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Knight-Swift Transportation Holdings Inc. - Quarter Report: 2020 March (Form 10-Q)

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________________________________________________________
FORM 10-Q
___________________________________________________________________________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
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
_________________________________________________________________________________________________________________________________________________________
knightswiftlogo2018newa18.jpg
___________________________________________________________________________________________________________________________________
 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)
(602269-2000
(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 169,823,220 shares of the registrant's common stock outstanding as of April 30, 2020.
 
 
 
 
 



KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.


QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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
COVID-19
 
Viral strain of a coronavirus which led the World Health Organization to declare a global pandemic in March 2020.
DOE
 
United States Department of Energy
EPS
 
Earnings Per Share
ESPP
 
Knight-Swift Transportation Holdings Inc. Amended and Restated 2012 Employee Stock Purchase Plan
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
LIBOR
 
London InterBank Offered Rate
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

3


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

PART I FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets (Unaudited)
 
March 31, 2020
 
December 31, 2019
 
(In thousands, except per share data)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
119,132

 
$
159,722

Cash and cash equivalents – restricted
39,812

 
41,331

Restricted investments, held-to-maturity, amortized cost
8,836

 
8,912

Trade receivables, net of allowance for doubtful accounts of $19,304 and $18,178, respectively
521,976

 
518,547

Contract balance – revenue in transit
13,239

 
12,696

Prepaid expenses
59,134

 
62,160

Assets held for sale
37,986

 
41,786

Income tax receivable
12,646

 
17,026

Other current assets
25,681

 
27,848

Total current assets
838,442

 
890,028

Gross property and equipment
3,838,947

 
3,742,739

Less: accumulated depreciation and amortization
(965,777
)
 
(892,019
)
Property and equipment, net
2,873,170

 
2,850,720

Operating lease right-of-use assets
159,283

 
169,425

Goodwill
2,923,382

 
2,918,992

Intangible assets, net
1,423,666

 
1,379,459

Other long-term assets
70,380

 
73,108

Total assets
$
8,288,323

 
$
8,281,732

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
168,018

 
$
99,194

Accrued payroll and purchased transportation
112,396

 
110,065

Accrued liabilities
87,480

 
175,222

Claims accruals – current portion
158,962

 
150,805

Finance lease liabilities and long-term debt – current portion
377,201

 
377,651

Operating lease liabilities – current portion
75,224

 
80,101

Total current liabilities
979,281

 
993,038

Revolving line of credit
294,000

 
279,000

Finance lease liabilities – less current portion
55,679

 
57,383

Operating lease liabilities – less current portion
89,683

 
96,160

Accounts receivable securitization
179,801

 
204,762

Claims accruals – less current portion
188,912

 
196,912

Deferred tax liabilities
785,588

 
771,719

Other long-term liabilities
25,055

 
14,455

Total liabilities
2,597,999

 
2,613,429

Commitments and contingencies (Notes 4, 10, and 11)


 


Stockholders’ equity:
 
 
 
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued

 

Common stock, par value $0.01 per share; 500,000 shares authorized; 169,776 and 170,688 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively.
1,698

 
1,707

Additional paid-in capital
4,275,834

 
4,269,043

Retained earnings
1,410,527

 
1,395,465

Total Knight-Swift stockholders' equity
5,688,059

 
5,666,215

Noncontrolling interest
2,265

 
2,088

Total stockholders’ equity
5,690,324

 
5,668,303

Total liabilities and stockholders’ equity
$
8,288,323

 
$
8,281,732


See accompanying notes to condensed consolidated financial statements (unaudited).

4


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
Quarter Ended March 31,
 
2020
 
2019
 
(In thousands, except per share data)
Revenue:
 
 
 
Revenue, excluding trucking fuel surcharge
$
1,027,095

 
$
1,096,956

Trucking fuel surcharge
97,703

 
107,579

Total revenue
1,124,798

 
1,204,535

Operating expenses:
 
 
 
Salaries, wages, and benefits
354,833

 
363,855

Fuel
121,855

 
138,439

Operations and maintenance
68,404

 
79,760

Insurance and claims
54,280

 
50,136

Operating taxes and licenses
22,169

 
21,803

Communications
4,874

 
5,083

Depreciation and amortization of property and equipment
110,221

 
100,937

Amortization of intangibles
11,474

 
10,693

Rental expense
25,375

 
35,545

Purchased transportation
225,276

 
269,349

Impairments
902

 

Miscellaneous operating expenses
23,016

 
12,636

Total operating expenses
1,022,679

 
1,088,236

Operating income
102,119

 
116,299

Other (expenses) income:
 
 
 
Interest income
832

 
1,016

Interest expense
(6,107
)
 
(7,348
)
Other (expense) income, net
(6,507
)
 
6,139

Total other (expenses) income, net
(11,782
)
 
(193
)
Income before income taxes
90,337

 
116,106

Income tax expense
24,554

 
27,923

Net income
65,783

 
88,183

Net income attributable to noncontrolling interest
(357
)
 
(245
)
Net income attributable to Knight-Swift
$
65,426

 
$
87,938

 
 
 
 
Earnings per share:
 
 
 
Basic
$
0.38

 
$
0.51

Diluted
$
0.38

 
$
0.51

 
 
 
 
Dividends declared per share:
$
0.08

 
$
0.06

 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
170,617

 
172,971

Diluted
171,282

 
173,608


See accompanying notes to the condensed consolidated financial statements (unaudited).

5


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)
 
Quarter Ended March 31,
 
2020
 
2019
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income
$
65,783

 
$
88,183

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of property, equipment, and intangibles
121,695

 
111,630

Gain on sale of property and equipment
(3,005
)
 
(11,786
)
Impairments
902

 

Deferred income taxes
15,330

 
(9,603
)
Non-cash lease expense
24,202

 
27,626

Other adjustments to reconcile net income to net cash provided by operating activities
14,065

 
(2,762
)
Increase (decrease) in cash resulting from changes in:
 
 
 
Trade receivables
(5,268
)
 
62,362

Income tax receivable
4,380

 
5,544

Accounts payable
31,084

 
(1,811
)
Accrued liabilities and claims accrual
(93,193
)
 
14,250

Operating lease liabilities
(25,414
)
 
(27,403
)
Other assets and liabilities
4,782

 
(12,778
)
Net cash provided by operating activities
155,343

 
243,452

Cash flows from investing activities:
 
 
 
Proceeds from maturities of held-to-maturity investments
4,350

 
8,315

Purchases of held-to-maturity investments
(4,301
)
 
(2,571
)
Proceeds from sale of property and equipment, including assets held for sale
33,756

 
56,661

Purchases of property and equipment
(109,431
)
 
(105,780
)
Expenditures on assets held for sale
(352
)
 
(4,271
)
Net cash and equivalents invested in acquisitions
(46,811
)
 

Other cash flows from investing activities
(2,793
)
 
2,925

Net cash used in investing activities
(125,582
)
 
(44,721
)
Cash flows from financing activities:
 
 
 
Repayment of finance leases and long-term debt
(14,498
)
 
(8,391
)
Borrowings (repayments) on revolving line of credit, net
15,000

 
(135,000
)
Borrowings under accounts receivable securitization

 
25,000

Repayment of accounts receivable securitization
(25,000
)
 
(90,000
)
Proceeds from common stock issued
3,257

 
2,941

Repurchases of the Company's common stock
(34,630
)
 

Dividends paid
(13,964
)
 
(10,672
)
Other cash flows from financing activities
(2,050
)
 
(1,662
)
Net cash used in financing activities
(71,885
)
 
(217,784
)
Net decrease in cash, restricted cash, and equivalents
(42,124
)
 
(19,053
)
Cash, restricted cash, and equivalents at beginning of period
202,228

 
130,976

Cash, restricted cash, and equivalents at end of period
$
160,104

 
$
111,923

See accompanying notes to condensed consolidated financial statements (unaudited).

6


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows (Unaudited) — Continued
 
Quarter Ended March 31,
 
2020
 
2019
 
(In thousands)
Supplemental disclosures of cash flow information:
 
 
 
Cash paid (received) during the period for:
 
 
 
Interest
$
6,293

 
$
7,679

Income taxes
3,280

 
(124
)
Non-cash investing and financing transactions:
 
 
 
Equipment acquired included in accounts payable
$
44,084

 
$
53,572

Financing provided to independent contractors for equipment sold
1,670

 
2,221

Transfers from property and equipment to assets held for sale
15,288

 
26,155

Contingent consideration associated with acquisition
18,654

 

Right-of-use assets obtained in exchange for new operating lease liabilities
1,704

 
7,883

Right-of-use assets obtained in exchange for new operating lease liabilities through acquisitions
12,356

 

Property and equipment obtained in exchange for financing lease liabilities reclassified from operating lease liabilities
12,286

 


Reconciliation of Cash, Restricted Cash, and Equivalents:
March 31,
2020
 
December 31,
2019
 
March 31,
2019
 
December 31,
2018
 
(In thousands)
Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
Cash and cash equivalents
$
119,132

 
$
159,722

 
$
60,215

 
$
82,486

Cash and cash equivalents – restricted ¹
39,812

 
41,331

 
50,689

 
46,888

Other long-term assets ¹
1,160

 
1,175

 
1,019

 
1,602

Condensed Consolidated Statements of Cash Flows
 
 
 
 
 
 
 
Cash, restricted cash, and equivalents
$
160,104

 
$
202,228

 
$
111,923

 
$
130,976

 
 
 
 
 
 
 
 
________
1
Reflects cash and cash equivalents that are primarily restricted for claims payments.
See accompanying notes to condensed consolidated financial statements (unaudited).

7


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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, 2019
170,688

 
$
1,707

 
$
4,269,043

 
$
1,395,465

 
$
5,666,215

 
$
2,088

 
$
5,668,303

Common stock issued to employees
211

 
2

 
2,709

 
 
 
2,711

 
 
 
2,711

Common stock issued under ESPP
16

 

 
546

 
 
 
546

 
 
 
546

Company shares repurchased
(1,139
)
 
(11
)
 
 
 
(34,619
)
 
(34,630
)
 
 
 
(34,630
)
Shares withheld – RSU settlement
 
 
 
 
 
 
(1,971
)
 
(1,971
)
 
 
 
(1,971
)
Employee stock-based compensation expense
 
 
 
 
3,536

 
 
 
3,536

 
 
 
3,536

Cash dividends paid and dividends accrued ($0.08 per share)
 
 
 
 
 
 
(13,774
)
 
(13,774
)
 
 
 
(13,774
)
Net income attributable to Knight-Swift
 
 
 
 
 
 
65,426

 
65,426

 
 
 
65,426

Distribution to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
(180
)
 
(180
)
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
357

 
357

Balances – March 31, 2020
169,776

 
$
1,698

 
$
4,275,834

 
$
1,410,527

 
$
5,688,059

 
$
2,265

 
$
5,690,324

 
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

See accompanying notes to condensed consolidated financial statements (unaudited).

