Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 28, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35007 | |
Entity Registrant Name | Knight-Swift Transportation Holdings Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5589597 | |
Entity Address, Address Line One | 20002 North 19th Avenue | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85027 | |
City Area Code | 602 | |
Local Phone Number | 269-2000 | |
Title of 12(b) Security | Common Stock $0.01 Par Value | |
Trading Symbol | KNX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 165,510,658 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001492691 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 194,650 | $ 156,699 | |
Cash and cash equivalents – restricted | [1] | 47,867 | 39,328 |
Restricted investments, held-to-maturity, amortized cost | [2] | 8,954 | 9,001 |
Trade receivables, net of allowance for doubtful accounts of $21,797 and $22,093, respectively | 584,011 | 578,479 | |
Contract balance – revenue in transit | 20,104 | 14,560 | |
Prepaid expenses | 66,278 | 71,649 | |
Assets held for sale | 20,835 | 29,756 | |
Income tax receivable | 31 | 2,903 | |
Other current assets | 21,015 | 20,988 | |
Total current assets | 963,745 | 923,363 | |
Gross property and equipment | 4,286,833 | 4,223,348 | |
Less: accumulated depreciation and amortization | (1,311,189) | (1,230,696) | |
Property and equipment, net | 2,975,644 | 2,992,652 | |
Operating lease right-of-use-assets | 95,658 | 113,296 | |
Goodwill | 2,958,709 | 2,922,964 | |
Intangible assets, net | 1,393,346 | 1,389,245 | |
Other long-term assets | 132,373 | 126,482 | |
Total assets | 8,519,475 | 8,468,002 | |
Current liabilities: | |||
Accounts payable | 126,918 | 101,001 | |
Accrued payroll and purchased transportation | 182,106 | 160,888 | |
Accrued liabilities | 143,168 | 88,894 | |
Claims accruals – current portion | 174,678 | 174,928 | |
Finance lease liabilities and long-term debt – current portion | 85,035 | 52,583 | |
Operating lease liabilities – current portion | 37,577 | 47,496 | |
Accounts receivable securitization – current portion | 198,957 | 213,918 | |
Total current liabilities | 948,439 | 839,708 | |
Revolving line of credit | 115,000 | 210,000 | |
Long-term debt – less current portion | 299,063 | 298,907 | |
Finance lease liabilities – less current portion | 127,341 | 138,243 | |
Operating lease liabilities – less current portion | 62,549 | 69,852 | |
Claims accruals – less current portion | 174,766 | 174,814 | |
Deferred tax liabilities | 797,019 | 815,941 | |
Other long-term liabilities | 45,960 | 48,497 | |
Total liabilities | 2,570,137 | 2,595,962 | |
Commitments and contingencies (Notes 3, 9, and 10) | |||
Stockholders’ equity: | |||
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued | $ 0 | $ 0 | |
Parenthetical - Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Parenthetical - Preferred stock, shares authorized (in shares) | 10,000 | 10,000 | |
Parenthetical - Preferred stock, shares issued (in shares) | 0 | 0 | |
Common stock, par value $0.01 per share; 500,000 shares authorized; 165,488 and 166,553 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively. | $ 1,655 | $ 1,665 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 500,000 | 500,000 | |
Common stock, shares issued (in shares) | 165,488 | 166,553 | |
Common stock, shares outstanding (in shares) | 165,488 | 166,553 | |
Additional paid-in capital | $ 4,309,792 | $ 4,301,424 | |
Retained earnings | 1,625,397 | 1,566,759 | |
Total Knight-Swift stockholders' equity | 5,936,844 | 5,869,848 | |
Noncontrolling interest | 12,494 | 2,192 | |
Total stockholders’ equity | 5,949,338 | 5,872,040 | |
Total liabilities and stockholders’ equity | $ 8,519,475 | $ 8,468,002 | |
Common Class A [Member] | |||
Stockholders’ equity: | |||
Common stock, shares outstanding (in shares) | 165,488 | 166,553 | |
Total stockholders’ equity | $ 1,655 | $ 1,665 | |
[1] | Reflects cash and cash equivalents that are primarily restricted for claims payments. | ||
[2] | Refer to Note 4 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 1,223,014 | $ 1,124,798 |
Operating expenses: | ||
Salaries, wages, and benefits | 370,370 | 354,833 |
Fuel | 118,236 | 121,855 |
Operations and maintenance | 68,070 | 68,404 |
Insurance and claims | 55,643 | 54,280 |
Operating taxes and licenses | 22,048 | 22,169 |
Communications | 5,037 | 4,874 |
Depreciation and amortization of property and equipment | 119,915 | 110,221 |
Amortization of intangibles | 11,749 | 11,474 |
Rental expense | 16,864 | 25,375 |
Purchased transportation | 258,230 | 225,276 |
Impairments | 0 | 902 |
Miscellaneous operating expenses | 14,593 | 23,016 |
Total operating expenses | 1,060,755 | 1,022,679 |
Operating income | 162,259 | 102,119 |
Other (expenses) income: | ||
Interest income | 294 | 832 |
Interest expense | (3,486) | (6,107) |
Other income (expenses), net | 16,105 | (6,507) |
Total other (expenses) income, net | 12,913 | (11,782) |
Income before income taxes | 175,172 | 90,337 |
Income tax expense | 45,329 | 24,554 |
Net income | 129,843 | 65,783 |
Net income attributable to noncontrolling interest | (53) | (357) |
Net income attributable to Knight-Swift | $ 129,790 | $ 65,426 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.77 | $ 0.38 |
Diluted (in dollars per share) | 0.77 | 0.38 |
Dividends declared per share: (in dollars per share) | $ 0.08 | $ 0.08 |
Weighted average shares outstanding: | ||
Basic (in shares) | 167,478 | 170,617 |
Diluted (in shares) | 168,374 | 171,282 |
Revenue, excluding trucking fuel surcharge [Member] | ||
Total revenue | $ 1,133,105 | $ 1,027,095 |
Trucking fuel surcharge revenue [Member] | ||
Total revenue | $ 89,909 | $ 97,703 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 129,843 | $ 65,783 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property, equipment, and intangibles | 131,664 | 121,695 |
Gain on sale of property and equipment | (10,537) | (3,005) |
Impairments | 0 | 902 |
Deferred income taxes | (18,920) | 15,330 |
Non-cash lease expense | 15,589 | 24,202 |
Other adjustments to reconcile net income to net cash provided by operating activities | (6,522) | 14,065 |
Increase (decrease) in cash resulting from changes in: | ||
Trade receivables | (11,586) | (5,268) |
Income tax receivable | 2,872 | 4,380 |
Accounts payable | 12,534 | 31,084 |
Accrued liabilities and claims accrual | 70,975 | (93,193) |
Operating lease liabilities | (15,174) | (25,414) |
Other assets and liabilities | 5,375 | 4,782 |
Net cash provided by operating activities | 306,113 | 155,343 |
Cash flows from investing activities: | ||
Proceeds from maturities of held-to-maturity investments | 500 | 4,350 |
Purchases of held-to-maturity investments | (512) | (4,301) |
Proceeds from sale of property and equipment, including assets held for sale | 67,175 | 33,756 |
