31, 2018 | ||||||
(In thousands) | |||||||
Borrowing base, based on eligible receivables | $ | 284,700 | $ | 325,000 | |||
Less: outstanding borrowings ¹ | (145,000 | ) | (240,000 | ) | |||
Less: outstanding letters of credit | (70,650 | ) | (70,900 | ) | |||
Availability under accounts receivable securitization facilities | $ | 69,050 | $ | 14,100 | |||
1 | Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets, offset by $0.3 million of deferred loan costs. Interest accrued on the aggregate principal balance at a rate of 3.3% and 3.2% as of June 30, 2019 and December 31, 2018, 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 $1.9 million and $2.0 million during the quarter-to date June 30, 2019 and 2018 periods, respectively. The Company incurred accounts receivable securitization program fees of $3.9 million and $4.0 million during the year-to-date June 30, 2019 and 2018 periods, respectively.
Refer to Note 17 for information regarding the fair value of the 2018 RSA.
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Note 11 — Commitments
Purchase Commitments
As of June 30, 2019, the Company had outstanding commitments to purchase revenue equipment of $385.6 million in 2019 ($340.1 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 June 30, 2019, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $3.7 million in the remainder of 2019, $1.1 million in 2020 through 2021, 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, including Transportation Resource Partners, Transportation Resource Partners III, LP, TRP Capital Partners, LP, TRP CoInvest Partners, (NTI) I, LP, TRP CoInvest Partners, (QLS) I, LP, and TRP Coinvest Partners, FFR I, LP. In these agreements, Knight committed to invest in return for an ownership percentage. During the first quarter of 2019, Knight entered into and fulfilled a $5.0 million commitment to invest in TRP Coinvest FFR. There were no material changes related to the TRP commitments during the second quarter of 2019.
Note 12 — 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 $104.5 million, relating to the Company's outstanding legal proceedings as of June 30, 2019.
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.
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EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS | ||||||
Washington Overtime Class Actions | ||||||
The plaintiffs allege one or more of the following, pertaining to Washington state-based driving associates: that Swift 1) failed to pay minimum wages; 2) failed to pay overtime; 3) failed to pay all wages due at established pay periods; 4) failed to provide proper meal and rest periods; 5) failed to provide accurate wage statements; and 6) unlawfully deducted from employee wages. The plaintiffs seek unpaid wages, exemplary damages, interest, other costs, and attorneys' fees. | ||||||
Plaintiff(s) | Defendant(s) | Date instituted | Court or agency currently pending in | |||
Troy Slack ¹ | Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation | September 9, 2011 | United States District Court for the Western District of Washington | |||
Julie Hedglin ¹ | Swift Transportation Company of Arizona, LLC and Swift Transportation Corporation | January 14, 2016 | United States District Court for the Western District of Washington | |||
Recent Developments and Current Status | ||||||
In February 2019, the court granted final approval of the Slack settlement. Additionally, in July 2019, the court granted final approval of the settlement in the Hedglin matter. The likelihood that a loss has been incurred for the Slack and Hedglin matters is probable and estimable, and the loss has accordingly been accrued. | ||||||
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 June 30, 2019. | ||||||
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. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of June 30, 2019. |
1 | Individually and on behalf of all others similarly situated. |
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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 April 2019, the court granted preliminary approval of the settlement in this matter. Based on the above, the likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of June 30, 2019. |
1 | Individually and on behalf of all others similarly situated. |
Self Insurance
The Company is insured against auto liability ("AL") claims under self-insured retention ("SIR") policies. Effective November 1, 2018, all AL claims provide for coverage up to $250.0 million per occurrence. Knight's AL claims have SIRs ranging from $1.0 million to $3.0 million per occurrence depending on the policy period with per occurrence limits of $130.0 million prior to November 1, 2018. Swift AL claims have $250.0 million of coverage per occurrence ($350.0 million aggregated limits through October 31, 2016), subject to a $10.0 million SIR per occurrence.
For the policy periods March 1, 2017 through February 28, 2020, the Knight SIR is $1.0 million with additional responsibility up to $1.6 million per occurrence within its primary limit and applicable aggregate limits. For the policy period March 1, 2016 to March 1, 2017, the Knight SIR was $2.5 million with no additional aggregate limits or deductibles within the primary AL policy. Knight also carries a $2.5 million aggregate deductible for any loss or losses within the excess coverage layer.
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. Additionally, through Knight, the Company maintains primary and excess coverage for employee medical expenses and hospitalization, with self-insured retention of $0.3 million per claimant. Since January 1, 2015, Swift has been fully insured on its medical benefits, subject to contributed premiums.
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Note 13 — 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"). With the adoption of the 2019 Knight-Swift Share Repurchase Plan, the Company terminated the $250.0 million repurchase plan previously approved by the Board in June 2018 (the "2018 Knight-Swift Share Repurchase Plan"). There was approximately $0.2 million remaining under the 2018 Knight-Swift Share Repurchase Plan upon termination.
The following table presents the Company's repurchases of its common stock under the respective share repurchase programs, net of advisory fees:
Share Repurchase Plan | Quarter-to-Date June 30, 2019 | Year-to-Date June 30, 2019 | ||||||||||||||
Authorized Amount | Board Approval Date | Shares | Amount | Shares | Amount | |||||||||||
(in thousands) | (in thousands) | |||||||||||||||
$250,000 | June 1, 2018 | 2,315 | $ | 70,500 | 2,315 | $ | 70,500 | |||||||||
$250,000 | May 30, 2019 | 559 | 16,392 | 559 | 16,392 | |||||||||||
2,874 | $ | 86,892 | 2,874 | $ | 86,892 | |||||||||||
No shares were purchased during the quarter or year-to-date periods ended June 30, 2018.
As of June 30, 2019, $233.6 million remained available under the 2019 Knight-Swift Share Repurchase Plan. As of December 31, 2018, $70.7 million remained available under the 2018 Knight-Swift Share Repurchase Plan.
Note 14 — Weighted Average Shares Outstanding
Basic and diluted earnings per share, 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-to-Date June 30, | Year-to-Date June 30, | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
(In thousands) | |||||||||||
Basic weighted average common shares outstanding | 172,078 | 178,451 | 172,522 | 178,307 | |||||||
Dilutive effect of equity awards | 646 | 947 | 640 | 1,014 | |||||||
Diluted weighted average common shares outstanding | 172,724 | 179,398 | 173,162 | 179,321 | |||||||
Anti-dilutive shares excluded from diluted earnings per share ¹ | 916 | 47 | 933 | 57 |
1 | Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of Knight-Swift's common stock for the periods presented. |
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Note 15 — Related Party Transactions
The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties:
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||||||||||||||||||
Provided by Knight-Swift | Received by Knight-Swift | Provided by Knight-Swift | Received by Knight-Swift | Provided by Knight-Swift | Received by Knight-Swift | Provided by Knight-Swift | Received by Knight-Swift | ||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||||||
Freight Services: | |||||||||||||||||||||||||||||||
Central Freight Lines ¹ | $ | 3,843 | $ | — | $ | — | $ | — | $ | 6,959 | $ | — | $ | 427 | $ | — | |||||||||||||||
SME Industries ¹ | 62 | — | 198 | — | 217 | — | 447 | — | |||||||||||||||||||||||
Total | $ | 3,905 | $ | — | $ | 198 | $ | — | $ | 7,176 | $ | — | $ | 874 | $ | — | |||||||||||||||
Facility and Equipment Leases: | |||||||||||||||||||||||||||||||
Central Freight Lines ¹ | $ | 78 | $ | 92 | $ | 227 | $ | 93 | $ | 322 | $ | 185 | $ | 468 | $ | 185 | |||||||||||||||
Other Affiliates ¹ | 5 | — | 5 | — | 9 | — | 11 | — | |||||||||||||||||||||||
Total | $ | 83 | $ | 92 | $ | 232 | $ | 93 | $ | 331 | $ | 185 | $ | 479 | $ | 185 | |||||||||||||||
Other Services: | |||||||||||||||||||||||||||||||
Central Freight Lines ¹ | $ | 542 | $ | — | $ | — | $ | — | $ | 542 | $ | — | $ | — | $ | — | |||||||||||||||
Updike Distribution and Logistics ² | 3 | — | 9 | — | 4 | — | 554 | — | |||||||||||||||||||||||
Other Affiliates ¹ | 9 | 668 | 9 | 751 | 18 | 1,330 | 18 | 1,354 | |||||||||||||||||||||||
Total | $ | 554 | $ | 668 | $ | 18 | $ | 751 | $ | 564 | $ | 1,330 | $ | 572 | $ | 1,354 | |||||||||||||||
1 | Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. Transactions with these entities that are controlled by and/or are otherwise affiliated with Jerry Moyes, 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 and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. |
In conjunction with Swift's September 8, 2016 announcement that Jerry Moyes would retire from his position as Chief Executive Officer effective December 31, 2016, Swift entered into an agreement with Mr. Moyes to memorialize the terms of his retirement, which was assumed by Knight-Swift. Swift contracted with Mr. Moyes to serve as a non-employee consultant from January 1, 2017 through December 31, 2019, during which time Swift pays Mr. Moyes a monthly consulting fee in cash.
The following is a rollforward of the accrued liability for the consulting fees:
(In thousands) | |||
Accrued consulting fees – Jerry Moyes, balance at December 31, 2018 1a | $ | 2,225 | |
Less: payments | (1,025 | ) | |
Accrued consulting fees – Jerry Moyes, balance at June 30, 2019 1a | $ | 1,200 | |
1a | The balance is included in "Accrued liabilities" in the condensed consolidated balance sheet. |
2 | Knight had an arrangement with Updike Distribution and Logistics, a company that is owned by the father and three brothers of Executive Vice President of Sales and Marketing, James Updike, Jr. The arrangement allowed Updike Distribution and Logistics to purchase fuel from Knight's vendors at cost, plus an administrative fee. The arrangement was discontinued during |
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the second quarter of 2018. Activities in the quarter and year-to-date periods ended June 30, 2019 pertain to sales of various spare parts and tractor accessories.
Receivables and payables pertaining to related party transactions were:
June 30, 2019 | December 31, 2018 | ||||||||||||||
Receivable | Payable | Receivable | Payable | ||||||||||||
(In thousands) | |||||||||||||||
Central Freight Lines | $ | 2,960 | $ | — | $ | 254 | $ | — | |||||||
SME Industries | 23 | — | 24 | — | |||||||||||
Other Affiliates | — | 24 | — | 20 | |||||||||||
Total | $ | 2,983 | $ | 24 | $ | 278 | $ | 20 | |||||||
Note 16 — Information by Segment and Geography
Segment Information
As discussed in Note 1, the Company reorganized its reportable segments during the first quarter of 2019. Accordingly, the Company now 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 dry van, refrigerated, expedited, flatbed, and cross-border operations. Abilene's trucking operations are also included after the March 16, 2018 acquisition date.
Logistics
The Logistics segment is primarily comprised of brokerage and other freight management services. Abilene's logistics operations are also included after the March 16, 2018 acquisition date.
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, as well as certain corporate expenses (such as legal settlements and accruals and amortization of intangibles related to the 2017 Merger).
Intersegment Eliminations
Certain operating segments provide transportation and related services for other affiliates outside of their reportable segment. 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.