8


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)
 
Note 1Introduction and Basis of Presentation
Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Description of Business
Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the quarter ended March 31, 2020, the Company operated an average of 18,462 tractors (comprised of 16,339 company tractors and 2,123 independent contractor tractors) and 57,716 trailers within the Trucking segment. Additionally, the Company operated an average of 601 tractors and 9,856 containers in the Intermodal segment. The Company's three reportable segments are Trucking, Logistics, and Intermodal.
Basis of Presentation
The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Knight-Swift Transportation Holdings Inc. and its subsidiaries and should be read in conjunction with the consolidated financial statements and footnotes included in Knight-Swift's 2019 Annual Report. In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.
With respect to transactional/durational data, references to years pertain to calendar years. Similarly, references to quarters pertain to calendar quarters.
Changes in Presentation
Changes in presentation associated with adopting accounting pronouncements are included in Note 2.
Beginning in the second quarter of 2019, the Company presents fuel surcharge revenue generated within only its Trucking segment within "Trucking fuel surcharge" in the condensed consolidated statements of comprehensive income. Fuel surcharge revenue generated within the remaining segments is included in "Revenue, excluding trucking fuel surcharge." Prior period amounts have been reclassified to align with the current period presentation.
Seasonality
In the transportation industry, results of operations generally follow a seasonal pattern. Freight volumes in the first quarter are typically lower due to less consumer demand, customers reducing shipments following the holiday season, and inclement weather. At the same time, operating expenses generally increase, and tractor productivity of the Company's fleet, independent contractors, and third-party carriers decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs attributed to higher accident frequency from harsh weather. These factors typically lead to lower operating profitability, as compared to other parts of the year. Additionally, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to holiday shopping trends toward delivery of gifts purchased over the Internet, as well as the length of the holiday season (consumer shopping days between Thanksgiving and Christmas). However, cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry.
Impact of COVID-19
During the first quarter of 2020, COVID-19 became a global pandemic, which triggered a significant downturn in the global economy. The Company continues to operate its business through the COVID-19 pandemic and has taken many additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates. As part of the Company's efforts to safeguard its employees and promote business continuity, management has taken additional precautions to enhance the sanitization process of its equipment and properties, increase the social distancing of its employees by working remotely where possible, and provide driving associates with essential

9


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



provisions and enhanced bonus opportunities while they are over the road delivering freight to Knight-Swift's customers. During the first quarter of 2020, we incurred $2.3 million of incremental costs directly associated with COVID-19.
There are various uncertainties that have arisen from the COVID-19 pandemic. While management is continuing to monitor the impact of the pandemic on Knight-Swift, including its employees, customers, independent contractors, stockholders, and other business partners and stakeholders, it is difficult to predict the impact that the pandemic will have on future results of its operations, financial position, and liquidity. This has caused some uncertainties around various accounting estimates. Due to these uncertainties, our accounting estimates may change, as management's assessment of the impacts of the COVID-19 pandemic continues to evolve.
 
Note 2Recently Adopted Accounting Pronouncements
ASU 2016-13: Financial Instruments – Credit Losses (Topic 326) — Measurements of Credit Losses on Financial Instruments
Summary of the Standard In June 2016, the FASB issued ASU 2016-13, which, in addition to several clarifying ASUs, established the new ASC Topic 326, Financial Instruments — Credit Losses ("CECL"). The new CECL standard amends the FASB's guidance on the impairment of financial instruments. Specifically, it adds the CECL impairment model to GAAP which is based on expected losses rather than incurred losses. This is intended to result in more timely recognition of such losses. Under the new CECL standard, an entity recognizes as an allowance its estimate of lifetime expected credit losses. The new CECL standard is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the new CECL standard makes targeted changes to the impairment model for available-for-sale debt securities and moves the guidance from ASC Topic 320 to ASC Subtopic 326-30. For public business entities, the new standard was effective for annual and interim reporting periods beginning after December 15, 2019. For most debt instruments, entities are required to adopt the new CECL standard using a modified retrospective approach, meaning that entities will record a cumulative-effect adjustment to equity as of the beginning of the first reporting period in which the guidance is effective.
Practical ExpedientAs permitted under ASU 2016-13 (and related ASUs), management elected to apply the collateral dependent financial asset practical expedient which allows entities to measure the expected credit losses for the financial asset by comparing the amortized cost basis with the fair value of the collateral at the reporting date, rather than using the fair value of the financial asset.
Current Period Impact of Adoption — The Company adopted ASC Topic 326 on January 1, 2020 using the modified retrospective approach. Upon adoption of the standard management assessed the potential impact of the CECL model on each type of the Company's financial assets and determined that there was no material impact on the Company's financial statements or accounting policies.
ASU 2018-15: Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract
Summary of the Standard In August 2018, the FASB issued ASU 2018-15, which amends ASC Subtopic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract ("Service CCA"). The amendments in ASU 2018-15 align the accounting for costs incurred to implement a Service CCA with previously codified guidance on capitalizing costs associated with developing or obtaining internal-use software.
Specifically, the ASU amends ASC Subtopic 350-40 to include in its scope implementation costs incurred with a Service CCA. This addition clarifies that a customer should apply the guidance from ASC Paragraph 350-40-25 to determine which stage the project is in before assessing whether implementation costs should be capitalized in a Service CCA that is considered a service contract. These capitalized items should be recorded within the same balance sheet line item as a prepayment for any fees.

10


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



Any capitalized costs from the Service CCA should be expensed over the term of the hosting arrangement, which includes the noncancelable period and any options to extend that are reasonably certain to be exercised and recorded in the same line item as fees associated with the hosting element of the arrangement. The amendments in this ASU were effective for public business entities for fiscal years beginning after December 15, 2019 and could be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
Current Period Impact of Adoption — The Company adopted the amendments in ASU 2018-15 on January 1, 2020 and elected to apply the amendments on a prospective basis to implementation costs incurred after the date of adoption. Upon review of the Service CCA's entered into during the first quarter of 2020, management has determined that adoption of the amendments has not had a material impact on the Company's financial statements and related accounting policies.
ASU 2017-04: Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment
Summary of the Standard In January 2017, the FASB issued ASU 2017-04, which amends ASC Topic 350 by simplifying the goodwill impairment test. The amendments in this ASU are intended to simplify subsequent measurement of goodwill. The key amendment in the ASU eliminates Step 2 from the goodwill impairment test, in which entities measured a goodwill impairment loss by comparing the implied fair value to the carrying amount of a reporting unit's goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value with the carrying amount of a reporting unit and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The amendments also require companies to disclose the amounts of goodwill allocated to each reporting unit with a zero or negative carrying amount of assets. The amendments were effective for public business entities for fiscal years beginning after December 15, 2019 and should be applied on a prospective basis.
Current Period Impact of Adoption — The Company adopted the amendments in ASU 2017-14 on January 1, 2020 on a prospective basis. Management has updated the Company's accounting policy to incorporate the amendments in the ASU and has included the revised disclosure requirements below.
Refer to Note 7 for disclosures about the Company's goodwill balances.
Accounting Policy Update
Goodwill — Management evaluates goodwill on an annual basis as of June 30th, or more frequently if indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test. Management estimates the fair values of its reporting units using a combination of the income and market approaches. If the carrying amount of a reporting unit exceeds the fair value, then management will recognize an impairment loss of the same amount. This loss is only limited to the total amount of goodwill allocated to that reporting unit.
Other ASUs
There were various other ASUs that became effective during the quarter ended March 31, 2020, which did not have a material impact on the Company's results of operations, financial position, cash flows, or disclosures.
 
Note 3Recently Issued Accounting Pronouncements
Date Issued
 
Reference
 
Description
 
Adoption Date and Method
 
Financial Statement Impact
March 2020
 
2020-04: Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting 1
 
The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective for any interim period after March 12, 2020 and should be applied on a prospective basis.
 
March 2020
 
No material impact 2
March 2020
 
2020-03: Codification Improvements Financial Instruments 1
 
The amendments within this ASU updated several sections of the codification and how various topics and subtopics interacted due to new guidance on financial instruments. This includes addressing issues related to fair value option disclosures, line-of-credit or revolving-debt arrangements and leases among others. The amendments should be applied prospectively and have varying effective dates which were all in effect for public business entities prior to issuance of the ASU.
 
March 2020, Adoption Prospective
 
No material impact
February 2020
 
2020-02: Financial Instruments – Credit Losses (Topic 326), Leases – (Topic 842) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) 1
 
The amendments in this ASU incorporate discussion from SEC Staff Accounting Bulletin No. 119 about expected implementation practices related to ASC Topic 326. The amendments also codify SEC Staff announcement that it would not object to the FASB's update to effective dates for major updates which were amended within ASU 2019-10.
 
January 2021, Adoption method varies by amendment
 
Adopted January 1, 2020, no material impact
January 2020
 
2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815
 
The amendments clarify that an entity should consider observable transactions when determining to apply or discontinue the equity method for the purposes of applying the measurement alternative. The amendments also clarify that an entity would not consider whether a purchased option would be accounted for under the equity method when applying ASC 815-10-15-141(a).
 
January 2021, Prospective
 
Currently under evaluation, but not expected to be material

1
Adopted during the first quarter of 2020.
2
As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR. The Company's Term Loan also references LIBOR and management is currently underway with refinancing, as the Term Loan matures in October of 2020.

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Note 4Acquisition
On January 1, 2020, pursuant to a stock purchase agreement (the "SPA") the Company acquired 100.0% of the equity interests of a warehousing-related company (the "Warehousing Co.") with locations throughout the Central US.
The total purchase price consideration of $66.9 million consisted of approximately $48.2 million in cash to the sellers at closing, and contingent consideration consisting of three additional annual payments of up to $8.1 million each (or $24.3 million in total), representing the maximum possible annual deferred payments to the sellers based on Warehousing Co.'s earnings before interest and taxes ("EBIT") for each of the calendar years ending December 31, 2020, December 31, 2021, and the annualized six-month period ending June 30, 2022. In order to estimate Warehousing Co.'s future performance, the Company utilized the Monte Carlo simulation method using certain inputs, including Warehousing Co.'s forecasted EBIT, discount rate, dividend yields, expected volatility, and expected stock returns during the above measurement periods. Based on the above inputs, the present value of the total contingent consideration was estimated to equal $18.7 million as of January 1, 2020. The Company funded the acquisition through cash-on-hand and borrowing on the Revolver on the date of the transaction. At closing, $6.8 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and remains subject to further adjustments.
The SPA included an election under the Internal Revenue Code Section 338(h)(10). Accordingly, the book and tax basis of the acquired assets and liabilities are the same as of the purchase date. The SPA contains customary representations, warranties, covenants, and indemnification provisions.
The goodwill recognized represents expected synergies from combining the operations of Warehousing Co. with the Company, including enhanced service offerings, as well as other intangible assets that did not meet the criteria for separate recognition. The goodwill is expected to be deductible for tax purposes.
The purchase price allocation for the acquisition is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, pending the completion of valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed, and assessment of other tax related items. As the Company obtains more information, the preliminary purchase price allocation disclosed below is subject to change. Any future adjustments to the preliminary purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date.