Purchases of property and equipment | (111,020) | (109,431) |
Expenditures on assets held for sale | (401) | (352) |
Net cash, restricted cash, and equivalents invested in acquisitions | (39,281) | (46,811) |
Other cash flows from investing activities | 9,398 | (2,793) |
Net cash used in investing activities | (74,141) | (125,582) |
Cash flows from financing activities: | ||
Repayment of finance leases and long-term debt | (6,600) | (14,498) |
(Repayments) borrowings on revolving lines of credit, net | (95,000) | 15,000 |
Repayment of accounts receivable securitization | (15,000) | (25,000) |
Proceeds from common stock issued | 2,709 | 3,257 |
Repurchases of the Company's common stock | (53,661) | (34,630) |
Dividends paid | (13,624) | (13,964) |
Other cash flows from financing activities | (4,190) | (2,050) |
Net cash used in financing activities | (185,366) | (71,885) |
Net increase (decrease) in cash, restricted cash, and equivalents | 46,606 | (42,124) |
Cash, restricted cash, and equivalents at beginning of period | 197,277 | 202,228 |
Cash, restricted cash, and equivalents at end of period | 243,883 | 160,104 |
Cash paid during the period for: | ||
Interest | 2,505 | 6,293 |
Income taxes | 2,199 | 3,280 |
Other Significant Noncash Transactions [Line Items] | ||
Equipment acquired included in accounts payable | 13,860 | 44,084 |
Contingent consideration associated with acquisition | 0 | 18,654 |
RightOfUseAsset(Forfeited)ObtainedInExchangeForOperatingLeaseLiability | (2,608) | 1,704 |
Financing provided to independent contractors for equipment sold [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Other non-cash investing and financing activities | 462 | 1,670 |
Transfers from property and equipment to assets held for sale [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Other non-cash investing and financing activities | 29,955 | 15,288 |
Noncontrolling Interest Associated With Acquisition | ||
Other Significant Noncash Transactions [Line Items] | ||
Other non-cash investing and financing activities | 10,281 | 0 |
Property and equipment obtained in exchange for finance lease liabilities from operating lease liabilities | ||
Other Significant Noncash Transactions [Line Items] | ||
Property and equipment obtained in exchange for finance lease liabilities reclassified from operating lease liabilities | 28,149 | 12,286 |
Warehousing Co [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Right-of-use assets (forfeited) obtained in exchange for operating lease liabilities | $ 12,356 | |
Eleos [Member] | ||
Other Significant Noncash Transactions [Line Items] | ||
Right-of-use assets (forfeited) obtained in exchange for operating lease liabilities | $ 560 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) Reconciliation of Cash, Restricted Cash, and Cash Equivalents - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 194,650 | $ 156,699 | $ 119,132 | $ 159,722 | |
Cash and cash equivalents – restricted | [1] | 47,867 | 39,328 | 39,812 | 41,331 |
Other long-term assets | [1] | 1,366 | 1,250 | 1,160 | 1,175 |
Cash, restricted cash, and equivalents | $ 243,883 | $ 197,277 | $ 160,104 | $ 202,228 | |
[1] | Reflects cash and cash equivalents that are primarily restricted for claims payments. |
Condensed Consolidated Statem_4
Condensed Consolidated Statement Of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Knight-Swift Equity [Member] | Noncontrolling Interest [Member] | Common Class A [Member] |
Beginning balance, shares at Dec. 31, 2019 | 170,688 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 5,668,303 | $ 4,269,043 | $ 1,395,465 | $ 5,666,215 | $ 2,088 | $ 1,707 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued to employees (Shares) | 211 | |||||
Common stock issued to employees | 2,711 | 2,709 | 2,711 | $ 2 | ||
Common stock issued under ESPP (Shares) | 16 | |||||
Common stock issued under ESPP | $ 546 | 546 | 546 | $ 0 | ||
Company shares repurchased (Shares) | (1,139) | (1,139) | ||||
Company shares repurchased | $ (34,630) | (34,619) | (34,630) | $ (11) | ||
Shares withheld – RSU settlement | (1,971) | (1,971) | (1,971) | |||
Employee stock-based compensation expense | 3,536 | 3,536 | 3,536 | |||
Cash dividends paid and dividends accrued ($0.08 per share) | $ (13,774) | (13,774) | (13,774) | |||
Dividends declared per share: (in dollars per share) | $ 0.08 | |||||
Net income attributable to Knight-Swift | $ 65,426 | 65,426 | 65,426 | |||
Distribution to noncontrolling interest | (180) | (180) | ||||
Net income attributable to noncontrolling interest | 357 | 357 | ||||
Ending balance, shares at Mar. 31, 2020 | 169,776 | |||||
Ending balance, value at Mar. 31, 2020 | $ 5,690,324 | 4,275,834 | 1,410,527 | 5,688,059 | 2,265 | $ 1,698 |
Beginning balance, shares at Dec. 31, 2020 | 166,553 | 166,553 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 5,872,040 | 4,301,424 | 1,566,759 | 5,869,848 | 2,192 | $ 1,665 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued to employees (Shares) | 220 | |||||
Common stock issued to employees | 2,009 | 2,006 | 2,009 | $ 3 | ||
Common stock issued under ESPP (Shares) | 18 | |||||
Common stock issued under ESPP | $ 700 | 700 | 700 | $ 0 | ||
Company shares repurchased (Shares) | (1,303) | (1,303) | ||||
Company shares repurchased | $ (53,661) | (53,648) | (53,661) | $ (13) | ||
Shares withheld – RSU settlement | (4,159) | (4,159) | (4,159) | |||
Employee stock-based compensation expense | 5,662 | 5,662 | 5,662 | |||
Cash dividends paid and dividends accrued ($0.08 per share) | $ (13,345) | (13,345) | (13,345) | |||
Dividends declared per share: (in dollars per share) | $ 0.08 | |||||
Net income attributable to Knight-Swift | $ 129,790 | 129,790 | 129,790 | |||
Investment in noncontrolling interest | 10,281 | 10,281 | ||||
Distribution to noncontrolling interest | (32) | (32) | ||||
Net income attributable to noncontrolling interest | $ 53 | 53 | ||||
Ending balance, shares at Mar. 31, 2021 | 165,488 | 165,488 | ||||