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The following tables present the Company's financial information by segment:
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
Revenue: | (In thousands) | ||||||||||||||
Trucking | $ | 1,020,027 | $ | 1,081,832 | $ | 1,993,272 | $ | 2,119,196 | |||||||
Logistics | 82,929 | 99,188 | 171,881 | 188,377 | |||||||||||
Intermodal | 118,195 | 120,047 | 234,562 | 230,314 | |||||||||||
Subtotal | $ | 1,221,151 | $ | 1,301,067 | $ | 2,399,715 | $ | 2,537,887 | |||||||
Non-reportable segments | 29,597 | 48,783 | 67,361 | 98,474 | |||||||||||
Intersegment eliminations | (8,665 | ) | (18,167 | ) | (20,458 | ) | (33,546 | ) | |||||||
Total revenue | $ | 1,242,083 | $ | 1,331,683 | $ | 2,446,618 | $ | 2,602,815 | |||||||
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
Operating income (loss): | (In thousands) | ||||||||||||||
Trucking | $ | 125,772 | $ | 126,657 | $ | 240,947 | $ | 226,908 | |||||||
Logistics | 5,021 | 4,615 | 12,304 | 8,574 | |||||||||||
Intermodal | 4,192 | 4,480 | 6,553 | 8,428 | |||||||||||
Subtotal | $ | 134,985 | $ | 135,752 | $ | 259,804 | $ | 243,910 | |||||||
Non-reportable segments | (26,392 | ) | (11,510 | ) | (34,912 | ) | (25,924 | ) | |||||||
Operating income | $ | 108,593 | $ | 124,242 | $ | 224,892 | $ | 217,986 | |||||||
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
Depreciation and amortization of property and equipment: | (In thousands) | ||||||||||||||
Trucking | $ | 86,842 | $ | 78,694 | $ | 171,352 | $ | 155,753 | |||||||
Logistics | 159 | 137 | 314 | 261 | |||||||||||
Intermodal | 3,303 | 2,945 | 6,663 | 5,718 | |||||||||||
Subtotal | $ | 90,304 | $ | 81,776 | $ | 178,329 | $ | 161,732 | |||||||
Non-reportable segments | 12,634 | 13,972 | 25,546 | 27,879 | |||||||||||
Depreciation and amortization of property and equipment | $ | 102,938 | $ | 95,748 | $ | 203,875 | $ | 189,611 | |||||||
Geographical Information
In the aggregate, total revenue from the Company's foreign operations was less than 5.0% of consolidated total revenue for the quarter and year-to-date periods ended June 30, 2019 and 2018. Additionally, long-lived assets on the Company's foreign subsidiary balance sheets were less than 5.0% of consolidated total assets as of June 30, 2019 and December 31, 2018.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 17 — 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 June 30, 2019 and December 31, 2018, 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 as of June 30, 2019 and December 31, 2018 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.
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.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:
June 30, 2019 | December 31, 2018 | ||||||||||||||
Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||
(In thousands) | |||||||||||||||
Financial Assets: | |||||||||||||||
Restricted investments, held-to-maturity ¹ | $ | 10,277 | $ | 10,283 | $ | 17,413 | $ | 17,398 | |||||||
TRP Investments ² | 31,040 | 31,040 | 20,646 | 20,646 | |||||||||||
Financial Liabilities: | |||||||||||||||
Term Loan, due October 2020 ³ | $ | 364,707 | $ | 365,000 | $ | 364,590 | $ | 365,000 | |||||||
2018 RSA, due July 2021 4 | 144,684 | 145,000 | 239,606 | 240,000 | |||||||||||
Revolver, due October 2022 | 270,000 | 270,000 | 195,000 | 195,000 | |||||||||||
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 included in "Other long-term assets" on the condensed consolidated balance sheets. |
3 | The carrying amount of the Term Loan is included in "Long-term debt – less current portion," and is net of $0.3 million and $0.4 million in deferred loan costs as of June 30, 2019 and December 31, 2018, respectively. |
4 | The carrying amount of the 2018 RSA is included in "Accounts receivable securitization," and is net of $0.3 million and $0.4 million in deferred loan costs as of June 30, 2019 and December 31, 2018, respectively. |
Recurring Fair Value Measurements — As of June 30, 2019 and December 31, 2018, there were no major categories of assets or 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 June 30, 2019 and December 31, 2018:
Fair Value Measurements at Reporting Date Using: | |||||||||||||||||||
Estimated Fair Value | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Losses | |||||||||||||||
(In thousands) | |||||||||||||||||||
As of June 30, 2019 | |||||||||||||||||||
Leasehold improvements ¹ | $ | — | $ | — | $ | — | $ | — | $ | (2,182 | ) | ||||||||
As of December 31, 2018 | |||||||||||||||||||
Software ² | $ | — | $ | — | $ | — | $ | — | $ | (550 | ) | ||||||||
Equipment ³ | 2,800 | — | 2,800 | — | (2,248 | ) | |||||||||||||
1 | 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. |
2 | During the fourth quarter of 2018, the Company incurred impairment charges related to replaced software systems. |
3 | During the fourth quarter of 2018, the Company identified a potential impairment when performing a cost analysis related to the operation of the Company's airplane. Once a potential impairment was identified, the Company performed a valuation using a market approach primarily based upon recent sales history of similar aircraft and industry publications (Level 2 inputs). The Company determined that the asset was impaired and incurred related charges of $2.2 million, which were allocated between the Trucking and Logistics segments based on each segment’s use of the asset. |
Nonrecurring Fair Value Measurements (Liabilities) — As of June 30, 2019 and December 31, 2018, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.
34
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
This Quarterly Report contains certain statements that may be considered "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation:
• | any projections of or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items, |
• | any statement of plans, strategies, and objectives of management for future operations, |
• | any statements concerning proposed acquisition plans, new services, or developments, |
• | any statements regarding future economic conditions or performance, and |
• | any statements of belief and any statements of assumptions underlying any of the foregoing. |
In this Quarterly Report, forward-looking statements include, but are not limited to statements we make concerning:
• | the ability of our infrastructure to support future growth, whether we grow organically or through potential acquisitions, |
• | the future impact of the 2017 Merger and the Abilene Acquisition, including achievement of anticipated synergies, |
• | the flexibility of our model to adapt to market conditions, |
• | our ability to recruit and retain qualified driving associates, |
• | future safety performance, |
• | future performance of our segments or businesses, |
• | our ability to gain market share, |
• | the ability, desire, and effects of expanding our logistics, brokerage and intermodal operations, |
• | future equipment prices, our equipment purchasing or leasing plans, and our equipment turnover (including expected tractor trade-ins), |
• | our ability to sublease equipment to independent contractors, |
• | the impact of pending legal proceedings, |
• | the expected freight environment, including freight demand and volumes, |
• | economic conditions and growth, including future inflation, consumer spending, supply chain conditions, and US Gross Domestic Product ("GDP") changes, |
• | future pricing terms from vendors and suppliers, |
• | expected liquidity and methods for achieving sufficient liquidity, |
• | future fuel prices and the expected impact of fuel efficiency initiatives, |
• | future expenses and our ability to control costs, |
• | future operating profitability, |
• | future third-party service provider relationships and availability, |
• | future contracted pay rates with independent contractors and compensation arrangements with driving associates, |
• | our expected need or desire to incur indebtedness, |
• | future capital expenditures and expected sources of liquidity, capital allocation, capital structure, capital requirements, and growth strategies and opportunities, |
• | expected capital expenditures, |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
• | future mix of owned versus leased revenue equipment, |
• | future asset utilization, |
• | future return on capital, |
• | future share repurchases and dividends, |
• | future tax rates, |
• | future trucking industry capacity and balance between industry demand and capacity, |
• | future rates, |
• | future depreciation and amortization, |
• | expected tractor and trailer fleet age, |
• | future investment in and deployment of new or updated technology, |
• | political conditions and regulations, including trade regulation, quotas, duties, or tariffs, and any future changes to the foregoing, |
• | future purchased transportation expense, and |
• | others. |
Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "will," "would," "should," "expects," "estimates," "designed," "likely," "foresee," "goals," "seek," "target," "forecast," "projects," "anticipates," "plans," "intends," "hopes," "strategy," "objective," "continue," and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to materially differ from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" in our 2018 Annual Report, and various disclosures in our press releases, stockholder reports, and other filings with the SEC.
All such forward-looking statements speak only as of the date of this Quarterly Report. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any change in the events, conditions, or circumstances on which any such statement is based.
Reference to Glossary of Terms |
Certain acronyms and terms used throughout this Quarterly Report are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Reference to Annual Report |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements (unaudited) and footnotes included in this Quarterly Report, as well as the consolidated financial statements and footnotes included in our 2018 Annual Report.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Executive Summary |
Company Overview
Knight-Swift Transportation Holdings Inc. is North America's largest truckload carrier and a provider of transportation solutions, headquartered in Phoenix, Arizona. The Company provides multiple truckload transportation, intermodal, and logistics services using a nationwide network of business units and terminals in the US and Mexico to serve customers throughout North America. In addition to its truckload services, Knight-Swift also contracts with third-party capacity providers to provide a broad range of shipping solutions to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors. Our three reportable segments are Trucking, Logistics, and Intermodal. Additionally, we have various non-reportable segments. Refer to Note 1 and Note 16 in Part I, Item 1 of this Quarterly Report for descriptions of our segments.
Our objective is to operate our business with industry-leading margins and growth while providing safe, high-quality, cost-effective solutions for our customers.
Revenue
• | Our trucking services include irregular route and dedicated dry van, refrigerated, expedited, flatbed, and cross-border transportation of various products, goods, and materials for our diverse customer base. We primarily generate revenue by transporting freight for our customers through our Trucking segment. |
• | Our brokerage and intermodal operations provide a multitude of shipping solutions, including additional sources of truckload capacity and alternative transportation modes, by utilizing our vast network of third-party capacity providers and rail providers, as well as certain logistics and freight management services. Revenue in our brokerage and intermodal operations is generated through our Logistics and Intermodal segments. |
• | Our non-reportable segments include support services provided to our customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger). |
• | In addition to the revenues earned from our customers for the trucking and non-trucking services discussed above, we also earn fuel surcharge revenue from our customers through our fuel surcharge program, which serves to recover a majority of our fuel costs. This applies only to loaded miles and typically does not offset non-paid empty miles, idle time, and out-of-route miles driven. Fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue for our Trucking segment. |
Expenses — Our most significant expenses vary with miles traveled and include fuel, driving associate-related expenses (such as wages and benefits), and services purchased from independent contractors and other transportation providers (such as railroads, drayage providers, and other trucking companies). Maintenance and tire expenses, as well as the cost of insurance and claims generally vary with the miles we travel, but also have a controllable component based on safety improvements, fleet age, efficiency, and other factors. Our primary fixed costs are depreciation and lease expense for revenue equipment and terminals, amortization of intangible assets, interest expense, and non-driver employee compensation.