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The following table summarizes the fair value of the consideration transferred as of the acquisition date:
 
January 1, 2020 Opening Balance Sheet as Reported at March 31, 2020
 
(in thousands)
Fair value of the consideration transferred
$
66,854

 
 
Cash and cash equivalents
1,388

Trade and other receivables
3,301

Prepaid expenses
608

Other current assets
78

Property and equipment
1,938

Operating lease right-of-use assets
12,356

Identifiable intangible assets ¹
55,681

Deferred tax assets
54

Other noncurrent assets
404

Total assets
75,808

 
 
Accounts payable
(347
)
Accrued liabilities
(644
)
Operating lease liabilities – current portion
(4,451
)
Operating lease liabilities – less current portion
(7,905
)
Total liabilities
(13,347
)
 
 
Goodwill
$
4,393

 
 
1
Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name.

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Note 5Restricted Investments, Held-to-Maturity
The following tables present the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments, held-to-maturity:
 
March 31, 2020
 
 
 
Gross Unrealized
 
 
 
Cost or Amortized
Cost
 
Gains
 
Temporary
Losses
 
Estimated Fair Value
 
(In thousands)
US corporate securities
$
8,836

 
$
1

 
$
(31
)
 
$
8,806

Restricted investments, held-to-maturity
$
8,836

 
$
1

 
$
(31
)
 
$
8,806

 
 
 
 
 
 
 
 

 
December 31, 2019
 
 
 
Gross Unrealized
 
 
 
Cost or Amortized
Cost
 
Gains
 
Temporary
Losses
 
Estimated Fair Value
 
(In thousands)
US corporate securities
$
8,912

 
$
4

 
$
(1
)
 
$
8,915

Restricted investments, held-to-maturity
$
8,912

 
$
4

 
$
(1
)
 
$
8,915

 
 
 
 
 
 
 
 

As of March 31, 2020, the contractual maturities of the restricted investments, held-to-maturity, were one year or less. There were 12 securities and 7 securities that were in an unrealized loss position for less than twelve months as of March 31, 2020 and December 31, 2019, respectively. The Company did not recognize any impairment losses related to its held-to-maturity investments during the quarters ended March 31, 2020 or 2019, respectively.
Refer to Note 16 for additional information regarding fair value measurements of the Company's investments.
 
Note 6Assets Held for Sale
The Company expects to sell its assets held for sale, which primarily consist of revenue equipment, within the next twelve months. Revenue equipment held for sale totaled $38.0 million and $41.8 million as of March 31, 2020 and December 31, 2019, respectively. Net gains on disposals, including disposals of property and equipment classified as assets held for sale, reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income, were $3.0 million and $11.8 million for the quarters ended March 31, 2020 and 2019, respectively.
The Company recognized impairment losses related to assets held for sale of $0.1 million during the quarter ended March 31, 2020. The Company did not recognize any impairment losses related to assets held for sale during the quarter ended March 31, 2019.

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Note 7Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill were as follows:
 
(In thousands)
Goodwill, balance at December 31, 2019
$
2,918,992

Adjustments relating to deferred tax assets
(3
)
Acquisition ¹
4,393

Goodwill, balance at March 31, 2020
$
2,923,382

 
 

1
The goodwill associated with the acquisition referenced in Note 4 was allocated to the non-reportable segment.
The Company did not record any goodwill impairments during the quarter ended March 31, 2020 or 2019.
Other Intangible Assets
Other intangible asset balances were as follows:
 
March 31,
2020
 
December 31,
2019
 
(In thousands)
Definite-lived intangible assets ¹
 
 
 
Gross carrying amount
$
894,597

 
$
839,516

Accumulated amortization
(111,431
)
 
(99,957
)
Definite-lived intangible assets, net
$
783,166

 
$
739,559

Trade names:
 
 
 
Gross carrying amount
640,500

 
639,900

Intangible assets, net
$
1,423,666

 
$
1,379,459

 
 
 
 

1
The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally developed software, and others.
Identifiable intangible assets subject to amortization have been recorded at fair value. Intangible assets related to acquisitions other than the 2017 Merger are amortized over a weighted-average amortization period of 18.9 years. The Company's customer relationship intangible assets related to the 2017 Merger are being amortized over a weighted average amortization period of 19.9 years.
As of March 31, 2020, management anticipates that the composition and amount of amortization associated with intangible assets will be $34.4 million for the remainder of 2020, $45.9 million in 2021, $45.8 million in 2022, and $45.2 million for each of the years 2023 and 2024. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets, and other events.

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Note 8Income Taxes
Effective Tax Rate — The effective tax rate was 27.2% for the first quarter of 2020, compared to 24.0% for the first quarter of 2019. The Company recognized discrete items relating to foreign currency fluctuations and stock compensation deductions during the quarter ended March 31, 2020.
Valuation Allowance — The Company has not established a valuation allowance as it has been determined that, based upon available evidence, a valuation allowance is not required. Management believes that it is more 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 — Management believes it is reasonably possible that a decrease of up to $1.0 million in unrecognized tax benefits relating to federal deductions may be necessary within the next twelve months.
Interest and Penalties — Accrued interest and penalties related to unrecognized tax benefits was approximately $0.4 million for the periods ended March 31, 2020 and December 31, 2019.
Tax Examinations — The Company is currently under examination by the IRS for the 2012 tax year and management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Certain of the Company's subsidiaries are also currently under examination by various state jurisdictions for tax years ranging from 2013 to 2018. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company's effective tax rate. Years subsequent to 2014 remain subject to examination.
 
Note 9Accounts Receivable Securitization
The 2018 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. As of March 31, 2020, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating.
The 2018 RSA is subject to fees, various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type. The Company was in compliance with these covenants as of March 31, 2020. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries.

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The following table summarizes the key terms of the 2018 RSA (dollars in thousands):
 
2018 RSA
Effective date
July 11, 2018

Final maturity date
July 9, 2021

Borrowing capacity

$325,000

Accordion option ¹

$175,000

Unused commitment fee rate ²
20 to 40 basis points

Program fees on outstanding balances ³
one-month LIBOR + 80 to 100 basis points

 
 
1
The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers.
2
The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized.
3
The 2018 RSA program fee is based on the Company's consolidated total net leverage ratio. As identified within the 2018 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement for LIBOR.
Availability under the 2018 RSA is calculated as follows:
 
March 31,
2020
 
December 31,
2019
 
(In thousands)
Borrowing base, based on eligible receivables
$
276,500

 
$
299,100

Less: outstanding borrowings ¹
(180,000
)
 
(205,000
)
Less: outstanding letters of credit
(68,841
)
 
(70,841
)
Availability under accounts receivable securitization facilities
$
27,659

 
$
23,259

 
 
 
 
1
Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets, offset by $0.2 million of deferred loan costs as of March 31, 2020 and December 31, 2019. Interest accrued on the aggregate principal balance at a rate of 2.4% and 2.6% as of March 31, 2020 and December 31, 2019, respectively.
Program fees and unused commitment fees are recorded in "Interest expense" in the condensed consolidated statements of comprehensive income. The Company incurred accounts receivable securitization program fees of $1.4 million and $2.0 million during the quarters ended March 31, 2020 and 2019, respectively.
Refer to Note 16 for information regarding the fair value of the 2018 RSA.

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Note 10Commitments
Purchase Commitments
As of March 31, 2020, the Company had outstanding commitments to purchase revenue equipment of $405.7 million in the remainder of 2020 ($274.0 million of which were tractor commitments) and none thereafter. These purchases may be financed through any combination of operating leases, finance leases, debt, proceeds from sales of existing equipment, and cash flows from operations.
As of March 31, 2020, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $6.0 million in the remainder of 2020, $1.2 million in the two-year period 2021 through 2022, $0.2 million in the two-year period 2023 through 2024, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.
TRP Commitments
Since 2003, Knight has entered into partnership agreements with entities that make privately-negotiated equity investments. In these agreements, Knight committed to invest in return for an ownership percentage. During the first quarter of 2020, Knight entered into a $20.0 million commitment to invest in the newly formed TRP Capital Partners V, LP with the entire commitment outstanding as of March 31, 2020. There were no other material changes related to the previously disclosed TRP commitments during the quarter ended March 31, 2020.
 
Note 11Contingencies and Legal Proceedings
Legal Proceedings
Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop.
The Company has made accruals with respect to its legal matters where appropriate, which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $27.7 million, relating to the Company's outstanding legal proceedings as of March 31, 2020.
Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period.

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EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS
CRST Expedited
Plaintiff alleges tortious interference with contract and unjust enrichment related to non-competition agreements entered into with certain of its drivers.
Plaintiff(s)
 
Defendant(s)
 
Date instituted
 
Court or agency currently pending in
CRST Expedited, Inc.
 
Swift Transportation Co. of Arizona LLC.
 
March 20, 2017
 
United States District Court for the Northern District of Iowa
Recent Developments and Current Status
In July 2019, a jury issued an adverse verdict in this lawsuit. The Company is reviewing all options including post-trial motions seeking to overturn the jury verdict and if necessary, an appeal. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020.
California Wage, Meal, and Rest Class Actions
The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements.
Plaintiff(s)
 
Defendant(s)
 
Date instituted
 
Court or agency currently pending in
John Burnell 1
 
Swift Transportation Co., Inc
 
March 22, 2010
 
United States District Court for the Central District of California
 
 
 
 
 
 
 
James R. Rudsell 1
 
Swift Transportation Co. of Arizona, LLC and Swift Transportation Company
 
April 5, 2012
 
United States District Court for the Central District of California
Recent Developments and Current Status
In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020.
Arizona Minimum Wage Class Action
The plaintiffs generally allege one or more of the following: 1) failure to minimum wage for the first day of orientation; 2) failure to pay minimum wage for time spent studying; 3) failure to pay minimum wage for 16 hours per day; and 4) failure to pay minimum wage for the first eight hours of sleeper berth time.
Plaintiff(s)
 
Defendant(s)
 
Date instituted
 
Court or agency currently pending in
Pamela Julian ¹
 
Swift Transportation Co., Inc. and Swift Transportation Co. of Arizona LLC
 
December 29, 2015
 
United States District Court for the District of Arizona
Recent Developments and Current Status
In December 2019, the court awarded damages for failure to pay minimum wage for 16 hours per day. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2020.
1
Individually and on behalf of all others similarly situated.