Ending balance, value at Mar. 31, 2021 | $ 5,949,338 | $ 4,309,792 | $ 1,625,397 | $ 5,936,844 | $ 12,494 | $ 1,655 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited)(Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Parenthetical - allowance for doubtful accounts | $ 21,797 | $ 22,093 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction and Basis of Presentation | Introduction and Basis of Presentation Certain acronyms and terms used throughout this Quarterly Report are specific to the Company, commonly used in the trucking industry, or are otherwise frequently used throughout this document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document. Description of Business Knight-Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. During the quarter ended March 31, 2021, the Company operated an average of 18,224 tractors (comprised of 16,305 company tractors and 1,919 independent contractor tractors) and 59,797 trailers within the Trucking segment. Additionally, the Company operated an average of 597 tractors and 10,846 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 2020 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. 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 COVID-19 became a global pandemic in 2020, which triggered a significant downturn in the global economy. The Company continues to operate its business through the COVID-19 pandemic and has taken additional precautions to ensure the safety of its employees, customers, vendors, and the communities in which it operates. 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, the Company's accounting estimates may change, as management's assessment of the impacts of the COVID-19 pandemic continues to evolve. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting PronouncementsNo material ASUs issued since the 2020 annual report. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions Eleos Acquisition On February 1, 2021, pursuant to a membership interest purchase agreement ("MIPA"), the Company, through a wholly owned subsidiary, acquired 79.44% of the issued and outstanding membership interests of Eleos Technologies, LLC ("Eleos"), a Greenville, South Carolina based software provider, specializing in mobile driving platforms, which complement the Company's suite of services. The total purchase price consideration, including cash on hand and net working capital adjustments, consisted of $41.5 million in cash to the sellers at closing, which was funded through cash-on-hand and borrowing on the Revolver on the transaction date. At closing, $4.1 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations and other items. The MIPA included that both the buyer and sellers would file an election under the Internal Revenue Code Section 754 to adjust the tax basis of the Company's assets and liabilities, with respect to the buyer's purchase of the equity. The MIPA contains customary representations, warranties, covenants, and indemnification provisions for transactions of this nature. The goodwill recognized represents expected synergies from combining the operations of Eleos 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 the valuation of acquired tangible assets, an independent valuation of certain acquired intangible assets, assessment of lease agreements, assessment of certain liabilities, the calculation of deferred taxes based upon the underlying tax basis of assets acquired and liabilities assumed, and assessment of other tax related items. As the Company obtains more information, the preliminary purchase price allocation disclosed below is subject to change. Any future adjustments to the preliminary purchase price allocation, including changes within identifiable intangible assets or estimation uncertainty impacted by market conditions, may impact future net earnings. The purchase price allocation adjustments can be made through the end of the measurement period, which is not to exceed one year from the acquisition date. The following table summarizes the fair value of the consideration transferred as of the acquisition date: February 1, 2021 Opening Balance Sheet as Reported at March 31, 2021 Fair value of the consideration transferred $ 41,518 Cash and cash equivalents 2,237 Trade and other receivables 545 Prepaid expenses and other assets 47 Operating lease right-of-use assets 560 Identifiable intangible assets 1 15,850 Total assets 19,239 Accounts payable (156) Accrued payroll and payroll-related expenses (605) Accrued liabilities (1,391) Operating lease liabilities – current and noncurrent portions (560) Other long-term liabilities (475) Total liabilities (3,187) Noncontrolling interest (10,281) Total stockholders' equity (10,281) Goodwill $ 35,747 1 Includes $8.8 million in customer relationships, $0.2 million in noncompete agreements, $3.5 million in internally-developed software, and a $3.4 million trade name. Warehousing Co. Acquisition On January 1, 2020, pursuant to a stock purchase agreement (the "SPA") the Company, through a wholly owned subsidiary, 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 included $48.2 million in cash to the sellers at closing, which was funded through cash-on-hand and borrowing on the Revolver on the transaction date. At closing, $6.8 million of the cash consideration was placed in escrow to secure certain of the sellers' indemnification obligations. During the third quarter of 2020, the escrow proceeds were released to the sellers pursuant to the SPA. The purchase price also included 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, along with the estimated net working capital adjustment, equaled $18.7 million as of January 1, 2020. During the measurement period, the net working capital adjustment was reduced by $0.4 million based on the actual versus estimated net working capital adjustment as of the transaction date. This adjustment resulted in the total estimated contingent consideration and net working capital adjustment decreasing to $18.3 million. The total purchase price consideration, as if adjusted at the January 1, 2020 transaction date, is identified in the table below. During the fourth quarter of 2020, the Company paid the first annual payment of $8.1 million as a result of the achievement of Warehousing Co.’s EBIT performance target for the calendar year December 31, 2020. Additionally, during the fourth quarter of 2020, the Company increased the estimated fair value of the remaining contingent consideration representing the final two annual payments, resulting in a $6.7 million fair value adjustment of the deferred earnout, which was recorded in “Miscellaneous operating expenses” in the consolidated statement of comprehensive income. As such, as of March 31, 2021 and December 31, 2020, the remaining estimated contingent consideration was $16.2 million representing the fair value of the remaining annual deferred payments for the calendar year ending December 31, 2021 and the annualized six-month period ending June 30, 2022. 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 was allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The purchase price allocation was open for adjustments through the end of the measurement period, which closed one year from the January 1, 2020 acquisition date. The following table summarizes the fair value of the consideration transferred as of the acquisition date: January 1, 2020 Opening Balance Sheet as Reported at March 31, 2020 Adjustments January 1, 2020 Opening Balance Sheet as Reported at March 31, 2021 Fair value of the consideration transferred $ 66,854 $ (410) $ 66,444 Cash and cash equivalents 1,388 — 1,388 Trade and other receivables 3,301 — 3,301 Prepaid expenses 608 — 608 Other current assets 78 — 78 Property and equipment 1,938 — 1,938 Operating lease right-of-use assets 12,356 — 12,356 Identifiable intangible assets 1 55,681 — 55,681 Deferred tax assets 54 — 54 Other noncurrent assets 404 — 404 Total assets 75,808 — 75,808 Accounts payable (347) — (347) Accrued liabilities (644) — (644) Operating lease liabilities – current portion (4,451) — (4,451) Operating lease liabilities – less current portion (7,905) — (7,905) Total liabilities (13,347) — (13,347) Goodwill $ 4,393 $ (410) $ 3,983 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. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Investments [Abstract] | |