Operating Statistics — We measure our consolidated and segment results through certain operating statistics, which are discussed under "Results of Operations — Segments — Operating Statistics," below. Our results are affected by various economic, industry, operational, regulatory, and other factors, which are discussed in detail in "Part I, Item 1A. Risk Factors," in our 2018 Annual Report as well as in various disclosures in our press releases, stockholder reports, and other filings with the SEC.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Key Financial Highlights and Operating Metrics
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
GAAP financial data: | (Dollars in thousands, except per share data) | ||||||||||||||
Total revenue | $ | 1,242,083 | $ | 1,331,683 | $ | 2,446,618 | $ | 2,602,815 | |||||||
Revenue, excluding trucking fuel surcharge ¹ | $ | 1,122,754 | $ | 1,191,022 | $ | 2,219,710 | $ | 2,333,063 | |||||||
Net income attributable to Knight-Swift | $ | 79,205 | $ | 91,323 | $ | 167,143 | $ | 161,687 | |||||||
Diluted EPS | $ | 0.46 | $ | 0.51 | $ | 0.97 | $ | 0.90 | |||||||
Operating Ratio | 91.3 | % | 90.7 | % | 90.8 | % | 91.6 | % | |||||||
Non-GAAP financial data: | |||||||||||||||
Adjusted Net Income Attributable to Knight-Swift ² | $ | 100,627 | $ | 99,632 | $ | 196,808 | $ | 178,337 | |||||||
Adjusted EPS ² | $ | 0.58 | $ | 0.56 | $ | 1.14 | $ | 0.99 | |||||||
Adjusted Operating Ratio ² (2018 – recast) | 87.8 | % | 88.7 | % | 88.1 | % | 89.7 | % | |||||||
Revenue equipment: | |||||||||||||||
Average tractors ³ | 18,985 | 19,249 | 18,959 | 19,447 | |||||||||||
Average trailers 4 (2018 – recast) | 58,263 | 62,822 | 56,902 | 63,911 | |||||||||||
Average containers | 9,863 | 9,119 | 9,864 | 9,120 |
1 | 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. |
2 | Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are non-GAAP financial measures and should not be considered alternatives, or superior to, the most directly comparable GAAP financial measures. However, management believes that presentation of these non-GAAP financial measures provides useful information to investors regarding the Company's results of operations. Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Measures," below. |
3 | Reflects operational tractors within the Trucking segment, including company tractors and tractors owned by independent contractors. Our tractor fleet had a weighted average age of 2.1 years and 2.5 years as of June 30, 2019 and 2018, respectively. |
4 | Our trailer fleet had a weighted average age of 7.3 years as of June 30, 2019 and 2018. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Market Trends and Company Performance
Trends and Outlook — As a result of strong market fundamentals in 2018, capacity increased in the market as tractor orders were at record levels and trucking employment began to grow. This resulted in an oversupply of capacity in the market, which has led to lower spot market rates and downward pressure on contract rates. The supply expansion in 2018 began to show signs of rationalization in the first half of 2019 as truck orders declined significantly, trucking employment numbers began to slow, and the used equipment market softened. Increased competition for volume in the second quarter freight environment resulted in more pricing pressure than expected. We expect these trends to continue into the second half of the year.
Driver sourcing continues to be a headwind for the trucking industry, as among other market factors, the national unemployment rate remained low, ending the second quarter of 2019 at 3.7%. Additionally, increased competition for driving academy graduates and experienced hires, as well as increased safety regulations, continued to hamper driver sourcing efforts throughout the industry.
The US economy grew at a moderate pace during the first half of 2019, as indicated by an expected annualized growth rate of 3.1% in the first quarter of 2019 and 2.1% in the second quarter of 2019. Third-party forecasts note that the US gross domestic product will continue to grow throughout the remainder of the year, but at a slower pace than in 2018. The second quarter 2019 US employment cost index rose 2.7% and 0.6% on a year-over-year and sequential basis, respectively. The tight US labor market is expected to continue to remain inflationary, likely prompting employers to raise employee pay rates and improve benefits throughout the remainder of 2019.
Our consolidated operations continued to show progress and resilience, as we navigated through the softer freight environment in the first and second quarters of 2019. Focusing on the fundamentals of our business enabled us to improve our operating income by 3.2% to $224.9 million, despite a 6.0% decrease in total revenue from the first half of 2018 to the first half of 2019. Our Trucking segment, which includes our irregular route, dedicated, refrigerated, expedited, flatbed, and cross border operations, improved its Adjusted Operating Ratio to 86.2% in the first half of 2019 from 87.7% in the first half of 2018. We sequentially increased our average tractor count within the Trucking segment by 106 tractors in the first quarter of 2019 and 51 tractors in the second quarter of 2019, resulting in an average tractor count of 18,959 for the first half of 2019. Our Logistics segment produced a 92.7% Adjusted Operating Ratio in the first half of 2019, which is a 260 basis point improvement from the same period last year. We continued to focus on improving our cost structure and improving our load volumes in our Intermodal segment, which produced an Adjusted Operating Ratio of 97.2% in the first half of 2019, as compared to 96.3% in the first half of 2018.
Overall, we remain committed to improving long-term profitability as we continue to leverage opportunities across the Knight-Swift brands, efficiently deploy our assets, and further our enterprise-wide efforts to improve our drivers' experience and safety, while maintaining a relentless focus on cost control. In this environment, we will continue to monitor the markets in order to evaluate acquisition candidates, share repurchase opportunities, and other opportunities that create value for our stockholders and further advance our long-term strategies.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Note: The reported results do not include the results of operations of Abilene on and prior to its acquisition by the Company on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.
Comparison Between the Quarters Ended June 30, 2019 and 2018 — The $12.1 million decrease in net income attributable to Knight-Swift to $79.2 million during the quarter ended June 30, 2019 from $91.3 million during the same period last year includes the following:
• | Contributor — $15.5 million in costs (within the non-reportable segments) associated with an adverse jury verdict issued in July 2019 related to an ongoing lawsuit. These costs were recorded in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income. |
• | Contributor — $2.2 million second quarter 2019 impairment of leasehold improvements (within the Trucking segment) from the early termination of a lease related to one of our operating properties. |
• | Offset — $2.1 million increase in "Other income, net" is primarily attributed to investment income from our TRP investments and an increase in rental income from our operating properties. |
• | Offset — $1.1 million decrease in income tax expense primarily due to a decrease in pretax earnings and a partial release of our reserve for uncertain tax positions, partially offset by a decrease in stock compensation deductions recognized as a discrete item in the second quarter of 2019, as compared to the second quarter of 2018. During the second quarter of 2018, we also recognized a discrete item related to a favorable audit settlement of nondeductible penalties. All of these factors resulted in an effective tax rate of 24.7% and 22.9% for second quarter of 2019 and 2018, respectively. |
Comparison Between Year-to-Date June 30, 2019 and 2018 — The $5.4 million increase in net income attributable to Knight-Swift to $167.1 million during year-to-date June 30, 2019 from $161.7 million during the same period last year includes the following:
• | Contributor — $14.0 million increase in operating income, within the Trucking segment's results, which are discussed within "Results of Operations — Segments," below. This increase was driven by our ability to deploy assets effectively in a less robust market, and is a result of our commitment to improving the long-term profitability as we continue leveraging opportunities across the Knight-Swift brands. |
• | Contributor — $6.1 million increase in "Other income, net" is primarily attributed to investment income from our TRP investments and an increase in rental income from our operating properties. |
• | Offset — $15.5 million in the second quarter of 2019 for costs associated with an ongoing lawsuit (discussed above). |
• | Offset — $7.8 million increase in income tax expense primarily due to an increase in pretax earnings as well as a decrease in stock compensation deductions recognized as a discrete item during year-to-date June 30, 2019, partially offset by a partial release of our reserve for uncertain tax positions. During the first half of 2018, we also recognized a discrete item related to a favorable audit settlement of nondeductible penalties. All of these factors resulted in an effective tax rate of 24.4% and 22.1% for the first half of 2019 and 2018, respectively. |
See additional discussion of our operating results within "Results of Operations — Consolidated Operating and Other Expenses" below.
Liquidity and Capital — During the year-to-date June 30, 2019 period, we generated $362.8 million in cash flows from operations, used $219.9 million for capital expenditures (net of equipment sales proceeds), reduced our operating lease liabilities by $59.7 million, repurchased $86.9 million worth of our common stock, and returned $21.0 million to our stockholders in the form of quarterly dividends. We ended the quarter with $55.1 million in unrestricted cash and cash equivalents, a $270.0 million balance on the Revolver, $365.0 million in face value of long-term debt, and $5.5 billion of stockholders' equity. See discussion under "Liquidity and Capital Resources" and "Off-Balance Sheet Arrangements" for additional information.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Results of Operations — Segments |
During the first quarter of 2019, the Company reorganized its reportable segments. Accordingly, the Company now has three reportable segments: Trucking, Logistics, and Intermodal, as well as certain non-reportable segments. Refer to Notes 1 and 16 to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report for descriptions of the operations of these reportable segments.
Consolidating Tables for Total Revenue and Operating Income
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
Revenue: | (In thousands) | ||||||||||||||
Trucking | $ | 1,020,027 | $ | 1,081,832 | $ | 1,993,272 | $ | 2,119,196 | |||||||
Logistics | 82,929 | 99,188 | 171,881 | 188,377 | |||||||||||
Intermodal | 118,195 | 120,047 | 234,562 | 230,314 | |||||||||||
Subtotal | $ | 1,221,151 | $ | 1,301,067 | $ | 2,399,715 | $ | 2,537,887 | |||||||
Non-reportable segments | 29,597 | 48,783 | 67,361 | 98,474 | |||||||||||
Intersegment eliminations | (8,665 | ) | (18,167 | ) | (20,458 | ) | (33,546 | ) | |||||||
Total revenue | $ | 1,242,083 | $ | 1,331,683 | $ | 2,446,618 | $ | 2,602,815 | |||||||
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
Operating income (loss): | (In thousands) | ||||||||||||||
Trucking | $ | 125,772 | $ | 126,657 | $ | 240,947 | $ | 226,908 | |||||||
Logistics | 5,021 | 4,615 | 12,304 | 8,574 | |||||||||||
Intermodal | 4,192 | 4,480 | 6,553 | 8,428 | |||||||||||
Subtotal | $ | 134,985 | $ | 135,752 | $ | 259,804 | $ | 243,910 | |||||||
Non-reportable segments | (26,392 | ) | (11,510 | ) | (34,912 | ) | (25,924 | ) | |||||||
Operating income | $ | 108,593 | $ | 124,242 | $ | 224,892 | $ | 217,986 | |||||||
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Operating Statistics
Our chief operating decision makers monitor the GAAP results of our reportable segments, as supplemented by certain non-GAAP information. Refer to "Non-GAAP Financial Measures" below for more details. Additionally, we use a number of primary indicators to monitor our revenue and expense performance and efficiency.