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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 January 2020, the court granted final approval of the settlement in this matter. In March 2020 the Company paid the settlement amount approved by the court. As of March 31, 2020, the Company has a reserve accrued for anticipated costs associated with finalizing this matter.
1
Individually and on behalf of all others similarly situated.
Self Insurance
Automobile Liability, General Liability, and Excess Liability Effective November 1, 2019, the Company has $130.0 million excess auto liability ("AL") coverage. For prior years, Swift and Knight maintained separately varying excess AL and general liability limits. During prior policy periods, Swift AL claims are subject to a $10.0 million self-insured retention ("SIR") per occurrence and Knight AL claims were subject to a $1.0 million to $3.0 million SIR per occurrence.  Additionally, Knight carries a $2.5 million aggregate deductible for any loss or losses within the $5.0 million excess of $5.0 million layer of coverage. Effective March 1, 2020, Knight and Swift retain the same $10.0 million SIR per occurrence.
Cargo Damage and Loss The Company is insured against cargo damage and loss with liability limits of $2.0 million per truck or trailer with a $10.0 million limit per occurrence. This coverage also includes a $1.0 million limit for tobacco loads and a $250 thousand deductible.
Workers' Compensation and Employers' Liability — The Company is self-insured for workers' compensation coverage. Swift maintains statutory coverage limits, subject to a $5.0 million SIR for each accident or disease. Effective March 1, 2019, Knight maintains statutory coverage limits, subject to a $2.0 million SIR for each accident or disease. Prior to March 1, 2019, the Knight SIR was $1.0 million per occurrence.
Medical — Knight maintains primary and excess coverage for employee medical expenses and hospitalization, with a $0.3 million self-insured retention per claimant. Through December 31, 2019, Swift was fully insured on its medical benefits (subject to contributed premiums). Effective January 1, 2020, Swift provides primary and excess coverage for employee medical expenses and hospitalization, with self-insured retention of $0.5 million per claimant to all employees.


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Note 12Share Repurchase Plan
On May 31, 2019, the Company announced that the Board approved the repurchase of up to $250.0 million worth of the Company's outstanding common stock (the "2019 Knight-Swift Share Repurchase Plan"), which replaced the previous share repurchase plan.

The following table presents the Company's repurchases of its common stock under the 2019 Knight-Swift Share Repurchase Plan, excluding advisory fees:
Share Repurchase Plan
 
Quarter Ended March 31, 2020
Board Approval Date
 
Authorized Amount
 
Shares
 
Amount
 
 
(in thousands)
May 30, 2019 ¹
 
$250,000
 
1,139

 
$
34,630

 
 
 
 
1,139

 
$
34,630

 
 
 
 
 
 
 
1
$199.0 million and $233.6 million remained available under the 2019 Knight-Swift Share Repurchase Plan as of March 31, 2020 and December 31, 2019, respectively.
 
Note 13Weighted Average Shares Outstanding
Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period.
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:
 
Quarter Ended March 31,
 
2020
 
2019
 
(In thousands)
Basic weighted average common shares outstanding
170,617

 
172,971

Dilutive effect of equity awards
665

 
637

Diluted weighted average common shares outstanding
171,282

 
173,608

Anti-dilutive shares excluded from diluted earnings per share ¹
256

 
997

1
Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented.


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Note 14Related Party Transactions
The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties:
 
Quarter Ended March 31,
 
2020
 
2019
 
Provided by Knight-Swift
 
Received by Knight-Swift
 
Provided by Knight-Swift
 
Received by Knight-Swift
 
(In thousands)
Freight Services:
 
 
 
 
 
 
 
Central Freight Lines ¹
$
6,816

 
$

 
$
3,116

 
$

SME Industries ¹

 

 
155

 

Total
$
6,816

 
$

 
$
3,271

 
$

Facility and Equipment Leases:
 
 
 
 
 
 
 
Central Freight Lines ¹
$

 
$
92

 
$
244

 
$
93

Other Affiliates ¹
5

 
73

 
4

 

Total
$
5

 
$
165

 
$
248

 
$
93

Other Services:
 
 
 
 
 
 
 
Central Freight Lines ¹
$
15

 
$

 
$

 
$

DPF Mobile ¹

 
12

 

 
44

Other Affiliates ¹
9

 

 
10

 
618

Total
$
24

 
$
12

 
$
10

 
$
662

 
 
 
 
 
 
 
 
1
Entities affiliated with former Board member Jerry Moyes include Central Freight Lines, SME Industries, Compensi Services, and DPF Mobile. "Other affiliates" includes entities that are associated with various board members and executives and require approval by the Board prior to completing transactions. Transactions with these entities include freight services, facility and equipment leases, equipment sales, and other services.
Freight Services Provided by Knight-Swift The Company charges each of these companies for transportation services.
Freight Services Received by Knight-Swift Transportation services received from Central Freight represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations.
Other Services Provided by Knight-Swift Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services.
Other Services Received by Knight-SwiftConsulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company.
Receivables and payables pertaining to related party transactions were:
 
March 31, 2020
 
December 31, 2019
 
Receivable
 
Payable
 
Receivable
 
Payable
 
(In thousands)
Central Freight Lines
$
5,703

 
$

 
$
2,872

 
$

SME Industries

 

 
17

 

DPF Mobile

 
5

 

 
2

Other Affiliates

 
2

 

 

Total
$
5,703

 
$
7

 
$
2,889

 
$
2

 
 
 
 
 
 
 
 


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



 
Note 15Information by Segment and Geography
Segment Information
The Company has three reportable segments: Trucking, Logistics, and Intermodal, as well as the non-reportable segments, discussed below. Based on how economic factors affect the nature, amount, timing, and uncertainty of revenue or cash flows, the Company disaggregates revenues by reportable segment for the purposes of applying the ASC Topic 606 guidance.
Trucking
The Trucking segment is comprised of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations.
Logistics
The Logistics segment is primarily comprised of brokerage and other freight management services.
Intermodal
The Intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with the Company's revenue for drayage to transport loads between the railheads and customer locations.
Non-reportable
The non-reportable segments include support services provided to the Company's customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).
Intersegment Eliminations
Certain operating segments provide transportation and related services for other affiliates outside of their reportable segments. For certain operating segments, such services are billed at cost, and no profit is earned. For the other operating segments, revenues for such services are based on negotiated rates, and are reflected as revenues of the billing segment. These rates are adjusted from time to time, based on market conditions. Such intersegment revenues and expenses are eliminated in Knight-Swift's consolidated results.
The following tables present the Company's financial information by segment:
 
Quarter Ended March 31,
 
2020
 
2019
Revenue:
(In thousands)
Trucking
$
919,061

 
$
973,245

Logistics
79,198

 
88,952

Intermodal
94,731

 
116,367

Subtotal
$
1,092,990

 
$
1,178,564

Non-reportable segments
46,242

 
37,764

Intersegment eliminations
(14,434
)
 
(11,793
)
Total revenue
$
1,124,798

 
$
1,204,535

 
 
 
 

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



 
Quarter Ended March 31,
 
2020
 
2019
Operating income (loss):
(In thousands)
Trucking
$
107,334

 
$
115,175

Logistics
3,719

 
7,283

Intermodal
(2,737
)
 
2,361

Subtotal
$
108,316

 
$
124,819

Non-reportable segments
(6,197
)
 
(8,520
)
Operating income
$
102,119

 
$
116,299

 
 
 
 
 
Quarter Ended March 31,
 
2020
 
2019
Depreciation and amortization of property and equipment:
(In thousands)
Trucking
$
93,548

 
$
84,510

Logistics
207

 
155

Intermodal
3,488

 
3,360

Subtotal
$
97,243

 
$
88,025

Non-reportable segments
12,978

 
12,912

Depreciation and amortization of property and equipment
$
110,221

 
$
100,937

 
 
 
 

Geographical Information
In the aggregate, total revenue from the Company's foreign operations was less than 5.0% of consolidated total revenue for the quarters ended March 31, 2020 and 2019. Additionally, long-lived assets on the Company's foreign subsidiary balance sheets were less than 5.0% of consolidated total assets as of March 31, 2020 and December 31, 2019.
 
Note 16Fair Value Measurement
ASC Topic 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of March 31, 2020 and December 31, 2019, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different.
The estimated fair values of the Company's financial instruments represent management's best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects management's own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances.
The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument.

24


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



Restricted Investments, Held-to-Maturity — The estimated fair value of the Company's restricted investments, held-to-maturity, is based on quoted prices in active markets that are readily and regularly obtainable. See Note 5 for additional disclosures regarding restricted investments, held-to-maturity.
Transportation Resource Partners — The estimated fair value of the Company's investments with Transportation Resource Partners are privately negotiated equity investments. The carrying amount of these investments approximates the fair value.
Equity Securities — The estimated fair value of the Company's investments in equity securities is based on quoted prices in active markets that are readily and regularly obtainable.
Debt Instruments and Leases — For notes payable under the Revolver and the Term Loan, fair value approximates the carrying value due to the variable interest rate. The carrying value of the 2018 RSA approximates fair value, as the underlying receivables are short-term in nature and only eligible receivables (such as those with high credit ratings) are qualified to secure the borrowed amounts. For finance and operating leases, the carrying value approximates the fair value, as the Company's finance and operating leases are structured to amortize in a manner similar to the depreciation of the underlying assets.
Other — Cash and cash equivalents, restricted cash, net accounts receivable, income tax refund receivable, and accounts payable represent financial instruments for which the carrying amount approximates fair value, as they are short-term in nature. These instruments are accordingly excluded from the disclosures below. All remaining balance sheet amounts excluded from the below are not considered financial instruments, subject to this disclosure.
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities: 
 
March 31, 2020
 
December 31, 2019
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
 
(In thousands)
Financial Assets:
 
 
 
 
 
 
 
Restricted investments, held-to-maturity ¹
$
8,836

 
$
8,806

 
$
8,912

 
$
8,915

TRP Investments
30,338

 
30,338

 
30,878

 
30,878

Investments in equity securities ²
9,843

 
9,843

 
8,722

 
8,722

 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
Term Loan, due October 2020 ³
$
364,883

 
$
365,000

 
$
364,825

 
$
365,000

2018 RSA, due July 2021 4
179,801

 
180,000

 
204,762

 
205,000

Revolver, due October 2022
294,000

 
294,000

 
279,000

 
279,000

 
 
 
 
 
 
 
 

1
Refer to Note 5 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity.
2
The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets.
3
The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – current portion," on the condensed consolidated balance sheets and is net of $0.1 million and $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019, respectively.
4
The carrying amount of the 2018 RSA is included in "Accounts receivable securitization," on the condensed consolidated balance sheets and is net of $0.2 million in deferred loan costs as of March 31, 2020 and December 31, 2019.