Restricted Investments, Held-to-Maturity | Investments Restricted Investments, Held-to-Maturity The following tables present the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments, held-to-maturity: March 31, 2021 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 8,954 $ — $ (4) $ 8,950 Restricted investments, held-to-maturity $ 8,954 $ — $ (4) $ 8,950 December 31, 2020 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 9,001 $ 2 $ (8) $ 8,995 Restricted investments, held-to-maturity $ 9,001 $ 2 $ (8) $ 8,995 As of March 31, 2021, the contractual maturities of the restricted investments, held-to-maturity, were one year or less. There were sixteen securities that were in an unrealized loss position for less than twelve months as of March 31, 2021 and December 31, 2020. The Company did not recognize any impairment losses related to its held-to-maturity investments during the quarters ended March 31, 2021 or 2020. Other Investments On April 16, 2021, the Company agreed to pay $25.0 million in cash in exchange for a convertible promissory note. The cash was paid on May 4, 2021. The convertible promissory note accrues simple interest on the unpaid principal balance at a rate of 10.0% and is payable on demand any time after April 16, 2022, unless earlier converted into shares of the borrower's common stock. The amount outstanding on the promissory note is automatically converted into a number of shares of the borrower's common stock upon either the closing of a qualified financing or upon a public event, subject to discounted conversion pricing per share based on a valuation of the borrower. Refer to Note 15 for additional information regarding fair value measurements of the Company's investments. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Assets Held For Sale | Assets Held for Sale The Company expects to sell its assets held for sale, which primarily consist of revenue equipment, within the next twelve months. Revenue equipment held for sale totaled $20.8 million and $29.8 million as of March 31, 2021 and December 31, 2020, 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 $10.5 million and $3.0 million for the quarters ended March 31, 2021 and 2020, respectively. The increase in net gains on disposals was primarily due to a stronger market for used revenue equipment during the quarter ended March 31, 2021, as compared to the same period in 2020. The Company did not recognize impairment losses related to assets held for sale during the quarter ended March 31, 2021, as compared to the same period last year when the Company recognized impairment losses related to assets held for sale of $0.1 million. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The changes in the carrying amount of goodwill were as follows: (In thousands) Goodwill at beginning of period $ 2,922,964 Adjustments relating to deferred tax assets (2) Acquisition 1 35,747 Goodwill at end of period $ 2,958,709 1 The goodwill associated with the Eleos acquisition referenced in Note 3 was allocated to the non-reportable segment, and is net of purchase price accounting adjustments. The Company did not record any goodwill impairments during the quarters ended March 31, 2021 or 2020. Other Intangible Assets Other intangible asset balances were as follows: March 31, 2021 December 31, (In thousands) Definite-lived intangible assets 1 Gross carrying amount $ 910,447 $ 894,597 Accumulated amortization (157,601) (145,852) Definite-lived intangible assets, net 752,846 748,745 Indefinite-lived trade names: Gross carrying amount 640,500 640,500 Intangible assets, net $ 1,393,346 $ 1,389,245 1 The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally-developed software, trade names, 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 18.1 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, 2021, management anticipates that the composition and amount of amortization associated with intangible assets will be $35.7 million for the remainder of 2021, $47.4 million in 2022, $46.9 million for each of the years 2023 and 2024, and $46.8 million in 2025. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets, and other events. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate — The quarter-to-date March 31, 2021 and March 31, 2020 effective tax rates were 25.9% and 27.2%, respectively. 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. Unrecognized Tax Benefits — Management believes it is reasonably possible that a decrease of up to $0.7 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 were approximately $0.4 million and $0.3 million as of March 31, 2021 and December 31, 2020, respectively. Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various state jurisdictions for tax years ranging from 2013 to 2019 . 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 2015 remain subject to examination. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 3 Months Ended |
Mar. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Accounts Receivable Securitization The 2018 RSA is a secured borrowing that is collateralized by the Company's eligible receivables, for which the Company is the servicing agent. The Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to Swift Receivables Company II, LLC ("SRCII") who in turn sells a variable percentage ownership in those receivables to the various purchasers. The Company's eligible receivables are included in "Trade receivables, net of allowance for doubtful accounts" in the condensed consolidated balance sheets. As of March 31, 2021, 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, 2021. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the various purchasers and are unavailable to satisfy claims of the Company and its subsidiaries. The following table summarizes the key terms of the 2018 RSA (dollars in thousands): Effective date July 11, 2018 Final maturity date 1 July 9, 2021 Borrowing capacity $325,000 Accordion option 2 $175,000 Unused commitment fee rate 3 20 to 40 basis points Program fees on outstanding balances 4 one-month LIBOR + 80 to 100 basis points 1 On April 23, 2021, the Company entered into a new accounts receivable securitization agreement which extends the maturity date to April 23, 2024. See below for more details. 