Operating Statistic | Relevant Segment(s) | Description | ||
Average Revenue per Tractor | Trucking | Measures productivity and represents revenue (excluding fuel surcharge and intersegment transactions) divided by average tractor count | ||
Total Miles per Tractor | Trucking | Total miles (including loaded and empty miles) a tractor travels on average | ||
Average Length of Haul | Trucking | Average of miles traveled with loaded trailer cargo, based on order counts | ||
Non-paid Empty Miles Percentage | Trucking | Percentage of miles without trailer cargo | ||
Average Tractors | Trucking, Intermodal | Average tractors in operation during the period | ||
Average Trailers | Trucking | Average trailers in operation during the period | ||
Average Revenue per Load | Logistics, Intermodal | Total revenue (excluding intersegment transactions) divided by load count | ||
Gross Margin Percentage | Logistics (Brokerage only) | Brokerage gross margin (revenue, excluding intersegment transactions, less purchased transportation expense, excluding intersegment transactions) as a percentage of brokerage revenue, excluding intersegment transactions | ||
Average Containers | Intermodal | Average containers in operation during the period | ||
GAAP Operating Ratio | Trucking, Logistics, Intermodal | Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Calculated as operating expenses as a percentage of total revenue, or the inverse of operating margin. | ||
Adjusted Operating Ratio | Trucking, Logistics, Intermodal | Measures operating efficiency and is widely used in our industry as an assessment of management's effectiveness in controlling all categories of operating expenses. Consolidated and segment Adjusted Operating Ratios are reconciled to their corresponding GAAP operating ratios under "Non-GAAP Financial Measures," below. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Segment Review
Trucking Segment
We generate revenue in the Trucking segment primarily through dry van, refrigerated, flatbed, expedited, and cross-border service offerings. Generally, we are paid a predetermined rate per mile or per load for our trucking services. Additional revenues are generated by charging for tractor and trailer detention, loading and unloading activities, dedicated services, and other specialized services, as well as through the collection of fuel surcharge revenue to mitigate the impact of increases in the cost of fuel. The main factors that affect the revenue generated by our Trucking segment are rate per mile from our customers, the percentage of miles for which we are compensated, and the number of loaded miles we generate with our equipment.
The most significant expenses in the Trucking segment are primarily variable and include fuel and fuel taxes, driving associate-related expenses (such as wages, benefits, training, and recruitment), and costs associated with independent contractors primarily included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Maintenance expense (which includes costs for replacement tires for our revenue equipment) and insurance and claims expenses have both fixed and variable components. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency, and other factors. The main fixed costs in the Trucking segment are depreciation and rent expenses from leasing and acquiring revenue equipment and terminals, as well as compensating our non-driver employees.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands, except per tractor data) | Increase (Decrease) | ||||||||||||||||||||
Total revenue | $ | 1,020,027 | $ | 1,081,832 | $ | 1,993,272 | $ | 2,119,196 | (5.7 | %) | (5.9 | %) | |||||||||
Revenue, excluding fuel surcharge and intersegment transactions | $ | 900,648 | $ | 941,117 | $ | 1,766,278 | $ | 1,849,371 | (4.3 | %) | (4.5 | %) | |||||||||
GAAP: Operating income | $ | 125,772 | $ | 126,657 | $ | 240,947 | $ | 226,908 | (0.7 | %) | 6.2 | % | |||||||||
Non-GAAP: Adjusted Operating Income ² | $ | 128,303 | $ | 127,000 | $ | 243,827 | $ | 227,416 | 1.0 | % | 7.2 | % | |||||||||
Average revenue per tractor ¹ | $ | 47,440 | $ | 48,892 | $ | 93,163 | $ | 95,098 | (3.0 | %) | (2.0 | %) | |||||||||
GAAP: Operating ratio ¹ | 87.7 | % | 88.3 | % | 87.9 | % | 89.3 | % | (60 | bps) | (140 | bps) | |||||||||
Non-GAAP: Adjusting Operating Ratio ¹ ² | 85.8 | % | 86.5 | % | 86.2 | % | 87.7 | % | (70 | bps) | (150 | bps) | |||||||||
Non-paid empty miles percentage ¹ | 12.9 | % | 12.5 | % | 12.9 | % | 12.4 | % | 40 | bps | 50 | bps | |||||||||
Average length of haul (miles) ¹ | 429 | 427 | 429 | 424 | 0.5 | % | 1.2 | % | |||||||||||||
Total miles per tractor ¹ | 23,656 | 25,267 | 46,181 | 49,948 | (6.4 | %) | (7.5 | %) | |||||||||||||
Average tractors ¹ ³ | 18,985 | 19,249 | 18,959 | 19,447 | (1.4 | %) | (2.5 | %) | |||||||||||||
Average trailers ¹ | 58,263 | 62,822 | 56,902 | 63,911 | (7.3 | %) | (11.0 | %) |
1 | Defined under "Operating Statistics," above. |
2 | Refer to "Non-GAAP Financial Measures" below. |
3 | Includes 16,491 and 15,623 average company-owned tractors for the second quarter of 2019 and 2018, respectively. |
Includes 16,352 and 15,675 average company-owned tractors for the year-to-date June 30, 2019 and 2018 periods, respectively.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Comparison Between the Quarters Ended June 30, 2019 and 2018 — The Trucking segment's total revenue and revenue, excluding fuel surcharge and intersegment transactions, decreased by $61.8 million and $40.5 million, respectively. Our average revenue per tractor decreased by 3.0% as a result of a 6.4% decrease in miles per tractor, partially offset by a 4.1% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions.
Operating ratio improved by 60 basis points despite a 5.7% decrease in total revenue. Adjusted Operating Ratio improved 70 basis points contributing to a 1.0% improvement in Adjusted Operating Income.
Our focus in our Trucking segment remains on developing our freight network, improving the productivity of our assets and controlling costs in areas where we have experienced higher than normal inflation, such as maintenance, driving associate pay, and professional fees.
Comparison Between Year-to-Date June 30, 2019 and 2018 — The Trucking segment's total revenue and revenue, excluding fuel surcharge and intersegment transactions, decreased by $125.9 million and $83.1 million, respectively. For the first half of 2019, our average revenue per tractor decreased by 2.0% as a result of a 7.5% decrease in miles per tractor, partially offset by a 6.6% increase in revenue per loaded mile, excluding fuel surcharge and intersegment transactions.
Operating ratio and Adjusted Operating Ratio improved by 140 and 150 basis points, respectively, resulting in a 6.2% improvement in operating income and a 7.2% improvement in Adjusted Operating Income.
Logistics Segment
The Logistics segment is less asset-intensive than the Trucking segment and is dependent upon capable non-driver employees, modern and effective information technology, and third-party capacity providers. Logistics revenue is primarily generated by its brokerage operations and freight management services provided to our customers. We generate additional revenue by offering specialized logistics solutions (including, but not limited to, origin management, surge volume, disaster relief, special projects, and other logistic needs). Logistics revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through third-party capacity providers, and our ability to secure third-party capacity providers to transport customer freight.
The most significant expense in the Logistics segment is the (primarily) variable cost of purchased transportation that we pay to third-party capacity providers, included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Variability in this expense depends on truckload capacity, availability of third-party capacity providers, rates charged to customers, current freight demand, and customer shipping needs. Fixed Logistics operating expenses primarily include non-driver employee compensation and benefits recorded in "Salaries, wages, and benefits" and depreciation and amortization expense recorded in "Depreciation and amortization of property and equipment" in the condensed consolidated statements of comprehensive income.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands, except per load data) | Increase (Decrease) | ||||||||||||||||||||
Total revenue | $ | 82,929 | $ | 99,188 | $ | 171,881 | $ | 188,377 | (16.4 | %) | (8.8 | %) | |||||||||
Revenue, excluding intersegment transactions | $ | 80,304 | $ | 96,401 | $ | 167,495 | $ | 182,452 | (16.7 | %) | (8.2 | %) | |||||||||
Operating income | $ | 5,021 | $ | 4,615 | $ | 12,304 | $ | 8,574 | 8.8 | % | 43.5 | % | |||||||||
Revenue per load – Brokerage only ¹ | $ | 1,475 | $ | 1,644 | $ | 1,452 | $ | 1,635 | (10.3 | %) | (11.2 | %) | |||||||||
Gross margin percentage – Brokerage only ¹ | 16.2 | % | 12.9 | % | 17.0 | % | 13.0 | % | 330 | bps | 400 | bps | |||||||||
GAAP: Operating ratio ¹ | 93.9 | % | 95.3 | % | 92.8 | % | 95.4 | % | (140 | bps) | (260 | bps) | |||||||||
Non-GAAP: Adjusted Operating Ratio ¹ ² | 93.7 | % | 95.2 | % | 92.7 | % | 95.3 | % | (150 | bps) | (260 | bps) |
1 | Defined under "Operating Statistics," above. |
2 | Refer to "Non-GAAP Financial Measures" below. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Comparison Between the Quarters Ended June 30, 2019 and 2018 — Operating ratio in the Logistics segment (which primarily consists of our Knight and Swift brokerage services) improved to 93.9% in the second quarter of 2019 from 95.3% in the second quarter of 2018. Adjusted Operating Ratio improved to 93.7% in the second quarter of 2019 from 95.2% in the second quarter of 2018. We remained diligent in improving our operating efficiency, resulting in an 8.8% increase in operating income, despite a 16.7% decrease in revenue, excluding intersegment transactions. The improvement in operating income was driven by a 330 basis point improvement in brokerage gross margin to 16.2% in the second quarter of 2019 from 12.9% in the second quarter of 2018. A competitive market during the second quarter of 2019 resulted in a 13.8% decrease in brokerage revenue, excluding intersegment transactions, as compared to the second quarter of 2018. This was primarily driven by a 10.3% decrease in brokerage revenue per load. Competition increased as the quarter progressed, putting more pressure on revenue and margins.
Comparison Between Year-to-Date June 30, 2019 and 2018 — Total revenues decreased by 8.8% and revenue excluding intersegment transactions decreased by 8.2%. Brokerage revenue, excluding intersegment transactions decreased by 4.4% from the first half of 2018 to the first half of 2019.
Operating income improved by 43.5%, which was driven by a 400 basis point improvement in brokerage gross margin to 17.0% in the first half of 2019 from 13.0% in the first half of 2018. This drove the 260 basis point improvement in both operating ratio and Adjusted Operating Ratio.
Intermodal Segment
The Intermodal segment complements our regional operating model, allows us to better serve customers in longer haul lanes, and reduces our investment in fixed assets. Through the Intermodal segment, we generate revenue by moving freight over the rail in our containers and other trailing equipment, combined with revenue for drayage to transport loads between railheads and customer locations. The most significant expense in the Intermodal segment is the cost of purchased transportation that we pay to third-party capacity providers (including rail providers), which is primarily variable and included in "Purchased transportation" in the condensed consolidated statements of comprehensive income. Purchased transportation varies as it relates to rail capacity, freight demand, and customer shipping needs. The main fixed costs in the Intermodal segment are depreciation of our containers and chassis, as well as non-driver employee compensation and benefits.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands, except per load data) | Increase (Decrease) | ||||||||||||||||||||
Total revenue | $ | 118,195 | $ | 120,047 | $ | 234,562 | $ | 230,314 | (1.5 | %) | 1.8 | % | |||||||||
Revenue, excluding intersegment transactions | $ | 117,727 | $ | 119,830 | $ | 233,404 | $ | 229,960 | (1.8 | %) | 1.5 | % | |||||||||
Operating income | $ | 4,192 | $ | 4,480 | $ | 6,553 | $ | 8,428 | (6.4 | %) | (22.2 | %) | |||||||||
Average revenue per load ¹ | $ | 2,438 | $ | 2,291 | $ | 2,447 | $ | 2,248 | 6.4 | % | 8.9 | % | |||||||||
GAAP: Operating ratio ¹ | 96.5 | % | 96.3 | % | 97.2 | % | 96.3 | % | 20 | bps | 90 | bps | |||||||||
Non-GAAP: Adjusting Operating Ratio ² | 96.4 | % | 96.3 | % | 97.2 | % | 96.3 | % | 10 | bps | 90 | bps | |||||||||
Load count | 48,290 | 52,315 | 95,399 | 102,312 | (7.7 | %) | (6.8 | %) | |||||||||||||
Average tractors ¹ ³ | 651 | 621 | 672 | 600 | 4.8 | % | 12.0 | % | |||||||||||||
Average containers ¹ | 9,863 | 9,119 | 9,864 | 9,120 | 8.2 | % | 8.2 | % |
1 | Defined under "Operating Statistics," above. |
2 | Refer to "Non-GAAP Financial Measures" below. |
3 | Includes 572 and 524 company-owned tractors for the second quarter 2019 and 2018, respectively. |
Includes 592 and 506 company-owned tractors for the year-to-date June 30, 2019 and 2018 periods, respectively.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Comparison Between the Quarters Ended June 30, 2019 and 2018 — During the second quarter of 2019, our Intermodal segment produced an operating ratio of 96.5%, compared to 96.3% during the second quarter of 2018. The Adjusted Operating Ratio was 96.4% in the second quarter of 2019, compared to 96.3% in the same quarter of last year. The competitive market pressured volumes and revenue, excluding intersegment transactions decreased, as a 6.4% increase in revenue per load helped to offset the 7.7% decrease in load counts. We continue to focus on improving our cost structure and improving our load volumes in our Intermodal segment.