25


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED



Recurring Fair Value Measurements (Assets) The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a recurring basis as of March 31, 2020:
 
 
 
Fair Value Measurements at Reporting Date Using:
 
 
 
Estimated
Fair Value
 
Level 1 Inputs
 
Level 2 Inputs
 
Level 3 Inputs
 
Total Losses
 
(In thousands)
As of March 31, 2020
 
 
 
 
 
 
 
 
 
Investments in equity securities ¹
$
9,843

 
$
9,843

 
$

 
$

 
$
(5,279
)
 
 
 
 
 
 
 
 
 
 
As of December 31, 2019
 
 
 
 
 
 
 
 
 
Investments in equity securities ¹
$
8,722

 
$
8,722

 
$

 
$

 
$
(184
)
 
 
 
 
 
 
 
 
 
 
1
Total unrealized losses for these investments are included within "Other (expense) income, net" within the condensed consolidated statements of comprehensive income for the quarter ended March 31, 2020. The Company did not sell any equity investments during the quarters ended March 31, 2020 or 2019 and therefore did not realize any losses on these investments.
Recurring Fair Value Measurements (Liabilities) As of March 31, 2020 and December 31, 2019, there were no major categories of liabilities on the condensed consolidated balance sheets estimated at fair value that were measured on a recurring basis.
Nonrecurring Fair Value Measurements (Assets) The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of March 31, 2020 and December 31, 2019:
 
 
 
Fair Value Measurements at Reporting Date Using:
 
 
 
Estimated
Fair Value
 
Level 1 Inputs
 
Level 2 Inputs
 
Level 3 Inputs
 
Total Losses
 
(In thousands)
As of March 31, 2020
 
 
 
 
 
 
 
 
 
Equipment ¹
$
350

 
$

 
$
350

 
$

 
$
(902
)
 
 
 
 
 
 
 
 
 
 
As of December 31, 2019
 
 
 
 
 
 
 
 
 
Leasehold improvements ²
$

 
$

 
$

 
$

 
$
(2,182
)
Equipment ³
1,380

 

 
1,380

 

 
(870
)
Software 4

 

 

 

 
(434
)
 
 
 
 
 
 
 
 
 
 

1
During the first quarter of 2020, the Company incurred impairment charges which were associated with revenue equipment held for sale and trailer tracking systems.
2
During the second quarter of 2019, the Company incurred an impairment of leasehold improvements related to the early termination of a lease on one of its operating properties. This impairment was recorded in the Trucking segment.
3
During the fourth quarter of 2019, the Company incurred impairment charges which were associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. These impairments were allocated between the Logistics and non-reportable segments based on each segment’s use of the assets.
4
During the fourth quarter of 2019, the Company incurred impairment charges related to discontinued use of software systems. These impairments were allocated between the Logistics and non-reportable segments based on each segment's use of the assets.
Nonrecurring Fair Value Measurements (Liabilities) As of March 31, 2020 and December 31, 2019, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis.

26


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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 impacts of the COVID-19 global pandemic,
the future impact of acquisitions, 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,

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expected capital expenditures,
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," "outlook," 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 II, Item 1A "Risk Factors" of this Quarterly Report, Part I, Item 1A "Risk Factors" in our 2019 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 2019 Annual Report.

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Executive Summary
Impact of COVID-19
We continue to operate our business through the COVID-19 pandemic and have taken many additional precautions to ensure the safety of our employees, customers, vendors, and the communities in which we operate. Our diverse customer base has permitted us to balance our truckload capacity between customers with significant declines in volumes and those experiencing surges in demand for essential consumer products. We believe we are well-prepared for the sustainability of our business from a balance sheet perspective with a very conservative debt balance and a meaningful level of available liquidity, coupled with a conservative, cost-minded culture. We are fortunate that our multiple brands and diverse operating model have enabled us to rapidly adapt to the ever-changing economic environment. We believe we are well-positioned to navigate through these unprecedented times, while continuing to support our customers and ultimately the greater economy.
The COVID-19 pandemic, and efforts to contain it, has significantly affected the economy and the everyday lives of people around the world. Trucking has always been an essential service, which has become increasingly apparent as we partner with our customers to deliver vital goods to consumers throughout North America during these trying times. As part of our efforts to safeguard our employees and promote business continuity, we have taken many additional precautions to enhance the sanitization process of our equipment and properties, increase the social distancing of our employees by working remotely where possible, and provide our driving associates with essential provisions and enhanced bonus opportunities while they are over the road delivering freight for our customers. During the first quarter of 2020, we invested approximately $2.3 million of incremental expenses associated with our drivers and terminal employees to ensure safety and that communities received essential products. We expect to incur costs of a similar nature in the second quarter of 2020.
Refer to Part II, Item 1A "Risk Factors" of this Quarterly Report for more discussion about potential risks and uncertainties surrounding the COVID-19 pandemic that may impact our business, results of operations, or financial condition.
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 15 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, 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, warehousing, and certain driving academy activities, as well as certain corporate expenses

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


(such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions).
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 — Segment Review — 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 2019 Annual Report, and supplemented in Part II, Item 1A of this Quarterly Report, as well as in various disclosures in our press releases, stockholder reports, and other filings with the SEC.

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Key Financial Highlights and Operating Metrics
 
Quarter Ended March 31,
 
2020
 
2019
GAAP financial data:
(Dollars in thousands, except per share data)
Total revenue
$
1,124,798

 
$
1,204,535

Revenue, excluding trucking fuel surcharge ¹
$
1,027,095

 
$
1,096,956

Net income attributable to Knight-Swift
$
65,426

 
$
87,938

Diluted EPS
$
0.38

 
$
0.51

Operating Ratio
90.9
%
 
90.3
%
 
 
 
 
Non-GAAP financial data:
 
 
 
Adjusted Net Income Attributable to Knight-Swift ²
$
76,205

 
$
96,181

Adjusted EPS ²
$
0.44

 
$
0.55

Adjusted Operating Ratio ²
88.6
%
 
88.4
%
 
 
 
 
Revenue equipment:
 
 
 
Average tractors (Trucking segment only) ³
18,462

 
18,934

Average trailers 4
57,716

 
58,934

Average containers
9,856

 
9,866

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
The average age of our company-owned tractor fleet was 2.0 years in the first quarter of 2020, as compared to 2.1 years in the first quarter of 2019.
4
The average age of our trailer fleet was 7.6 years in the first quarter of 2020, as compared to 7.2 years in the first quarter of 2019.

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Market Trends and Company Performance
Trends and Outlook — The truckload freight environment remains competitive, amongst the impacts of the COVID-19 global pandemic. Evidence of capacity rationalization is mounting in the truckload industry, including impacts from trucking company business failures, lower Class 8 new truck orders, further weakening of Class 8 used tractor values, growing Class 8 used inventories, and contraction in trucking employment. Capacity rationalization has continued to accelerate, causing lower gains on sale of used revenue equipment in the trucking industry, which we have experienced as well. We expect that the uncertainty around the freight environment will continue throughout a large portion of the year.
As a result of the COVID-19 pandemic, the national unemployment rate began to rise, ending the first quarter of 2020 at 4.4%. The unemployment rate is expected to steadily rise throughout the majority of 2020. Driver sourcing generally continues to be a headwind for the trucking industry. Ongoing competition for driving academy graduates and experienced hires, as well as increased safety regulations, tend to hamper driver sourcing efforts throughout the industry. Given the overall uncertainties in the freight market, we anticipate that drivers may prefer to seek employment from larger trucking companies that are more financially secure than others. This may positively position our company in the driver sourcing environment in the remainder of 2020.
During the first quarter of 2020, the US economy contracted at its fastest pace, ending the longest US economic expansion on record. US gross domestic product, which is the broadest measure of goods and services produced across the economy, shrank by 4.8%1, per preliminary third-party forecasts. This trend is expected to continue, resulting in an expected annualized growth rate of approximately -4.0% to -5.0%2 for full-year 2020. The first quarter 2020 US employment cost index rose 2.8% and 0.8% on a year-over-year and sequential basis, respectively.
Despite declining rates over the past year amidst a challenging freight environment, which was further challenged by the effects of the COVID-19 pandemic, our Trucking segment showed resilience, generating an Adjusted Operating Ratio of 86.5% in the first quarter of 2020, which represents a 20 basis point improvement from the same quarter last year. Total miles per tractor increased by 0.2% in a volatile environment. Our Logistics segment produced an Adjusted Operating Ratio of 95.2% in the first quarter of 2020, primarily driven by a gross margin of 14.7% within our brokerage business. While rates and volumes across our reportable segments were pressured during the quarter, our focus on cost management contributed to operating efficiencies that helped mitigate some of the impacts from the uncertain economy, including a weaker used equipment market that negatively affected gain on sales of revenue equipment by $8.8 million (or $0.04 of earnings per diluted share, after taxes) on a year-over-year basis.
We anticipate that depreciation and amortization expense will increase and rental expense will correspondingly decrease, as a percentage of revenue excluding trucking fuel surcharge, as we intend to purchase, rather than lease, a majority of our revenue equipment in 2020. With significant tightening in the insurance markets, we may also experience changes in premiums and retention limits in 2020. We expect that our future fuel expenses will decrease as a result of the recently and rapidly deflating fuel prices. However, we believe any benefits experienced from lower fuel prices may be offset by reduced fuel surcharge revenues.
We continue to maintain our leverage ratio within our targeted range and remain committed to a strong capital structure, which we believe will position us for long-term success and enable us to pursue further opportunities for organic growth, growth through acquisitions, and other capital allocation opportunities. We do not foresee material liquidity constraints or any issues with our ongoing ability to meet our debt covenants.