2 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 3 The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized. 4 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, 2021 December 31, 2020 (In thousands) Borrowing base, based on eligible receivables $ 267,200 $ 302,700 Less: outstanding borrowings 1 (199,000) (214,000) Less: outstanding letters of credit (65,281) (67,281) Availability under accounts receivable securitization facilities $ 2,919 $ 21,419 1 Outstanding borrowings are included in "Accounts receivable securitization – current portion" in the condensed consolidated balance sheets, offset by $43.0 thousand and $0.1 million of deferred loan costs as of March 31, 2021 and December 31, 2020 , respectively . Interest accrued on the aggregate principal balance at a rate of 1.0% as of March 31, 2021 and December 31, 2020. 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 $0.7 million and $1.4 million during the quarters ended March 31, 2021 and 2020, respectively. Refer to Note 15 for information regarding the fair value of the 2018 RSA. Subsequent Event On April 23, 2021, the Company entered into the Fifth Amendment to the Amended and Restated Receivables Sales Agreement ("2021 RSA"). The 2021 RSA, among other things, extends the maturity date to April 23, 2024, increases the maximum borrowing capacity to $400.0 million, decreases the accordion option to $100.0 million, and changes the program fee to one-month LIBOR plus 82.5 basis points. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments Purchase Commitments As of March 31, 2021, the Company had outstanding commitments to purchase revenue equipment of $654.8 million in the remainder of 2021 ($419.2 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, 2021, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $37.5 million in the remainder of 2021, $2.1 million in the two-year period 2022 through 2023, $0.5 million in the two-year period 2024 through 2025, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. As of March 31, 2021, the Company had outstanding commitments for fuel purchases of $25.0 million in the remainder of 2021, and none thereafter. 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 2021, Knight entered into a $10.0 million commitment to invest in TRP Capital Partners V, LP with $10.0 million outstanding as of March 31, 2021. There were no other material changes related to the previously disclosed TRP commitments during the quarter ended March 31, 2021. |
Contingencies and Legal Proceed
Contingencies and Legal Proceedings | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Proceedings | Contingencies and Legal Proceedings Legal Proceedings Information is provided below regarding the nature, status, and contingent loss amounts, if any, associated with the Company's pending legal matters. There are inherent uncertainties in these legal matters, some of which are beyond management's control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company has made accruals with respect to its legal matters where appropriate, which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $21.8 million, relating to the Company's outstanding legal proceedings as of March 31, 2021. Based on management's present knowledge of the facts and (in certain cases) advice of outside counsel, management does not believe that loss contingencies arising from pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period. EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS CRST Expedited The 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 court issued a decision granting in part and denying in part certain motions related to the jury’s verdict. Both parties have appealed the court’s decision. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2021. 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. Two objectors appealed the court’s decision granting 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, 2021. 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 Fair Labor Standards Act 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, 2021, the Company has accrued for anticipated costs associated with finalizing this matter. 1 Individually and on behalf of all others similarly situated. Other Environmental The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of March 31, 2021, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately $0.7 million in the aggregate for all current and prior year claims. Self Insurance Automobile Liability, General Liability, and Excess Liability — Effective November 1, 2020, the Company has $100.0 million in excess auto liability ("AL") coverage. Effective November 1, 2019, the Company had $130.0 million in excess auto liability ("AL") coverage. For prior years, Swift and Knight separately maintained varying excess AL and general liability limits. During prior policy periods, Swift AL claims were 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 carried 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. 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. |
Share Repurchase Plan
Share Repurchase Plan | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Share Repurchase Plan | Share Repurchase Plan On November 30, 2020, the Company announced that the Board approved the repurchase of up to $250.0 million worth of the Company's outstanding common stock (the "2020 Knight-Swift Share Repurchase Plan"). With the adoption of the 2020 Knight-Swift Share Repurchase Plan, the Company terminated the previous share repurchase plan, which had approximately $54.1 million of authorized purchases remaining upon termination. The following table presents the Company's repurchases of its common stock under the respective share repurchase plans, excluding advisory fees: Share Repurchase Plan Quarter-to-Date March 31, 2021 Quarter-to-Date March 31, 2020 Board Approval Date Authorized Amount Shares Amount Shares Amount (in thousands) May 30, 2019 $250,000 — $ — 1,139 $ 34,630 November 24, 2020 1 $250,000 1,303 $ 53,661 — $ — 1,303 $ 53,661 1,139 $ 34,630 1 $196.3 million and $250.0 million remained available under the 2020 Knight-Swift Share Repurchase Plan as of March 31, 2021 and December 31, 2020, respectively. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Weighted Average Shares Outstanding | Weighted Average Shares Outstanding Earnings per share, basic and diluted, as presented in the condensed consolidated statements of comprehensive income, are calculated by dividing net income attributable to Knight-Swift by the respective weighted average common shares outstanding during the period. The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Quarter Ended March 31, 2021 2020 (In thousands) Basic weighted average common shares outstanding 167,478 170,617 Dilutive effect of equity awards 896 665 Diluted weighted average common shares outstanding 168,374 171,282 Anti-dilutive shares excluded from diluted earnings per share 1 6 256 1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: Quarter Ended March 31, 2021 2020 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 $ — Total $ — $ — $ 6,816 $ — Facility and Equipment Leases: Central Freight Lines 1 $ — $ — $ — $ 92 Other Affiliates 1 — 57 5 73 Total $ — $ 57 $ 5 $ 165 Other Services: Central Freight Lines 1 $ — $ — $ 15 $ — DPF Mobile 1 — — — 12 Other Affiliates 1 6 9 9 — Total $ 6 $ 9 $ 24 $ 12 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 generally 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 Lines represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. During the quarter ended September 30, 2020, the ownership percentage of Jerry Moyes and related affiliates fell below the threshold requiring related party disclosure. The amounts included in this Note 13 pertain to transactions that occurred prior to the date that the ownership percentage changed. Receivables and payables pertaining to related party transactions were: March 31, 2021 December 31, 2020 Receivable Payable Receivable Payable (In thousands) Central Freight Lines $ — $ — $ 133 $ — DPF Mobile — — — 41 Other Affiliates 7 6 2 10 Total $ 7 $ 6 $ 135 $ 51 |
Information by Segment and Geog
Information by Segment and Geography | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Information by Segment and Geography | Information by Segment and Geography Segment Information The Company has three reportable segments: Trucking, Logistics, and Intermodal, as well as the non-reportable segments, discussed below. Based on how economic factors affect the nature, amount, timing, and uncertainty of revenue or cash flows, the Company disaggregates revenues by reportable segment for the purposes of applying the ASC Topic 606 guidance. The Company's twenty-one operating segments are structured around the types of transportation service offerings provided to our customers, as well as the equipment utilized. In addition, the operating segments may be further distinguished by the Company’s respective brands. The Company aggregated these various operating segments into the three reportable segments discussed below based on similarities with both their qualitative and economic characteristics. Trucking The Trucking reportable segment is comprised of nine trucking operating segments that provide similar transportation services to our customers utilizing similar transportation equipment over both irregular (one-way movement) and/or dedicated routes. The Trucking reportable segment consists of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations. Logistics The Logistics reportable segment is comprised of five logistics operating segments that provide similar transportation services to our customers and primarily consist of brokerage and other freight management services utilizing third-party transportation providers and their equipment. Intermodal The Intermodal reportable segment is comprised of two intermodal operating segments that provide similar transportation services to our customers. These transportation services include arranging the movement of customers' freight through third-party intermodal rail services on the Company’s trailing equipment (trailers on flat cars and rail containers), as well as drayage services to transport loads between the railheads and customer locations. Non-reportable The non-reportable segments include five operating segments that consist of 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 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, 2021 2020 Revenue: (In thousands) Trucking $ 962,947 $ 919,061 Logistics 118,887 79,198 Intermodal 107,066 94,731 Subtotal $ 1,188,900 $ 1,092,990 Non-reportable segments 50,669 46,242 Intersegment eliminations (16,555) (14,434) Total revenue $ 1,223,014 $ 1,124,798 Quarter Ended March 31, 2021 2020 Operating income (loss): (In thousands) Trucking $ 158,483 $ 107,334 Logistics 7,577 3,719 Intermodal 3,457 (2,737) Subtotal $ 169,517 $ 108,316 Non-reportable segments (7,258) (6,197) Operating income $ 162,259 $ 102,119 Quarter Ended March 31, 2021 2020 Depreciation and amortization of property and equipment: (In thousands) Trucking $ 101,885 $ 93,548 Logistics 208 207 Intermodal 3,818 3,488 Subtotal $ 105,911 $ 97,243 Non-reportable segments 14,004 12,978 Depreciation and amortization of property and equipment $ 119,915 $ 110,221 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, 2021 and 2020. 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, 2021 and December 31, 2020. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement ASC Topic 820, Fair Value Measurements and Disclosures, requires that the Company disclose estimated fair values for its financial instruments. The estimated fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of March 31, 2021 and December 31, 2020, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different. The estimated fair values of the Company's financial instruments represent management's best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. The estimated fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the estimated fair value measurement reflects management's own judgments about the assumptions that market participants would use in pricing the asset or liability. These judgments are developed by the Company based on the best information available under the circumstances. The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument. Restricted Investments, Held-to-Maturity — The estimated fair value of the Company's restricted investments, held-to-maturity, is based on quoted prices in active markets that are readily and regularly obtainable. See Note 4 for additional disclosures regarding restricted investments, held-to-maturity. Equity Method Investments — The estimated fair value of the Company's equity method investments are privately negotiated 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 lease liabilities, the carrying value approximates the fair value, as the Company's finance and operating lease liabilities are structured to amortize in a manner similar to the depreciation of the underlying assets. Contingent Consideration — The estimated fair value of the Company's contingent consideration owed to Warehousing Co.'s seller is calculated using a Monte Carlo simulation model based on the acquiree's earnings before interest and taxes. 