Comparison Between Year-to-Date June 30, 2019 and 2018 — Total revenue increased by 1.8% and revenue, excluding intersegment transactions increased by 1.5%. This was driven by an increase in average revenue per load of 8.9%, while load counts decreased by 6.8%. In the first quarter of 2019, our results were negatively affected by inclement weather impacting rail lanes and slower rail transit times. Additionally, we added container capacity to facilitate our growth plan within this segment, which increased our driver costs and our fixed costs. These factors contributed to a 90 basis point increase in both operating ratio and Adjusted Operating Ratio in the first half of 2019, as compared to the same period last year.
Non-reportable Segments
The non-reportable segments include support services provided to our customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and $10.3 million in quarterly amortization of intangibles related to the 2017 Merger).
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Total revenue | $ | 29,597 | $ | 48,783 | $ | 67,361 | $ | 98,474 | (39.3 | %) | (31.6 | %) | |||||||||
Operating loss | $ | (26,392 | ) | $ | (11,510 | ) | $ | (34,912 | ) | $ | (25,924 | ) | 129.3 | % | 34.7 | % |
Comparison Between the Quarters Ended June 30, 2019 and 2018 — The decrease in total revenue within our non-reportable segments is primarily attributed to a decrease in leasing and insurance activities with independent contractors. This was accompanied by a corresponding decrease in the operating expenses associated with these activities. We also incurred $15.5 million in costs associated with an adverse jury verdict issued in July 2019 related to an ongoing lawsuit. The Company is reviewing all options including post-trial motions seeking to overturn the jury verdict and if necessary, an appeal.
Comparison Between Year-to-Date June 30, 2019 and 2018 — The change in operating loss in our non-reportable segments was primarily driven by the legal costs mentioned above, partially offset by improved profitability related to our leasing activities with independent contractors.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Results of Operations — Consolidated Operating and Other Expenses |
Consolidated Operating Expenses
The following tables present certain operating expenses from our condensed consolidated statements of comprehensive income, including each operating expense as a percentage of total revenue and as a percentage of revenue, excluding trucking fuel surcharge. Trucking fuel surcharge revenue can be volatile and is primarily dependent upon the cost of fuel, rather than operating expenses unrelated to fuel. Therefore, we believe that revenue, excluding trucking fuel surcharge is a better measure for analyzing many of our expenses and operating metrics.
Note: The reported results do not include the results of operations of Abilene on and prior to its acquisition by the Company on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Salaries, wages, and benefits | $ | 380,354 | $ | 371,405 | $ | 744,209 | $ | 733,078 | 2.4 | % | 1.5 | % | |||||||||
% of total revenue | 30.6 | % | 27.9 | % | 30.4 | % | 28.2 | % | 270 | bps | 220 | bps | |||||||||
% of revenue, excluding trucking fuel surcharge | 33.9 | % | 31.2 | % | 33.5 | % | 31.4 | % | 270 | bps | 210 | bps |
Salaries, wages, and benefits expense is primarily affected by the total number of miles driven by company driving associates, the rate per mile we pay our company driving associates, and employee benefits, including healthcare, workers' compensation, and other benefits. To a lesser extent, non-driver employee headcount, compensation, and benefits affect this expense. Driving associate wages represent the largest component of salaries, wages, and benefits expense.
Several ongoing market factors have reduced the pool of available driving associates, contributing to a challenging driver sourcing market, which we believe will continue. Having a sufficient number of qualified driving associates is our biggest headwind, although we continue to seek ways to attract and retain qualified driving associates, including heavily investing in our recruiting efforts, our driving academies, and technology and terminals that improve the experience of driving associates. As a result of the tight market for qualified driving associates, we granted pay increases to our driving associates over the last twelve months, as supported by increases in customer rates. We expect driving associate pay to remain inflationary, which could result in additional driving associate pay increases in the future.
• | Comparison Between the Quarters Ended June 30, 2019 and 2018 — Consolidated salaries, wages, and benefits increased by $8.9 million. Our company driving associates currently comprise a larger portion of our total driver population, as compared to prior periods. Additionally, increases in company driving associate pay rates over the last twelve months were partially offset by decreases attributed to fewer miles driven by company driving associates and lower workers' compensation expense due to improved frequency and severity of our claims experience. |
• | Comparison Between Year-to-Date June 30, 2019 and 2018 — The $11.1 million increase in consolidated salaries, wages, and benefits includes a $6.6 million increase in expense from Abilene's results for the full year-to-date June 30, 2019, compared to the portion of the year-to-date June 30, 2018 following the Abilene Acquisition on March 16, 2018. Refer to the quarter-to-date discussion above for additional factors contributing to the increase in expense. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Fuel | $ | 151,309 | $ | 162,969 | $ | 289,748 | $ | 307,785 | (7.2 | %) | (5.9 | %) | |||||||||
% of total revenue | 12.2 | % | 12.2 | % | 11.8 | % | 11.8 | % | — | — | |||||||||||
% of revenue, excluding trucking fuel surcharge | 13.5 | % | 13.7 | % | 13.1 | % | 13.2 | % | (20 | bps) | (10 | bps) |
Fuel expense consists primarily of diesel fuel expense for our company-owned tractors and fuel taxes. The primary factors affecting our fuel expense are the cost of diesel fuel, the fuel economy of our equipment, and the miles driven by company driving associates.
Our fuel surcharge programs help to offset increases in fuel prices, but apply only to loaded miles and typically do not offset non-paid empty miles, idle time, or out-of-route miles driven. Typical fuel surcharge programs involve a computation based on the change in national or regional fuel prices. These programs may update as often as weekly, but typically require a specified minimum change in fuel cost to prompt a change in fuel surcharge revenue for our Trucking segment. Therefore, many of these programs have a time lag between when fuel costs change and when the change is reflected in fuel surcharge revenue. Due to this time lag, our fuel expense, net of fuel surcharge, negatively impacts our operating income during periods of sharply rising fuel costs and positively impacts our operating income during periods of falling fuel costs. We continue to utilize our fuel efficiency initiatives such as trailer blades, idle-control, management of tractor speeds, fleet updates for more fuel-efficient engines, management of fuel procurement, and driving associate training programs that we believe contribute to controlling our fuel expense.
• | Comparison Between the Quarters Ended June 30, 2019 and 2018 — The $11.7 million decrease in consolidated fuel expense is primarily due to a reduction in the total miles driven by company driving associates, as well as a decrease in average fuel prices to $3.12 per gallon for the second quarter of 2019 from $3.19 per gallon for the second quarter of 2018. |
• | Comparison Between Year-to-Date June 30, 2019 and 2018 — The $18.0 million decrease in consolidated fuel expense is primarily due to a reduction in the total miles driven by company driving associates, as well as a decrease in average fuel prices to $3.07 per gallon for year-to-date June 30, 2019 from $3.10 per gallon for year-to-date June 30, 2018. |
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Operations and maintenance | $ | 82,443 | $ | 88,278 | $ | 162,203 | $ | 173,298 | (6.6 | %) | (6.4 | %) | |||||||||
% of total revenue | 6.6 | % | 6.6 | % | 6.6 | % | 6.7 | % | — | (10 | bps) | ||||||||||
% of revenue, excluding trucking fuel surcharge | 7.3 | % | 7.4 | % | 7.3 | % | 7.4 | % | (10 | bps) | (10 | bps) |
Operations and maintenance expense consists of direct operating expenses, equipment maintenance, and tire expense. Operations and maintenance expenses are affected by the age of our company-owned fleet of tractors and trailers. We expect the driver market to remain competitive throughout 2019, which could increase future driving associate development and recruiting costs and negatively affect our operations and maintenance expense. We expect to continue refreshing our tractor fleet in the coming quarters, and anticipate that maintenance costs will gradually decrease as we reduce the average age of our fleet.
The second quarter decrease of $5.8 million and year-to-date decrease of $11.1 million in consolidated operations and maintenance expense are both attributed to fewer miles driven by company drivers and refreshing our fleet with newer equipment. As a percentage of revenue, excluding trucking fuel surcharge, the expense remained relatively flat.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Insurance and claims | $ | 48,796 | $ | 53,126 | $ | 98,932 | $ | 112,274 | (8.2 | %) | (11.9 | %) | |||||||||
% of total revenue | 3.9 | % | 4.0 | % | 4.0 | % | 4.3 | % | (10 | bps) | (30 | bps) | |||||||||
% of revenue, excluding trucking fuel surcharge | 4.3 | % | 4.5 | % | 4.5 | % | 4.8 | % | (20 | bps) | (30 | bps) |
Insurance and claims expense consists of premiums for liability, physical damage, and cargo, and will vary based upon the frequency and severity of claims, as well as our level of self-insurance, and premium expense. In recent years, insurance carriers have raised premiums for many businesses, including transportation companies, and as a result, our insurance and claims expense could increase in the future, or we could raise our self-insured retention when our policies are renewed or replaced. Insurance and claims expense also varies based on the number of miles driven by company driving associates and independent contractors, the frequency and severity of accidents, trends in development factors used in actuarial accruals, and developments in large, prior-year claims. In future periods, our higher self-retention limits may cause our consolidated insurance and claims expense to fluctuate more.
Consolidated insurance and claims expense decreased by $4.3 million for the second quarter and by $13.3 million for year-to-date June 30, 2019, as compared to the same periods last year. This was primarily due to overall improvements in the frequency and severity of our claims experience, as a result of fewer miles traveled and our increased focus on improving our safety standards for our driving associates and independent contractors.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Operating taxes and licenses | $ | 21,560 | $ | 22,671 | $ | 43,363 | $ | 45,821 | (4.9 | %) | (5.4 | %) | |||||||||
% of total revenue | 1.7 | % | 1.7 | % | 1.8 | % | 1.8 | % | — | — | |||||||||||
% of revenue, excluding trucking fuel surcharge | 1.9 | % | 1.9 | % | 2.0 | % | 2.0 | % | — | — |
Operating taxes and licenses include state franchise taxes, federal highway use taxes, property taxes, vehicle license and registration fees, fuel and mileage taxes, among others. The expense is impacted by changes in the tax rates and registration fees associated with our tractor fleet and regional operating facilities.