________
1
Source: bea.gov
2
Source: kiplinger.com

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Comparison Between the Quarters Ended March 31, 2020 and 2019The $22.5 million decrease in net income attributable to Knight-Swift to $65.4 million during the quarter ended March 31, 2020 from $87.9 million during the same period last year includes the following:
Contributor — $7.8 million decrease in operating income within our Trucking Segment was primarily due to an $8.8 million reduction in gain on sales of revenue equipment, which was partially offset by a 3.2% decrease in operating expenses per total mile driven.
Contributor — $5.1 million change from operating income to operating loss in our Intermodal Segment due to continued market pressures, including the impact of the COVID-19 pandemic.
Contributor — $11.6 million unfavorable change in "Total other (expense) income, net," primarily attributed to unrealized losses in the first quarter of 2020 from our various equity investments, including our investments in TRP, as well as a $2.5 million unfavorable change associated with foreign currency fluctuations within our Mexico operations.
Offset — $3.4 million decrease in consolidated income tax expense was primarily due to a decrease in earnings. During the first quarter of 2020, we recognized discrete items related to an increase in unfavorable foreign currency fluctuations, which was partially offset by an increase in stock compensation deductions. During the first quarter of 2019, we recognized discrete items related to a reduction in our reserve for uncertain tax positions and stock compensation deductions. All of these factors resulted in an effective tax rate of 27.2% for the first quarter of 2020 and 24.0% for the first quarter of 2019.
See additional discussion of our operating results within "Results of Operations — Consolidated Operating and Other Expenses" below.
Liquidity and Capital — During the quarter ended March 31, 2020, we generated $155.3 million in cash flows from operations, used $75.7 million for capital expenditures (net of equipment sales proceeds), reduced our operating lease liabilities by $11.4 million, repurchased $34.6 million worth of our common stock, and returned $14.0 million to our stockholders in the form of quarterly dividends. We ended the quarter with $119.1 million in unrestricted cash and cash equivalents, $294.0 million outstanding on the Revolver, $365.0 million face value outstanding on the Term Loan, and $5.7 billion of stockholders' equity. We remain committed to a strong capital structure, which we believe will position us for long-term success and enable us to pursue further opportunities for organic growth and growth through acquisition.
See discussion under "Liquidity and Capital Resources" and "Off-Balance Sheet Arrangements" for additional information.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Results of Operations — Segment Review
The Company has three reportable segments: Trucking, Logistics, and Intermodal, as well as certain non-reportable segments. Refer to Note 15 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 (Loss)
 
Quarter Ended March 31,
 
2020
 
2019
Revenue:
(In thousands)
Trucking
$
919,061

 
$
973,245

Logistics
79,198

 
88,952

Intermodal
94,731

 
116,367

Subtotal
$
1,092,990

 
$
1,178,564

Non-reportable segments
46,242

 
37,764

Intersegment eliminations
(14,434
)
 
(11,793
)
Total revenue
$
1,124,798

 
$
1,204,535

 
 
 
 

 
Quarter Ended March 31,
 
2020
 
2019
Operating income (loss):
(In thousands)
Trucking
$
107,334

 
$
115,175

Logistics
3,719

 
7,283

Intermodal
(2,737
)
 
2,361

Subtotal
$
108,316

 
$
124,819

Non-reportable segments
(6,197
)
 
(8,520
)
Operating income
$
102,119

 
$
116,299

 
 
 
 

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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 miles traveled with loaded trailer cargo per order
Non-paid Empty Miles Percentage
 
Trucking
 
Percentage of miles without trailer cargo
Average Tractors
 
Trucking, Intermodal
 
Average tractors in operation during the period including company tractors and tractors provided by independent contractors
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.
Non-GAAP 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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Segment Review
Trucking Segment
We generate revenue in the Trucking segment primarily through irregular route, dedicated, 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 Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands, except per tractor data)
 
Total revenue
$
919,061

 
$
973,245

 
(5.6
 %)
Revenue, excluding fuel surcharge and intersegment transactions
$
821,084

 
$
865,630

 
(5.1
 %)
GAAP: Operating income
$
107,334

 
$
115,175

 
(6.8
 %)
Non-GAAP: Adjusted Operating Income ¹
$
110,805

 
$
115,524

 
(4.1
 %)
Average revenue per tractor ²
$
44,474

 
$
45,718

 
(2.7
 %)
GAAP: Operating ratio ²
88.3
%
 
88.2
%
 
10
 bps
Non-GAAP: Adjusted Operating Ratio ¹ ²
86.5
%
 
86.7
%
 
(20
 bps)
Non-paid empty miles percentage ²
12.8
%
 
12.9
%
 
(10
 bps)
Average length of haul (miles) ²
428

 
429

 
(0.2
 %)
Total miles per tractor ²
22,568

 
22,523

 
0.2
 %
Average tractors ² ³
18,462

 
18,934

 
(2.5
 %)
Average trailers ²
57,716

 
58,934

 
(2.1
 %)
1
Refer to "Non-GAAP Financial Measures" below.
2
Defined under "Operating Statistics," above.
3
Includes 16,339 and 16,208 average company-owned tractors for the quarter ended March 31, 2020 and 2019, respectively.
Comparison Between the Quarters Ended March 31, 2020 and 2019 Operating Ratio was 88.3% in the first quarter of 2020 compared to 88.2% in the first quarter of 2019. We improved the Adjusted Operating Ratio within this segment to 86.5% in the first quarter of 2020 from 86.7% in the first quarter of 2019, despite an $8.8 million reduction in gain on sales of revenue equipment. Our cost control efforts contributed to a 3.2% decrease in operating expenses per total miles driven. Average revenue per tractor decreased by 2.7%, primarily as a result of a 3.1% decrease in revenue per loaded mile, excluding fuel surcharge and intersegment transactions.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


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. 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 Ended March 31,
 
Increase (Decrease)

 
2020
 
2019
 
 
(Dollars in thousands, except per load data)
 
Total revenue
$
79,198

 
$
88,952

 
(11.0
 %)
Revenue, excluding intersegment transactions
$
76,757

 
$
87,191

 
(12.0
 %)
Operating income
$
3,719

 
$
7,283

 
(48.9
 %)
Revenue per load – Brokerage only ¹
$
1,378

 
$
1,432

 
(3.8
 %)
Gross margin percentage – Brokerage only ¹
14.7
%
 
17.8
%
 
(310
 bps)
GAAP: Operating ratio ¹
95.3
%
 
91.8
%
 
350
 bps
Non-GAAP: Adjusted Operating Ratio ¹ ²
95.2
%
 
91.6
%
 
360
 bps
1
Defined under "Operating Statistics," above.
2
Refer to "Non-GAAP Financial Measures" below.
Comparison Between the Quarters Ended March 31, 2020 and 2019 Operating Ratio was 95.3% in the first quarter of 2020 compared to 91.8% in the first quarter of 2019. Adjusted Operating Ratio in the Logistics segment (which primarily consists of our brokerage services) increased to 95.2% in the first quarter of 2020 from 91.6% in the first quarter of 2019.
Brokerage-only — Brokerage gross margin decreased to 14.7% in the first quarter of 2020 from 17.8% in the first quarter of 2019. A 6.5% decrease in brokerage load volumes and a 3.8% decrease in brokerage revenue per load resulted in a 10.0% decrease in brokerage revenue, excluding intersegment transactions.

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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 company tractors related to drayage, containers, and chassis, as well as non-driver employee compensation and benefits.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands, except per load data)
 
Total revenue
$
94,731

 
$
116,367

 
(18.6
 %)
Revenue, excluding intersegment transactions
$
94,622

 
$
115,677

 
(18.2
 %)
GAAP: Operating (loss) income
$
(2,737
)
 
$
2,361

 
(215.9
 %)
Non-GAAP: Adjusted Operating (Loss) Income
$
(2,689
)
 
$
2,361

 
(213.9
 %)
Average revenue per load ¹
$
2,314

 
$
2,456

 
(5.8
 %)
GAAP: Operating ratio ¹
102.9
%
 
98.0
%
 
490
 bps
Non-GAAP: Adjusted Operating Ratio ¹ ²
102.8
%
 
98.0
%
 
480
 bps
Load count
40,889

 
47,109

 
(13.2
 %)
Average tractors ¹ ³
601

 
693

 
(13.3
 %)
Average containers ¹
9,856

 
9,866

 
(0.1
 %)
1
Defined under "Operating Statistics," above.
2
Refer to "Non-GAAP Financial Measures" below.
3
Includes 536 and 613 company-owned tractors for the quarters ended March 31, 2020 and 2019, respectively.
Comparison Between the Quarters Ended March 31, 2020 and 2019 Operating Ratio was 102.9% in the first quarter of 2020 compared to 98.0% in the first quarter of 2019. During the first quarter of 2020, our Intermodal segment produced an Adjusted Operating Ratio of 102.8%, compared to 98.0% during the first quarter of 2019. Continued market pressures, including the impact of the COVID-19 pandemic, contributed to an 18.2% decrease in revenue, excluding intersegment transactions, as load counts decreased 13.2% and revenue per load decreased 5.8%.
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, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and $11.2 million in quarterly amortization of intangibles related to the 2017 Merger and various acquisitions).
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Total revenue
$
46,242

 
$
37,764

 
22.4
 %
Operating loss
$
(6,197
)
 
$
(8,520
)
 
(27.3
 %)
Comparison Between the Quarters Ended March 31, 2020 and 2019 The decrease in operating loss within the non-reportable segments was driven by additional operating income earned from warehousing activities in the first quarter of 2020, which was partially offset by losses from less revenue generated from support services provided to our independent contractors.

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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.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Salaries, wages, and benefits
$
354,833

 
$
363,855

 
(2.5
 %)
% of total revenue
31.5
%
 
30.2
%
 
130
 bps
% of revenue, excluding trucking fuel surcharge
34.5
%
 
33.2
%
 
130
 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 a significant 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. We expect driving associate pay to remain inflationary, which could result in additional driving associate pay increases in the future.
Comparison Between Quarters Ended March 31, 2020 and 2019 The $9.0 million decrease within consolidated salaries, wages and benefits was primarily attributed to decreases in company driving associate wages based on the mix of company miles driven, favorable developments within workers' compensation expense, as well as lower medical insurance costs. These decreases were partially offset by incremental payroll premiums paid to our company driving associates and shop technicians in response to the COVID-19 pandemic. The COVID-19 expenses were clearly separable from our normal business operations and are not expected to recur once the pandemic subsides.