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, 2021 December 31, 2020 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments, held-to-maturity 1 $ 8,954 $ 8,950 $ 9,001 $ 8,995 Equity method investments 2 80,891 80,891 77,562 77,562 Investments in equity securities 3 22,555 22,555 18,675 18,675 Financial Liabilities: Term Loan, due October 2022 4 $ 299,063 $ 300,000 $ 298,907 $ 300,000 2018 RSA, due July 2021 5 198,957 199,000 213,918 214,000 Revolver, due October 2022 115,000 115,000 210,000 210,000 Contingent consideration associated with acquisition 6 16,200 16,200 16,200 16,200 1 Refer to Note 4 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. 2 Net equity method investment balances included in "Other long-term assets" in the condensed consolidated balance sheets. 3 The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets. 4 The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – less current portion," on the condensed consolidated balance sheets and is net of $0.9 million and $1.1 million in deferred loan costs as of March 31, 2021 and December 31, 2020, respectively. 5 The carrying amount of the 2018 RSA is included in " Accounts receivable securitization – current portion ," on the condensed consolidated balance sheets and is net of $43.0 thousand and $0.1 million in deferred loan costs as of March 31, 2021 and December 31, 2020 , respectively. 6 The carrying amount of the contingent consideration associated with the acquisition is included in both the "Accrued liabilities" and "Other long-term liabilities" line items on the condensed consolidated balance sheets. Recurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of assets measured on a recurring basis as of March 31, 2021 and December 31, 2020 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (In thousands) As of March 31, 2021 Investments in equity securities 1 $ 22,555 $ 22,555 $ — $ — $ 10,391 As of December 31, 2020 Investments in equity securities 2 $ 18,675 $ 18,675 $ — $ — $ 3,553 1 The Company recognized $10.4 million of unrealized gains on these assets for the quarter-ended March 31, 2021. Additionally, the Company sold $6.4 million in equity investments during the quarter ended March 31, 2021 and realized a gain of $3.5 million. The activity for these investments is included within "Other (expense) income, net" within the condensed consolidated statement of comprehensive income for the quarter ended March 31, 2021. 2 The Company recognized $3.6 million of unrealized gains during the year-ended December 31, 2020. The Company recognized $5.3 million in unrealized losses during the quarter-ended March 31, 2020. The Company did not sell any equity investments during the quarter ended March 31, 2020 and therefore did not realize any gains (losses) on these investments. The activity for these investments is included within "Other (expense) income, net" within the condensed consolidated statement of comprehensive income for the quarter ended March 31, 2020. Recurring Fair Value Measurements (Liabilities) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of March 31, 2021 and December 31, 2020: Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of March 31, 2021 Contingent consideration associated with acquisition 1 $ 16,200 $ — $ — $ 16,200 $ — As of December 31, 2020 Contingent consideration associated with acquisition 2 $ 16,200 $ — $ — $ 16,200 $ (6,730) 1 The Company did not recognize any gains (losses) during the quarter-ended March 31, 2021 related to the revaluation of these liabilities. 2 Refer to Note 3 for information regarding the adjustments made to the contingent consideration associated with the acquisition. During the year-ended December 31, 2020, the Company recognized $6.7 million in losses related to the revaluation of these liabilities. The Company did not recognize any losses during the quarter-ended March 31, 2020. Nonrecurring Fair Value Measurements (Assets) — As of March 31, 2021, the Company had no major categories of assets estimated at fair value that were measured on a nonrecurring basis. 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 December 31, 2020: Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Loss (In thousands) As of December 31, 2020 Equipment 1 5,851 — 5,851 — (5,335) 1 Reflects the non-cash impairment of certain alternative fuel technology (within the non-reportable segments) and certain revenue equipment held for sale (within the Trucking segment). During the year-ended December 31, 2020, the Company recognized $5.3 million of impairments related to these assets. The Company recognized $0.9 million of impairments during the quarter-ended March 31, 2020. Nonrecurring Fair Value Measurements (Liabilities) — As of March 31, 2021 and December 31, 2020, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis. |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the fair value of the consideration transferred as of the acquisition date: February 1, 2021 Opening Balance Sheet as Reported at March 31, 2021 Fair value of the consideration transferred $ 41,518 Cash and cash equivalents 2,237 Trade and other receivables 545 Prepaid expenses and other assets 47 Operating lease right-of-use assets 560 Identifiable intangible assets 1 15,850 Total assets 19,239 Accounts payable (156) Accrued payroll and payroll-related expenses (605) Accrued liabilities (1,391) Operating lease liabilities – current and noncurrent portions (560) Other long-term liabilities (475) Total liabilities (3,187) Noncontrolling interest (10,281) Total stockholders' equity (10,281) Goodwill $ 35,747 1 Includes $8.8 million in customer relationships, $0.2 million in noncompete agreements, $3.5 million in internally-developed software, and a $3.4 million trade name. 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 Adjustments January 1, 2020 Opening Balance Sheet as Reported at March 31, 2021 Fair value of the consideration transferred $ 66,854 $ (410) $ 66,444 Cash and cash equivalents 1,388 — 1,388 Trade and other receivables 3,301 — 3,301 Prepaid expenses 608 — 608 Other current assets 78 — 78 Property and equipment 1,938 — 1,938 Operating lease right-of-use assets 12,356 — 12,356 Identifiable intangible assets 1 55,681 — 55,681 Deferred tax assets 54 — 54 Other noncurrent assets 404 — 404 Total assets 75,808 — 75,808 Accounts payable (347) — (347) Accrued liabilities (644) — (644) Operating lease liabilities – current portion (4,451) — (4,451) Operating lease liabilities – less current portion (7,905) — (7,905) Total liabilities (13,347) — (13,347) Goodwill $ 4,393 $ (410) $ 3,983 1 Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name. |
Restricted Investments, Held-to
Restricted Investments, Held-to-Maturity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Investments [Abstract] | |