Consolidated operating taxes and licenses decreased by $1.1 million for the second quarter and $2.5 million for year-to-date June 30, 2019, as compared to the same periods last year, but remained flat as a percentage of revenue, excluding trucking fuel surcharge.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Communications | $ | 4,960 | $ | 5,450 | $ | 10,043 | $ | 10,742 | (9.0 | %) | (6.5 | %) | |||||||||
% of total revenue | 0.4 | % | 0.4 | % | 0.4 | % | 0.4 | % | — | — | |||||||||||
% of revenue, excluding trucking fuel surcharge | 0.4 | % | 0.5 | % | 0.5 | % | 0.5 | % | (10 | bps) | — |
Communications expense is comprised of costs associated with our tractor and trailer tracking systems, information technology systems, and phone systems.
Consolidated communications expense remained relatively flat as a percentage of revenue, excluding trucking fuel surcharge for both the second quarter and year-to-date June 30, 2019, as compared to the same periods last year.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Depreciation and amortization of property and equipment | $ | 102,938 | $ | 95,748 | $ | 203,875 | $ | 189,611 | 7.5 | % | 7.5 | % | |||||||||
% of total revenue | 8.3 | % | 7.2 | % | 8.3 | % | 7.3 | % | 110 | bps | 100 | bps | |||||||||
% of revenue, excluding trucking fuel surcharge | 9.2 | % | 8.0 | % | 9.2 | % | 8.1 | % | 120 | bps | 110 | bps |
Depreciation relates primarily to our owned tractors, trailers, buildings, electronic logging devices, and other communication units, and other similar assets. Changes to this fixed cost are generally attributed to increases or decreases to company-owned equipment, the relative percentage of owned versus leased equipment, and fluctuations in new equipment purchase prices, which have historically been precipitated in part by new or proposed federal and state regulations. Depreciation can also be affected by the cost of used equipment that we sell or trade and the replacement of older used equipment. Management periodically reviews the condition, average age, and reasonableness of estimated useful lives and salvage values of our equipment and considers such factors in light of our experience with similar assets, used equipment market conditions, and prevailing industry practice.
• | Comparison Between the Quarters Ended June 30, 2019 and 2018 — Consolidated depreciation and amortization of property and equipment increased by $7.2 million. The 120 basis point increase in the expense as a percentage of revenue, excluding trucking fuel surcharge, is due to increasing the ratio of owned versus leased equipment. |
• | Comparison Between Year-to-Date June 30, 2019 and 2018 — The $14.3 million increase in consolidated depreciation and amortization of property and equipment includes a $2.1 million increase in expense from Abilene's results for the first half of full 2019, compared to the portion of year-to-date June 30, 2018 following the Abilene Acquisition on March 16, 2018. The 110 basis point increase in the expense as a percentage of revenue, excluding trucking fuel surcharge is due to an increase in owned versus leased equipment. |
We expect consolidated depreciation and amortization of property and equipment to increase both in total and as a percentage of consolidated revenue, excluding trucking fuel surcharge, as we plan to purchase, rather than lease, new equipment in the remainder of 2019.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Amortization of intangibles | $ | 10,692 | $ | 10,687 | $ | 21,385 | $ | 21,196 | — | 0.9 | % | ||||||||||
% of total revenue | 0.9 | % | 0.8 | % | 0.9 | % | 0.8 | % | 10 | bps | 10 | bps | |||||||||
% of revenue, excluding trucking fuel surcharge | 1.0 | % | 0.9 | % | 1.0 | % | 0.9 | % | 10 | bps | 10 | bps |
Amortization of intangibles relates to intangible assets identified with the 2017 Merger, the Abilene Acquisition, and historical Knight acquisitions. See Note 7 in Part I, Item 1, of this Quarterly Report for further details regarding the Company's intangible assets. The $0.2 million increase in amortization of intangibles for year-to-date June 30, 2019, as compared to the same period last year is associated with the Abilene Acquisition which occurred on March 16, 2018.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Rental expense | $ | 32,875 | $ | 47,703 | $ | 68,420 | $ | 100,578 | (31.1 | %) | (32.0 | %) | |||||||||
% of total revenue | 2.6 | % | 3.6 | % | 2.8 | % | 3.9 | % | (100 | bps) | (110 | bps) | |||||||||
% of revenue, excluding trucking fuel surcharge | 2.9 | % | 4.0 | % | 3.1 | % | 4.3 | % | (110 | bps) | (120 | bps) |
Rental expense consists primarily of payments for tractors and trailers financed with operating leases. The primary factors affecting the expense are the size of our revenue equipment fleet and the relative percentage of owned versus leased equipment.
Consolidated rental expense decreased by $14.8 million for the second quarter and $32.2 million for year-to-date June 30, 2019, as compared to the same periods last year. This was primarily due to increasing our ratio of owned versus leased equipment.
We expect consolidated rental expense to continue to decrease both in total and as a percentage of consolidated revenue, excluding trucking fuel surcharge, as we plan to purchase, rather than lease, new equipment in the remainder of 2019.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Purchased transportation | $ | 261,273 | $ | 335,712 | $ | 530,622 | $ | 659,995 | (22.2 | %) | (19.6 | %) | |||||||||
% of total revenue | 21.0 | % | 25.2 | % | 21.7 | % | 25.4 | % | (420 | bps) | (370 | bps) | |||||||||
% of revenue, excluding trucking fuel surcharge | 23.3 | % | 28.2 | % | 23.9 | % | 28.3 | % | (490 | bps) | (440 | bps) |
Purchased transportation expense is comprised of payments to independent contractors in our trucking operations, as well as payments to third-party capacity providers related to logistics, freight management, and non-trucking services in our logistics and intermodal businesses. Purchased transportation is generally affected by capacity in the market as well as changes in fuel prices. As capacity tightens, our payments to third-party capacity providers and to independent contractors tend to increase. Additionally, as fuel prices increase, payments to third-party capacity providers and independent contractors increase.
We expect purchased transportation will increase as a percentage of revenue if we are successful in continuing to grow our logistics and intermodal businesses. The increase could be partially offset if independent contractors exit the market due to regulatory changes.
Consolidated purchased transportation expense decreased by $74.4 million for the second quarter and $129.4 million for year-to-date June 30, 2019, as compared to the same period last year. This was primarily due to a decrease in miles driven by independent contractors, and lower purchased transportation expense from third-party carrier activities in our Logistics segment.
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||
Impairments | $ | 2,182 | $ | — | $ | 2,182 | $ | — | 100.0 | 100.0 |
The $2.2 million quarter and year-to-date increase was related to impairment of leasehold improvements (within the Trucking segment) from the early termination of a lease of one of our operating properties.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||
Miscellaneous operating expenses | $ | 34,108 | $ | 13,692 | $ | 46,744 | $ | 30,451 | 149.1 | 53.5 |
Miscellaneous operating expenses primarily consist of legal and professional services fees, general and administrative expenses, other costs, as well as net gain on sales of equipment.
• | Comparison Between the Quarters Ended June 30, 2019 and 2018 — The $20.4 million increase in net consolidated miscellaneous operating expenses is primarily related to $15.5 million associated with an adverse jury verdict issued in July 2019 related to an ongoing lawsuit and a $1.6 million decrease in gain on sales of equipment. |
• | Comparison Between Year-to-Date June 30, 2019 and 2018 — The $16.3 million increase in net consolidated miscellaneous operating expenses is primarily related to the $15.5 million in anticipated legal costs discussed above, partially offset by a $2.6 million increase in gain on sales of equipment. |
Consolidated Other Expenses, net
Quarter-to-Date June 30, | Year-to-Date June 30, | QTD 2019 vs. | YTD 2019 vs. | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | QTD 2018 | YTD 2018 | ||||||||||||||||
(Dollars in thousands) | Increase (Decrease) | ||||||||||||||||||||
Interest expense | $ | 7,156 | $ | 7,132 | $ | 14,504 | $ | 13,896 | 0.3 | % | 4.4 | % | |||||||||
Other income, net | (3,101 | ) | (1,005 | ) | (9,240 | ) | (3,160 | ) | 208.6 | % | 192.4 | % | |||||||||
Income tax expense | 26,076 | 27,217 | 53,999 | 46,192 | (4.2 | %) | 16.9 | % |
Interest expense — Interest expense is comprised of debt and finance lease interest expense as well as amortization of deferred loan costs. Interest expense for the second quarter and first half of 2019 remained relatively flat when compared to the same periods last year.
Other income, net — Other income, net is primarily comprised of non-operating income and expense that may arise outside of the normal course of business. The $2.1 million quarter-to-date and $6.1 million year-to-date increases in consolidated other income, net are primarily attributed to investment income from our TRP investments and an increase in rental income from our operating properties.
Income tax expense — In addition to the discussion below, Note 8 in Part I, Item 1 of this Quarterly Report provides further analysis related to income taxes.
• | Comparison Between the Quarters Ended June 30, 2019 and 2018 — The $1.1 million decrease in consolidated income tax expense was primarily due to a decrease in pretax earnings and a partial release of our reserve for uncertain tax positions, partially offset by a decrease in stock compensation deductions recognized as a discrete item in the second quarter of 2019, as compared to the second quarter of 2018. During the second quarter of 2018, we also recognized a discrete item related to a favorable audit settlement of nondeductible penalties. All of these factors resulted in an effective tax rate of 24.7% and 22.9% for the second quarter of 2019 and 2018, respectively. |
• | Comparison Between Year-to-Date June 30, 2019 and 2018 — The $7.8 million increase in consolidated income tax expense was primarily due to an increase in pretax earnings as well as a decrease in stock compensation deductions recognized as a discrete item during year-to-date June 30, 2019, which was partially offset by a partial release of our reserve for uncertain tax positions. During the first half of 2018, we also recognized a discrete item related to a favorable audit settlement of nondeductible penalties. All of these factors resulted in an effective tax rate of 24.4% and 22.1% for the first half of 2019 and 2018, respectively. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Non-GAAP Financial Measures |
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted EPS," and "Adjusted Operating Ratio," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the Board focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, and Adjusted Operating Ratio are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating income, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.
Pursuant to the requirements of Regulation G, the following tables reconcile GAAP consolidated net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income attributable to Knight-Swift, GAAP consolidated earnings per diluted share to non-GAAP consolidated Adjusted EPS, GAAP consolidated Operating Ratio to non-GAAP consolidated Adjusted Operating Ratio, and GAAP reportable segment Operating Ratio to non-GAAP reportable segment Adjusted Operating Ratio.
Note: The reported results do not include the results of Abilene on and prior to its acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.