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Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Fuel
$
121,855

 
$
138,439

 
(12.0
 %)
% of total revenue
10.8
%
 
11.5
%
 
(70
 bps)
% of revenue, excluding trucking fuel surcharge
11.9
%
 
12.6
%
 
(70
 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 Quarters Ended March 31, 2020 and 2019 The $16.6 million decrease in consolidated fuel expense is primarily due to a decrease in average DOE fuel prices to $2.92 per gallon for the quarter ended March 31, 2020 from $3.02 per gallon for the quarter ended March 31, 2019, which was partially offset by a 2.8% increase in the total miles driven by company driving associates.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Operations and maintenance
$
68,404

 
$
79,760

 
(14.2
 %)
% of total revenue
6.1
%
 
6.6
%
 
(50
 bps)
% of revenue, excluding trucking fuel surcharge
6.7
%
 
7.3
%
 
(60
 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 2020, 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 decrease of $11.4 million in consolidated operations and maintenance expense was attributed to reduced maintenance expense associated with refreshing our fleet with newer equipment, partially offset by the 2.8% increase in miles driven by company driving associates noted above.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Insurance and claims
$
54,280

 
$
50,136

 
8.3
 %
% of total revenue
4.8
%
 
4.2
%
 
60
 bps
% of revenue, excluding trucking fuel surcharge
5.3
%
 
4.6
%
 
70
 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 limits 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-insured retention limits, as well as a tightening of excess insurance markets, may cause our consolidated insurance and claims expense to fluctuate more.
Consolidated insurance and claims expense increased by $4.1 million for the quarter ended March 31, 2020, as compared to the same period last year. This increase was primarily due to negative development within certain prior year losses partially offset by improvements within our current year experience as a result of lower frequency and severity in claims, as well as a decrease in total miles driven year over year.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Operating taxes and licenses
$
22,169

 
$
21,803

 
1.7
 %
% of total revenue
2.0
%
 
1.8
%
 
20
 bps
% of revenue, excluding trucking fuel surcharge
2.2
%
 
2.0
%
 
20
 bps
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 increased by $0.4 million for the quarter ended March 31, 2020, as compared to the same period last year, but remained relatively flat as a percentage of revenue, excluding trucking fuel surcharge.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Communications
$
4,874

 
$
5,083

 
(4.1
 %)
% of total revenue
0.4
%
 
0.4
%
 

% of revenue, excluding trucking fuel surcharge
0.5
%
 
0.5
%
 

Communications expense is comprised of costs associated with our tractor and trailer tracking systems, information technology systems, and phone systems.
Consolidated communications expense remained flat as a percentage of revenue, excluding trucking fuel surcharge for the quarter ended March 31, 2020, as compared to the same period last year.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Depreciation and amortization of property and equipment
$
110,221

 
$
100,937

 
9.2
 %
% of total revenue
9.8
%
 
8.4
%
 
140
 bps
% of revenue, excluding trucking fuel surcharge
10.7
%
 
9.2
%
 
150
 bps
Depreciation relates primarily to our owned tractors, trailers, buildings, electronic logging devices, 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 Quarters Ended March 31, 2020 and 2019 The $9.3 million increase in consolidated depreciation and amortization of property and equipment is primarily 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 currently do not plan to use operating leases as a primary means of funding our equipment purchases in the remainder of 2020.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Amortization of intangibles
$
11,474

 
$
10,693

 
7.3
 %
% of total revenue
1.0
%
 
0.9
%
 
10
 bps
% of revenue, excluding trucking fuel surcharge
1.1
%
 
1.0
%
 
10
 bps
Amortization of intangibles relates to intangible assets identified with the 2017 Merger and other acquisitions. See Note 7 in Part I, Item 1, of this Quarterly Report for further details regarding the Company's intangible assets. The $0.8 million quarter over quarter increase in amortization of intangibles was attributed to an acquisition completed on January 1, 2020. See Note 4 in Part I, Item 1, of this Quarterly Report for more details regarding details of our acquisitions.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Rental expense
$
25,375

 
$
35,545

 
(28.6
 %)
% of total revenue
2.3
%
 
3.0
%
 
(70
 bps)
% of revenue, excluding trucking fuel surcharge
2.5
%
 
3.2
%
 
(70
 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 $10.2 million for the quarter ended March 31, 2020, as compared to the same period last year. This was primarily due to increasing our ratio of owned versus leased equipment.

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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 currently do not plan to use operating leases as a primary means of funding our equipment purchases in the remainder of 2020.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Purchased transportation
$
225,276

 
$
269,349

 
(16.4
 %)
% of total revenue
20.0
%
 
22.4
%
 
(240
 bps)
% of revenue, excluding trucking fuel surcharge
21.9
%
 
24.6
%
 
(270
 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 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 $44.1 million for the quarter ended March 31, 2020, as compared to the same period last year. This was primarily due to a decrease in miles driven by independent contractors of 22.5% and lower purchased transportation expense from third-party carrier activities in our Logistics and Intermodal segments.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Impairments
$
902

 
$

 
100.0

Comparison Between Quarters Ended March 31, 2020 and 2019 We incurred impairment charges associated with revenue equipment held for sale and trailer tracking systems.
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Miscellaneous operating expenses
$
23,016

 
$
12,636

 
82.1
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 Quarters Ended March 31, 2020 and 2019 The $10.4 million increase in net consolidated miscellaneous operating expenses is primarily due to an $8.8 million decrease in gain on sales of equipment.

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Consolidated Other Expenses, net
 
Quarter Ended March 31,
 
Increase (Decrease)
 
2020
 
2019
 
 
(Dollars in thousands)
 
Interest expense
$
6,107

 
$
7,348

 
(16.9
%)
Other expense (income), net
6,507

 
(6,139
)
 
(206.0
%)
Income tax expense
24,554

 
27,923

 
(12.1
%)
Interest expense — Interest expense is comprised of debt and finance lease interest expense as well as amortization of deferred loan costs. The decrease in interest expense is primarily due to lower overall interest rates, partially offset by higher overall debt balances.
Other expense (income), net — Other expense (income), net is primarily comprised of unrealized (gains) and losses from our various equity investments, including our TRP investments accounted for under the equity method, as well as certain other non-operating income and expense items that may arise outside of the normal course of business. The $12.6 million unfavorable change is primarily attributed to unrealized losses in the first quarter of 2020 from our various equity investments, including our investments in TRP, as well as a $2.5 million unfavorable change associated with foreign currency fluctuations within our Mexico operations.
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 Quarters Ended March 31, 2020 and 2019 The $3.4 million decrease in consolidated income tax expense was primarily due to a decrease in earnings. During the first quarter of 2020, we recognized discrete items related to an increase in unfavorable foreign currency fluctuations, which was partially offset by an increase in stock compensation deductions. During the first quarter of 2019, we recognized discrete items related to a reduction in our reserve for uncertain tax positions and stock compensation deductions. All of these factors resulted in an effective tax rate of 27.2% for the first quarter of 2020 and 24.0% for the first quarter of 2019.


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Non-GAAP Financial Measures
The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted EPS," "Adjusted Operating Income," 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, Adjusted Operating Income, 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, Adjusted Operating Income, 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, GAAP reportable segment operating income to non-GAAP reportable segment Adjusted Operating Income, and GAAP reportable segment operating ratio to non-GAAP reportable segment Adjusted Operating Ratio.
Non-GAAP Reconciliation:
Consolidated Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS
 
Quarter Ended March 31,
 
2020
 
2019
 
(In thousands)
GAAP: Net income attributable to Knight-Swift
$
65,426

 
$
87,938

Adjusted for:
 
 
 
Income tax expense attributable to Knight-Swift
24,554

 
27,923

Income before income taxes attributable to Knight-Swift
89,980

 
115,861

Amortization of intangibles ¹
11,474

 
10,693

Impairments ²
902

 

COVID-19 incremental costs 3
2,293

 

Adjusted income before income taxes
104,649

 
126,554

Provision for income tax expense at effective rate
(28,444
)
 
(30,373
)
Non-GAAP: Adjusted Net Income Attributable to Knight-Swift
$
76,205

 
$
96,181

 
 
 
 

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Note: Since the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
 
Quarter Ended March 31,
 
2020
 
2019
GAAP: Earnings per diluted share
$
0.38

 
$
0.51

Adjusted for:
 
 
 
Income tax expense attributable to Knight-Swift
0.14

 
0.16

Income before income taxes attributable to Knight-Swift
0.53

 
0.67

Amortization of intangibles ¹
0.07

 
0.06

Impairments ²
0.01

 

COVID-19 incremental costs ³
0.01

 

Adjusted income before income taxes
0.61

 
0.73

Provision for income tax expense at effective rate
(0.17
)
 
(0.17
)
Non-GAAP: Adjusted EPS
$
0.44

 
$
0.55

 
 
 
 
1
"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger and various acquisitions. Refer to Note 4 in Part I, Item 1 of this Quarterly Report for additional details regarding the acquisition.
2
"Impairments" primarily reflects the non-cash impairment of trailer tracking equipment.
3
"COVID-19 incremental costs" reflects costs incurred during the first quarter of 2020 that were directly attributable to the pandemic and were incremental to those incurred prior to the outbreak. These include payroll premiums paid to our drivers and shop mechanics, additional disinfectants and cleaning supplies, and various other pandemic-specific items. The costs are clearly separable from our normal business operations and are not expected to recur once the pandemic subsides.
Non-GAAP Reconciliation: Consolidated Adjusted Operating Income and Adjusted Operating Ratio
 
Quarter Ended March 31,
 
2020
 
2019
GAAP Presentation
(Dollars in thousands)
Total revenue
$
1,124,798

 
$
1,204,535

Total operating expenses
(1,022,679
)
 
(1,088,236
)
Operating income
$
102,119

 
$
116,299

Operating ratio
90.9
%
 
90.3
%
 
 
 
 
Non-GAAP Presentation
 
 
 
Total revenue
$
1,124,798

 
$
1,204,535

Trucking fuel surcharge
(97,703
)
 
(107,579
)
Revenue, excluding trucking fuel surcharge
1,027,095

 
1,096,956

 
 
 
 
Total operating expenses
1,022,679

 
1,088,236

Adjusted for:
 
 
 
Trucking fuel surcharge
(97,703
)
 
(107,579
)
Amortization of intangibles ¹
(11,474
)
 
(10,693
)
Impairments ²
(902
)
 

COVID-19 incremental costs ³
(2,293
)
 

Adjusted Operating Expenses
910,307

 
969,964

Adjusted Operating Income
$
116,788

 
$
126,992

Adjusted Operating Ratio
88.6
%
 
88.4
%
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.
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Non-GAAP Reconciliation: Reportable Segment Adjusted Operating Income and Adjusted Operating Ratio
Trucking Segment
 
Quarter Ended March 31,
 
2020
 
2019
GAAP Presentation
(Dollars in thousands)
Total revenue
$
919,061

 
$
973,245

Total operating expenses
(811,727
)
 
(858,070
)
Operating income
$
107,334

 
$
115,175

Operating ratio
88.3
%
 
88.2
%
 
 
 
 
Non-GAAP Presentation
 
 
 
Total revenue
$
919,061

 
$
973,245

Fuel surcharge
(97,703
)
 