Non-GAAP Reconciliation:
Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP: Net income attributable to Knight-Swift | $ | 79,205 | $ | 91,323 | $ | 167,143 | $ | 161,687 | |||||||
Adjusted for: | |||||||||||||||
Income tax expense attributable to Knight-Swift | 26,076 | 27,217 | 53,999 | 46,192 | |||||||||||
Income before income taxes attributable to Knight-Swift | 105,281 | 118,540 | 221,142 | 207,879 | |||||||||||
Amortization of intangibles ¹ | 10,692 | 10,687 | 21,385 | 21,196 | |||||||||||
Impairments ² | 2,182 | — | 2,182 | — | |||||||||||
Legal accruals ³ | 15,500 | — | 15,500 | — | |||||||||||
Adjusted income before income taxes | 133,655 | 129,227 | 260,209 | 229,075 | |||||||||||
Provision for income tax expense at effective rate | (33,028 | ) | (29,595 | ) | (63,401 | ) | (50,738 | ) | |||||||
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift | $ | 100,627 | $ | 99,632 | $ | 196,808 | $ | 178,337 | |||||||
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Note: Since the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
GAAP: Earnings per diluted share | $ | 0.46 | $ | 0.51 | $ | 0.97 | $ | 0.90 | |||||||
Adjusted for: | |||||||||||||||
Income tax expense attributable to Knight-Swift | 0.15 | 0.15 | 0.31 | 0.26 | |||||||||||
Income before income taxes attributable to Knight-Swift | 0.61 | 0.66 | 1.28 | 1.16 | |||||||||||
Amortization of intangibles ¹ | 0.06 | 0.06 | 0.12 | 0.12 | |||||||||||
Impairments ² | 0.01 | — | 0.01 | — | |||||||||||
Legal accruals ³ | 0.09 | — | 0.09 | — | |||||||||||
Adjusted income before income taxes | 0.77 | 0.72 | 1.50 | 1.28 | |||||||||||
Provision for income tax expense at effective rate | (0.19 | ) | (0.16 | ) | (0.37 | ) | (0.28 | ) | |||||||
Non-GAAP: Adjusted EPS | $ | 0.58 | $ | 0.56 | $ | 1.14 | $ | 0.99 | |||||||
1 | "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, Abilene Acquisition, and historical Knight acquisitions. Refer to Note 4 in Part I, Item 1 of this Quarterly Report for additional details regarding the Abilene Acquisition. |
2 | "Impairments" reflects the non-cash impairment of leasehold improvements (within the Trucking segment) incurred during the early termination of a lease related to one of our operating properties. |
3 | "Legal accruals" reflects anticipated costs associated with an adverse jury verdict issued in July 2019 related to an ongoing lawsuit, which is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income for the quarter and year-to-date period ended June 30, 2019. The Company is reviewing all options including post-trial motions seeking to overturn the jury verdict and if necessary, an appeal. |
Non-GAAP Reconciliation: Consolidated Adjusted Operating Ratio
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
GAAP Presentation | (Dollars in thousands) | ||||||||||||||
Total revenue | $ | 1,242,083 | $ | 1,331,683 | $ | 2,446,618 | $ | 2,602,815 | |||||||
Total operating expenses | (1,133,490 | ) | (1,207,441 | ) | (2,221,726 | ) | (2,384,829 | ) | |||||||
Operating income | $ | 108,593 | $ | 124,242 | $ | 224,892 | $ | 217,986 | |||||||
Operating ratio | 91.3 | % | 90.7 | % | 90.8 | % | 91.6 | % | |||||||
Non-GAAP Presentation | |||||||||||||||
Total revenue | $ | 1,242,083 | $ | 1,331,683 | $ | 2,446,618 | $ | 2,602,815 | |||||||
Trucking fuel surcharge | (119,329 | ) | (140,661 | ) | (226,908 | ) | (269,752 | ) | |||||||
Revenue, excluding trucking fuel surcharge | 1,122,754 | 1,191,022 | 2,219,710 | 2,333,063 | |||||||||||
Total operating expenses | 1,133,490 | 1,207,441 | 2,221,726 | 2,384,829 | |||||||||||
Adjusted for: | |||||||||||||||
Trucking fuel surcharge | (119,329 | ) | (140,661 | ) | (226,908 | ) | (269,752 | ) | |||||||
Amortization of intangibles ¹ | (10,692 | ) | (10,687 | ) | (21,385 | ) | (21,196 | ) | |||||||
Impairments ² | (2,182 | ) | — | (2,182 | ) | — | |||||||||
Legal accruals ³ | (15,500 | ) | — | (15,500 | ) | — | |||||||||
Adjusted Operating Expenses | 985,787 | 1,056,093 | 1,955,751 | 2,093,881 | |||||||||||
Adjusted Operating Income | $ | 136,967 | $ | 134,929 | $ | 263,959 | $ | 239,182 | |||||||
Adjusted Operating Ratio | 87.8 | % | 88.7 | % | 88.1 | % | 89.7 | % |
1 | See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 1. |
2 | See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 2. |
3 | See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 3. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Ratio
Trucking Segment
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
GAAP Presentation | (Dollars in thousands) | ||||||||||||||
Total revenue | $ | 1,020,027 | $ | 1,081,832 | $ | 1,993,272 | $ | 2,119,196 | |||||||
Total operating expenses | (894,255 | ) | (955,175 | ) | (1,752,325 | ) | (1,892,288 | ) | |||||||
Operating income | $ | 125,772 | $ | 126,657 | $ | 240,947 | $ | 226,908 | |||||||
Operating ratio | 87.7 | % | 88.3 | % | 87.9 | % | 89.3 | % | |||||||
Non-GAAP Presentation | |||||||||||||||
Total revenue | $ | 1,020,027 | $ | 1,081,832 | $ | 1,993,272 | $ | 2,119,196 | |||||||
Fuel surcharge | (119,329 | ) | (140,661 | ) | (226,908 | ) | (269,752 | ) | |||||||
Intersegment transactions | (50 | ) | (54 | ) | (86 | ) | (73 | ) | |||||||
Revenue, excluding fuel surcharge and intersegment transactions | 900,648 | 941,117 | 1,766,278 | 1,849,371 | |||||||||||
Total operating expenses | 894,255 | 955,175 | 1,752,325 | 1,892,288 | |||||||||||
Adjusted for: | |||||||||||||||
Fuel surcharge | (119,329 | ) | (140,661 | ) | (226,908 | ) | (269,752 | ) | |||||||
Intersegment transactions | (50 | ) | (54 | ) | (86 | ) | (73 | ) | |||||||
Amortization of intangibles ¹ | (349 | ) | (343 | ) | (698 | ) | (508 | ) | |||||||
Impairments ² | (2,182 | ) | — | (2,182 | ) | — | |||||||||
Adjusted Operating Expenses | 772,345 | 814,117 | 1,522,451 | 1,621,955 | |||||||||||
Adjusted Operating Income | $ | 128,303 | $ | 127,000 | $ | 243,827 | $ | 227,416 | |||||||
Adjusted Operating Ratio | 85.8 | % | 86.5 | % | 86.2 | % | 87.7 | % |
1 | "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the Abilene Acquisition and historical Knight acquisitions. Refer to Note 4 in Part I, Item 1 of this Quarterly Report for additional details regarding the Abilene Acquisition. |
2 | See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 2. |
Logistics Segment
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
GAAP Presentation | (Dollars in thousands) | ||||||||||||||
Total revenue | $ | 82,929 | $ | 99,188 | $ | 171,881 | $ | 188,377 | |||||||
Total operating expenses | (77,908 | ) | (94,573 | ) | (159,577 | ) | (179,803 | ) | |||||||
Operating income | $ | 5,021 | $ | 4,615 | $ | 12,304 | $ | 8,574 | |||||||
Operating ratio | 93.9 | % | 95.3 | % | 92.8 | % | 95.4 | % | |||||||
Non-GAAP Presentation | |||||||||||||||
Total revenue | $ | 82,929 | $ | 99,188 | $ | 171,881 | $ | 188,377 | |||||||
Intersegment transactions | (2,625 | ) | (2,787 | ) | (4,386 | ) | (5,925 | ) | |||||||
Revenue, excluding intersegment transactions | 80,304 | 96,401 | 167,495 | 182,452 | |||||||||||
Total operating expenses | 77,908 | 94,573 | 159,577 | 179,803 | |||||||||||
Adjusted for: | |||||||||||||||
Intersegment transactions | (2,625 | ) | (2,787 | ) | (4,386 | ) | (5,925 | ) | |||||||
Adjusted Operating Expenses | 75,283 | 91,786 | 155,191 | 173,878 | |||||||||||
Adjusted Operating Income | $ | 5,021 | $ | 4,615 | $ | 12,304 | $ | 8,574 | |||||||
Adjusted Operating Ratio | 93.7 | % | 95.2 | % | 92.7 | % | 95.3 | % |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Intermodal Segment
Quarter-to-Date June 30, | Year-to-Date June 30, | ||||||||||||||
2019 | 2018 (recast) | 2019 | 2018 (recast) | ||||||||||||
GAAP Presentation | (Dollars in thousands) | ||||||||||||||
Total revenue | $ | 118,195 | $ | 120,047 | $ | 234,562 | $ | 230,314 | |||||||
Total operating expenses | (114,003 | ) | (115,567 | ) | (228,009 | ) | (221,886 | ) | |||||||
Operating income | $ | 4,192 | $ | 4,480 | $ | 6,553 | $ | 8,428 | |||||||
Operating ratio | 96.5 | % | 96.3 | % | 97.2 | % | 96.3 | % | |||||||
Non-GAAP Presentation | |||||||||||||||
Total revenue | $ | 118,195 | $ | 120,047 | $ | 234,562 | $ | 230,314 | |||||||
Intersegment transactions | (468 | ) | (217 | ) | (1,158 | ) | (354 | ) | |||||||
Revenue, excluding intersegment transactions | 117,727 | 119,830 | 233,404 | 229,960 | |||||||||||
Total operating expenses | 114,003 | 115,567 | 228,009 | 221,886 | |||||||||||
Adjusted for: | |||||||||||||||
Intersegment transactions | (468 | ) | (217 | ) | (1,158 | ) | (354 | ) | |||||||
Adjusted Operating Expenses | 113,535 | 115,350 | 226,851 | 221,532 | |||||||||||
Adjusted Operating Income | $ | 4,192 | $ | 4,480 | $ | 6,553 | $ | 8,428 | |||||||
Adjusted Operating Ratio | 96.4 | % | 96.3 | % | 97.2 | % | 96.3 | % |
Liquidity and Capital Resources |
Sources of Liquidity
Our primary sources of liquidity are funds provided by operations and the following:
Source | June 30, 2019 | |||
(In thousands) | ||||
Cash and cash equivalents, excluding restricted cash | $ | 55,063 | ||
Availability under Revolver, due October 2022 ¹ | 496,048 | |||
Availability under 2018 RSA, due July 2021 ² | 69,050 | |||
Total unrestricted liquidity | $ | 620,161 | ||
Cash and cash equivalents – restricted ³ | 52,821 | |||
Restricted investments, held-to-maturity, amortized cost ³ | 10,277 | |||
Total liquidity, including restricted cash and restricted investments | $ | 683,259 | ||
1 | As of June 30, 2019, we had $270.0 million in borrowings under our $800.0 million Revolver. We additionally had $34.0 million in outstanding letters of credit (discussed below), leaving $496.0 million available under the Revolver. |
2 | Based on eligible receivables at June 30, 2019, our borrowing base for the 2018 RSA was $284.7 million, while outstanding borrowings were $145.0 million. We additionally had $70.7 million in outstanding letters of credit (discussed below), leaving $69.1 million available under the 2018 RSA. |
3 | Restricted cash and restricted investments are primarily held by our captive insurance companies for claims payments. "Cash and cash equivalents – restricted" consists of $51.6 million, included in "Cash and cash equivalents — restricted" in the condensed consolidated balance sheet and held by Mohave and Red Rock for claims payments. The remaining $1.2 million is included in "Other long-term assets" and is held in escrow accounts to meet statutory requirements. |
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Uses of Liquidity
Our business requires substantial amounts of cash for operating activities, including salaries and wages paid to our employees, contract payments to independent contractors, insurance and claims payments, tax payments, and others. We also use large amounts of cash and credit for the following activities:
Capital Expenditures — When justified by customer demand, as well as our liquidity and our ability to generate acceptable returns, we make substantial cash capital expenditures to maintain a modern company tractor fleet, refresh our trailer fleet, fund replacement of our revenue equipment fleet, and, to a lesser extent, fund upgrades to our terminals and technology in our logistics service offerings. We expect that net capital expenditures from the aforementioned projects will be in the range of $550.0 million – $575.0 million for the full-year 2019. We believe we have ample flexibility with our trade cycle and purchase agreements to alter our current plans if economic or other conditions warrant.