(107,579
)
Intersegment transactions
(274
)
 
(36
)
Revenue, excluding fuel surcharge and intersegment transactions
821,084

 
865,630

 
 
 
 
Total operating expenses
811,727

 
858,070

Adjusted for:
 
 
 
Fuel surcharge
(97,703
)
 
(107,579
)
Intersegment transactions
(274
)
 
(36
)
Amortization of intangibles ¹
(324
)
 
(349
)
Impairments ²
(902
)
 

COVID-19 incremental costs ³
(2,245
)
 

Adjusted Operating Expenses
710,279

 
750,106

Adjusted Operating Income
$
110,805

 
$
115,524

Adjusted Operating Ratio
86.5
%
 
86.7
%
1
"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the Abilene Acquisition and historical Knight acquisitions.
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.
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Logistics Segment
 
Quarter Ended March 31,
 
2020
 
2019
GAAP Presentation
(Dollars in thousands)
Total revenue
$
79,198

 
$
88,952

Total operating expenses
(75,479
)
 
(81,669
)
Operating income
$
3,719

 
$
7,283

Operating ratio
95.3
%
 
91.8
%
 
 
 
 
Non-GAAP Presentation
 
 
 
Total revenue
$
79,198

 
$
88,952

Intersegment transactions
(2,441
)
 
(1,761
)
Revenue, excluding intersegment transactions
76,757

 
87,191

 
 
 
 
Total operating expenses
75,479

 
81,669

Adjusted for:
 
 
 
Intersegment transactions
(2,441
)
 
(1,761
)
Adjusted Operating Expenses
73,038

 
79,908

Adjusted Operating Income
$
3,719

 
$
7,283

Adjusted Operating Ratio
95.2
%
 
91.6
%
Intermodal Segment
 
Quarter Ended March 31,
 
2020
 
2019
GAAP Presentation
(Dollars in thousands)
Total revenue
$
94,731

 
$
116,367

Total operating expenses
(97,468
)
 
(114,006
)
Operating (loss) income
$
(2,737
)
 
$
2,361

Operating ratio
102.9
%
 
98.0
%
 
 
 
 
Non-GAAP Presentation
 
 
 
Total revenue
$
94,731

 
$
116,367

Intersegment transactions
(109
)
 
(690
)
Revenue, excluding intersegment transactions
94,622

 
115,677

 
 
 
 
Total operating expenses
97,468

 
114,006

Adjusted for:
 
 
 
Intersegment transactions
(109
)
 
(690
)
COVID-19 incremental costs ¹
(48
)
 

Adjusted Operating Expenses
97,311

 
113,316

Adjusted Operating (Loss) Income
$
(2,689
)
 
$
2,361

Adjusted Operating Ratio
102.8
%
 
98.0
%
1
See Non-GAAP Reconciliation: Consolidated Adjusted Net Income Attributable to Knight-Swift footnote 3.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
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Liquidity and Capital Resources
Sources of Liquidity
Our primary sources of liquidity are funds provided by operations and the following:
Source
 
March 31, 2020
 
 
(In thousands)
Cash and cash equivalents, excluding restricted cash
 
$
119,132

Availability under Revolver, due October 2022 ¹
 
474,906

Availability under 2018 RSA, due July 2021 ²
 
27,659

Total unrestricted liquidity
 
$
621,697

Cash and cash equivalents – restricted ³
 
40,972

Restricted investments, held-to-maturity, amortized cost ³
 
8,836

Total liquidity, including restricted cash and restricted investments
 
$
671,505

 
 
 
1
As of March 31, 2020, we had $294.0 million in borrowings under our $800.0 million Revolver. We additionally had $31.1 million in outstanding letters of credit (discussed below), leaving $474.9 million available under the Revolver.
2
Based on eligible receivables at March 31, 2020, our borrowing base for the 2018 RSA was $276.5 million, while outstanding borrowings were $180.0 million. We additionally had $68.8 million in outstanding letters of credit (discussed below), leaving $27.7 million available under the 2018 RSA. Refer to Note 9 in Part I, Item 1 of this Quarterly Report for more information regarding 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 $39.8 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.
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 $515.0$540.0 million for the full-year 2020. 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.

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Principal and Interest Payments — As of March 31, 2020, we had debt and finance lease obligations of $906.7 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 and 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 March 31, 2020, the Company had $199.0 million remaining under the 2019 Knight-Swift Share Repurchase Plan. Additional details are discussed in Note 12 in Part I, Item 1 of this Quarterly Report.
Working Capital
As of March 31, 2020 and December 31, 2019, we had working capital deficits of $140.8 million and $103.0 million, respectively. The deficits were primarily due to the Term Loan maturing on October 2, 2020. We intend to refinance the Term Loan prior to its maturity.
Material Debt Agreements
As of March 31, 2020, we had $906.7 million in material debt obligations at the following carrying values:
$364.9 million: Term Loan, due October 2020, net of $0.1 million in deferred loan costs
$179.8 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.2 million in deferred loan costs
$68.0 million: Finance lease obligations
$294.0 million: Revolver, due October 2022
As of December 31, 2019, we had $918.8 million in material debt obligations at the following carrying values:
$364.8 million: Term Loan, due October 2020, net of $0.2 million in deferred loan costs
$204.8 million: 2018 RSA outstanding borrowings, due July 2021, net of $0.2 million in deferred loan costs
$70.2 million: Finance lease obligations
$279.0 million: Revolver, due October 2022.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED


Cash Flow Analysis
 
Quarter Ended March 31,
 
Change
 
2020
 
2019
 
 
(In thousands)
 
Net cash provided by operating activities
$
155,343

 
$
243,452

 
$
(88,109
)
Net cash used in investing activities
(125,582
)
 
(44,721
)
 
(80,861
)
Net cash used in financing activities
(71,885
)
 
(217,784
)
 
145,899

Net Cash Provided by Operating Activities
Comparison Between Quarters Ended March 31, 2020 and 2019The $88.1 million decrease in net cash provided by operating activities was primarily due to a $93.4 million cash settlement paid during the first quarter of 2020, associated with pre-2017 Merger legal matters that were previously accrued and disclosed by Swift.
Net Cash Used in Investing Activities
Comparison Between Quarters Ended March 31, 2020 and 2019The $80.9 million increase in net cash used in investing activities was due to a $46.8 million increase in net cash used for acquisitions and a $26.6 million increase in capital expenditures.
Net Cash Used in Financing Activities
Comparison Between Quarters Ended March 31, 2020 and 2019Net cash used in financing activities decreased by $145.9 million, which was primarily due to a $150.0 million increase in net borrowings on the Revolver.
Contractual Obligations
"Liquidity and Capital Resources," above, includes details regarding changes in our contractual obligations table during the quarter ended March 31, 2020 period. Aside from these items, there were no material changes to the contractual obligations table, which was included in our 2019 Annual Report.
Off Balance Sheet Arrangements
Information about our off balance sheet arrangements is included in Note 10 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.

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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 quarter ended March 31, 2020.
Note 3 for accounting pronouncements issued during quarter ended March 31, 2020.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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 2.0% as of March 31, 2020) and fixed rate equipment lease financing. Assuming the level of borrowings as of March 31, 2020, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by $8.4 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 decreased to an average of $2.92 for quarter ended March 31, 2020 from an average of $3.02 for quarter ended March 31, 2019. 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 March 31, 2020, 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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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

PART II OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
Information about our legal proceedings is included in Note 11 of the notes to our condensed consolidated financial statements, included in Part I, Item 1, of this Quarterly Report for the period ended March 31, 2020, 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 2019 Annual Report, in the section entitled "Item 1A. Risk Factors," describes some of the risks and uncertainties associated with our business. In addition to the risk factors set forth in our Form 10-K, we believe the following additional risks and uncertainties should be considered in evaluating our business and growth outlook:
Our business and results of operations have been and will be, and our financial condition may be, impacted by the outbreak of COVID-19 or other similar outbreaks, and such impact could be materially adverse.
The global spread of the novel coronavirus (COVID-19) has created, and any other outbreaks of similar contagious diseases or other adverse public health developments could create, significant volatility, uncertainty and economic disruption. It is likely that the current outbreak or continued spread of COVID-19 will cause an economic slowdown, and it is possible that it could trigger a global recession. Risks related to a slowdown or recession are described in our risk factor titled “Our business is subject to general economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a materially adverse effect on our results of operations” under "Item 1A. Risk Factors" in our 2019 Annual Report. The extent to which the COVID-19 outbreak or any other outbreak of disease or adverse public health development impacts our business, operations, liquidity, and financial results is highly uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including:
the duration and geographic scope of the outbreak;
current and potential governmental, business and individual actions taken in response to the outbreak, such as travel bans and restrictions, quarantines, shelter in place orders, social distancing measures, increased border and port controls and closures, and shutdowns, the length, scope, and severity of those actions, and the impact of those actions on global economic activity;
the actions taken in response to economic disruption or demand uncertainty;
expenses we may incur in connection with our response to the pandemic;
the impact of business disruptions on the supply chain and our customers and the resulting impact on our customers' demand for our services;
our customers' ability to pay for our services;
the impact on the availability and cost of credit;
our ability to provide our services, including as a result of our employees or our customers’ employees working remotely, closures of offices and facilities, and/or an increase in absences or terminations among our driving associates and non-driver personnel; and
our ability to pay our quarterly dividend at prior levels.

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KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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
January 1, 2020 to January 31, 2020

 
$

 

 
$
233,607,968

February 1, 2020 to February 29, 2020

 
$

 

 
$
233,607,968

March 1, 2020 to March 31, 2020
1,138,637

 
$
30.41

 
1,138,637

 
$
198,977,224

Total
1,138,637

 

 
1,138,637

 
$
198,977,224

 
 
 
 
 
 
 
 
1
On May 31, 2019, the Company announced that the Board approved the $250.0 million 2019 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.

55


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

ITEM 6.
EXHIBITS
Exhibit Number
 
Description
  
Page or Method of Filing
 
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
 
  
 
 
 
 
 
101.INS
 
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
 
 
 
 
 
 
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
 
 
 
 
 
104
 
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
 
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.


56


KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.

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: 
May 6, 2020
 
/s/ David A. Jackson
 
 
 
 
 
David A. Jackson
 
 
 
 
 
Chief Executive Officer and President, in his capacity as
 
 
 
 
 
such and on behalf of the registrant
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: 
May 6, 2020
 
/s/ Adam W. Miller
 
 
 
 
 
Adam W. Miller
 
 
 
 
 
Chief Financial Officer, in his capacity as such and on
 
 
 
 
 
behalf of the registrant
 
 
 
 
 
 
 

57