Over the long-term, we will continue to have significant capital requirements, which may require us to seek additional borrowing, lease financing, or equity capital. The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions. If such additional borrowing, lease financing, or equity capital is not available at the time we need it, then we may need to borrow more under the Revolver (if not then fully drawn), extend the maturity of then-outstanding debt, rely on alternative financing arrangements, engage in asset sales, limit our fleet size, or operate our revenue equipment for longer periods.
There can be no assurance that we will be able to obtain additional debt under our existing financial arrangements to satisfy our ongoing capital requirements. However, we believe the combination of our expected cash flows, financing available through operating and finance leases, available funds under the 2018 RSA, and availability under the Revolver will be sufficient to fund our expected capital expenditures for at least the next twelve months.
Principal and Interest Payments — As of June 30, 2019, we had debt and finance lease obligations of $904.1 million, which are discussed under "Material Debt Agreements," below. Certain cash flows from operations are committed to minimum payments of principal and interest on our debt or lease obligations. Additionally, when our financial position allows, we periodically make voluntary prepayments on our outstanding debt balances.
Letters of Credit — Pursuant to the terms of the 2017 Debt Agreement and the 2018 RSA, our lenders may issue standby letters of credit on our behalf. When we have letters of credit outstanding, the availability under the Revolver or 2018 RSA is reduced accordingly. Standby letters of credit are typically issued for the benefit of regulatory authorities, insurance companies and state departments of insurance for the purpose of satisfying certain collateral requirements, primarily related to our automobile, workers' compensation, and general insurance liabilities.
Share Repurchases — From time to time, and depending on free cash flow availability, debt levels, common stock prices, general economic and market conditions, as well as Board approval, we may repurchase shares of our outstanding common stock. As of June 30, 2019, the Company had $233.6 million remaining under the 2019 Knight-Swift Share Repurchase Plan. Additional details are discussed in Note 13 in Part I, Item 1 of this Quarterly Report.
Working Capital
As of June 30, 2019 and December 31, 2018, we had a working capital surplus of $124.7 million and $292.7 million, respectively. The decrease is primarily due to the adoption of ASC Topic 842, Leases, which, among other things, requires the recognition of $98.9 million in the current portion of operating lease liabilities on the condensed consolidated balance sheet as of June 30, 2019. Since the Company adopted the ASC Topic 840 Comparative Approach, there was no current portion of lease liabilities recorded on the December 31, 2018 condensed consolidated balance sheet. Additionally, "Trade receivables, net" decreased $51.6 million, as expected, due to typical seasonality.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Material Debt Agreements
As of June 30, 2019, we had $904.1 million in material debt obligations at the following carrying values:
• | $364.7 million: Term Loan, due October 2020, net of $0.3 million in deferred loan costs |
• | $144.7 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.3 million in deferred loan costs |
• | $124.7 million: Finance lease obligations |
• | $270.0 million: Revolver, due October 2022 |
As of December 31, 2018, we had $929.1 million in material debt obligations at the following carrying values:
• | $364.6 million: Term Loan, due October 2020, net of $0.4 million in deferred loan costs |
• | $239.6 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.4 million in deferred loan costs |
• | $129.5 million: Capital lease obligations |
• | $195.0 million: Revolver, due October 2022 |
• | $0.4 million: Other |
Cash Flow Analysis |
Year-to-Date June 30, | Change | ||||||||||
2019 | 2018 | ||||||||||
(In thousands) | |||||||||||
Net cash provided by operating activities | $ | 362,812 | $ | 375,912 | $ | (13,100 | ) | ||||
Net cash used in investing activities | (223,882 | ) | (232,564 | ) | 8,682 | ||||||
Net cash used in financing activities | (162,022 | ) | (126,769 | ) | (35,253 | ) |
Net Cash Provided by Operating Activities
Comparison Between Year-to-Date June 30, 2019 and 2018 — The $13.1 million decrease in net cash provided by operating activities was primarily due to a $59.0 million increase in cash paid for income taxes, partially offset by a $41.5 million increase in cash collected from our customers and a $6.9 million increase in operating income, due to the factors discussed in "Results of Operations — Segments " and "Results of Operations — Consolidated Operating and Other Expenses," above.
Net Cash Used in Investing Activities
Comparison Between Year-to-Date June 30, 2019 and 2018 — The $8.7 million decrease in net cash used in investing activities was due to a $101.7 million decrease in net cash used for acquisitions (as the Abilene Acquisition occurred in the first quarter of 2018), partially offset by a $98.5 million increase in capital expenditures, net of disposal proceeds.
Net Cash Used in Financing Activities
Comparison Between Year-to-Date June 30, 2019 and 2018 — Net cash used in financing activities increased by $35.3 million, which was primarily due to an increase in repurchases of our common stock of $86.9 million, a $5.0 million increase in net repayments on the 2018 RSA, and a $19.6 million increase in repayments of finance leases and long-term debt. These payments were partially offset by $80.0 million in net borrowings on the Revolver.
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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Contractual Obligations |
"Liquidity and Capital Resources," above, includes details regarding changes in our contractual obligations table during the year-to-date June 30, 2019 period. Aside from these items, there were no material changes to the contractual obligations table, which was included in our 2018 Annual Report.
Off Balance Sheet Arrangements |
Information about our off balance sheet arrangements is included in Note 11 of the notes to our condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report, which is incorporated by reference herein. See also "Contractual Obligations," above.
Seasonality |
Discussion regarding the impact of seasonality on our business is included in Note 1 in the notes to the condensed consolidated financial statements, included in Part I, Item 1 of this Quarterly Report, incorporated by reference herein.
Inflation |
Inflation can have an impact on our operating costs. A prolonged period of inflation could cause interest rates, fuel, wages, and other costs to increase, which would adversely affect our results of operations unless freight rates correspondingly increased. Consistent with trends in the trucking industry overall, we have recently experienced inflationary pressures with respect to driver wages, as compared to prior years.
Recently Issued Accounting Pronouncements |
See Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference, for the impact of recently issued accounting pronouncements on the Company's condensed consolidated financial statements, as follows:
• | Note 2 for accounting pronouncements adopted during the year-to-date June 30, 2019. |
• | Note 3 for accounting pronouncements issued during the year-to-date June 30, 2019. |
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk
We have exposure from variable interest rates, primarily related to our 2017 Debt Agreement and 2018 RSA. These variable interest rates are impacted by changes in short-term interest rates. We primarily manage interest rate exposure through a mix of variable rate debt (weighted average rate of 3.21% as of June 30, 2019) and fixed rate equipment lease financing. Assuming the level of borrowings as of June 30, 2019, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $7.8 million.
Commodity Price Risk
We have commodity exposure with respect to fuel used in company-owned tractors. Increases in fuel prices would continue to raise our operating costs, even after applying fuel surcharge revenue. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The weekly average diesel price per gallon in the US, as reported by the US Department of Energy, decreased to an average of $3.12 for the second quarter of 2019 from an average of $3.19 for the second quarter of 2018. The weekly average diesel price per gallon in the US decreased to an average of $3.07 for year-to-date June 30, 2019 from an average of $3.10 for year-to-date June 30, 2018. We cannot predict the extent or speed of potential changes in fuel price levels in the future, the degree to which the lag effect of our fuel surcharge programs will impact us as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset such increases. We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility.
ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board. Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures. Based on this evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (2) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We base our internal control over financial reporting on the criteria set forth in the 2013 COSO Internal Control: Integrated Framework.
We have confidence in our disclosure controls and procedures and internal control over financial reporting. Nevertheless, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors, misstatements, or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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PART II OTHER INFORMATION |
ITEM 1. | LEGAL PROCEEDINGS |
Information about our legal proceedings is included in Note 12 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended June 30, 2019, and is incorporated by reference herein. 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.
ITEM 1A. | RISK FACTORS |
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our 2018 Annual Report, in the section of each document entitled "Item 1A. Risk Factors," describes some of the risks and uncertainties associated with our business.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value that May Yet be Purchased Under the Plans or Programs ¹ | |||||||||
April 1, 2019 to April 30, 2019 | — | $ | — | — | $ | 70,681,518 | |||||||
May 1, 2019 to May 31, 2019 | 2,315,583 | $ | 30.45 | 2,315,583 | $ | 250,000,000 | |||||||
June 1, 2019 to June 30, 2019 | 558,916 | $ | 29.33 | 558,916 | $ | 233,607,968 | |||||||
Total | 2,874,499 | $ | 30.23 | 2,874,499 | $ | 233,607,968 | |||||||
1 | On June 1, 2018, the Company announced that the Board approved the $250.0 million 2018 Knight-Swift Share Repurchase Plan. The Company repurchased $179.3 million under this plan in 2018 and repurchased $70.5 million under the 2018 Knight-Swift Share Repurchase Plan in May 2019, leaving approximately $0.2 million available as of May 30, 2019. On May 31, 2019, the Company announced that the Board approved the $250.0 million 2019 Knight-Swift Share Repurchase Plan, replacing the 2018 Knight-Swift Share Repurchase Plan. There is no expiration date associated with the 2019 Knight-Swift Share Repurchase Plan. |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. | OTHER INFORMATION |
None.
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ITEM 6. | EXHIBITS |
Exhibit Number | Description | Page or Method of Filing | ||
101.INS | XBRL Instance Document | Filed herewith | ||
101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith | ||
101.CAL | XBRL Taxonomy Calculation Linkbase Document | Filed herewith | ||
101.LAB | XBRL Taxonomy Label Linkbase Document | Filed herewith | ||
101.PRE | XBRL Taxonomy Presentation Linkbase Document | Filed herewith | ||
101.DEF | XBRL Taxonomy Extension Definition Document | Filed herewith | ||
* | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish to the SEC a copy of any omitted schedule upon request by the SEC. |
** | Management contract or compensatory plan, contract, or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. | |||||
Date: | August 7, 2019 | /s/ David A. Jackson | |||
David A. Jackson | |||||
Chief Executive Officer and President, in his capacity as | |||||
such and on behalf of the registrant | |||||
Date: | August 7, 2019 | /s/ Adam W. Miller | |||
Adam W. Miller | |||||
Chief Financial Officer, in his capacity as such and on | |||||
behalf of the registrant | |||||
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