Schedule of Restricted Investments, Held-to-Maturity | The following tables present the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company's restricted investments, held-to-maturity: March 31, 2021 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 8,954 $ — $ (4) $ 8,950 Restricted investments, held-to-maturity $ 8,954 $ — $ (4) $ 8,950 December 31, 2020 Gross Unrealized Cost or Amortized Gains Temporary Estimated Fair Value (In thousands) US corporate securities $ 9,001 $ 2 $ (8) $ 8,995 Restricted investments, held-to-maturity $ 9,001 $ 2 $ (8) $ 8,995 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows: (In thousands) Goodwill at beginning of period $ 2,922,964 Adjustments relating to deferred tax assets (2) Acquisition 1 35,747 Goodwill at end of period $ 2,958,709 |
Schedule of Intangible Assets, net | Other intangible asset balances were as follows: March 31, 2021 December 31, (In thousands) Definite-lived intangible assets 1 Gross carrying amount $ 910,447 $ 894,597 Accumulated amortization (157,601) (145,852) Definite-lived intangible assets, net 752,846 748,745 Indefinite-lived trade names: Gross carrying amount 640,500 640,500 Intangible assets, net $ 1,393,346 $ 1,389,245 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Schedule of Servicing Liabilities at Fair Value [Table Text Block] | The following table summarizes the key terms of the 2018 RSA (dollars in thousands): Effective date July 11, 2018 Final maturity date 1 July 9, 2021 Borrowing capacity $325,000 Accordion option 2 $175,000 Unused commitment fee rate 3 20 to 40 basis points Program fees on outstanding balances 4 one-month LIBOR + 80 to 100 basis points 1 On April 23, 2021, the Company entered into a new accounts receivable securitization agreement which extends the maturity date to April 23, 2024. See below for more details. 2 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 3 The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized. 4 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, 2021 December 31, 2020 (In thousands) Borrowing base, based on eligible receivables $ 267,200 $ 302,700 Less: outstanding borrowings 1 (199,000) (214,000) Less: outstanding letters of credit (65,281) (67,281) Availability under accounts receivable securitization facilities $ 2,919 $ 21,419 1 Outstanding borrowings are included in "Accounts receivable securitization – current portion" in the condensed consolidated balance sheets, offset by $43.0 thousand and $0.1 million of deferred loan costs as of March 31, 2021 and December 31, 2020 , respectively . Interest accrued on the aggregate principal balance at a rate of 1.0% as of March 31, 2021 and December 31, 2020. |
Contingencies and Legal Proce_2
Contingencies and Legal Proceedings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies by Contingency | EMPLOYEE COMPENSATION AND PAY PRACTICES MATTERS CRST Expedited The 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 court issued a decision granting in part and denying in part certain motions related to the jury’s verdict. Both parties have appealed the court’s decision. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2021. 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. Two objectors appealed the court’s decision granting 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, 2021. 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 Fair Labor Standards Act 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, 2021, the Company has accrued for anticipated costs associated with finalizing this matter. 1 Individually and on behalf of all others similarly situated. |
Share Repurchase Plan (Tables)
Share Repurchase Plan (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Share Repurchases | The following table presents the Company's repurchases of its common stock under the respective share repurchase plans, excluding advisory fees: Share Repurchase Plan Quarter-to-Date March 31, 2021 Quarter-to-Date March 31, 2020 Board Approval Date Authorized Amount Shares Amount Shares Amount (in thousands) May 30, 2019 $250,000 — $ — 1,139 $ 34,630 November 24, 2020 1 $250,000 1,303 $ 53,661 — $ — 1,303 $ 53,661 1,139 $ 34,630 1 $196.3 million and $250.0 million remained available under the 2020 Knight-Swift Share Repurchase Plan as of March 31, 2021 and December 31, 2020, respectively. |
Weighted Average Shares Outst_2
Weighted Average Shares Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation Of Basic And Diluted Earnings Per Share Attributable To Stockholders | The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Quarter Ended March 31, 2021 2020 (In thousands) Basic weighted average common shares outstanding 167,478 170,617 Dilutive effect of equity awards 896 665 Diluted weighted average common shares outstanding 168,374 171,282 Anti-dilutive shares excluded from diluted earnings per share 1 6 256 1 Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The following table presents Knight-Swift's transactions with companies controlled by and/or affiliated with its related parties: Quarter Ended March 31, 2021 2020 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 $ — Total $ — $ — $ 6,816 $ — Facility and Equipment Leases: Central Freight Lines 1 $ — $ — $ — $ 92 Other Affiliates 1 — 57 5 73 Total $ — $ 57 $ 5 $ 165 Other Services: Central Freight Lines 1 $ — $ — $ 15 $ — DPF Mobile 1 — — — 12 Other Affiliates 1 6 9 9 — Total $ 6 $ 9 $ 24 $ 12 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 generally 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 Lines represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. During the quarter ended September 30, 2020, the ownership percentage of Jerry Moyes and related affiliates fell below the threshold requiring related party disclosure. The amounts included in this Note 13 pertain to transactions that occurred prior to the date that the ownership percentage changed. Receivables and payables pertaining to related party transactions were: March 31, 2021 December 31, 2020 Receivable Payable Receivable Payable (In thousands) Central Freight Lines $ — $ — $ 133 $ — DPF Mobile — — — 41 Other Affiliates 7 6 2 10 Total $ 7 $ 6 $ 135 $ 51 |
Information by Segment and Ge_2
Information by Segment and Geography (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | The following tables present the Company's financial information by segment: Quarter Ended March 31, 2021 2020 Revenue: (In thousands) Trucking $ 962,947 $ 919,061 Logistics 118,887 79,198 Intermodal 107,066 94,731 Subtotal $ 1,188,900 $ 1,092,990 Non-reportable segments 50,669 46,242 Intersegment eliminations (16,555) (14,434) Total revenue $ 1,223,014 $ 1,124,798 Quarter Ended March 31, 2021 2020 Operating income (loss): (In thousands) Trucking $ 158,483 $ 107,334 Logistics 7,577 3,719 Intermodal 3,457 (2,737) Subtotal $ 169,517 $ 108,316 Non-reportable segments (7,258) (6,197) Operating income $ 162,259 $ 102,119 Quarter Ended March 31, 2021 2020 Depreciation and amortization of property and equipment: (In thousands) Trucking $ 101,885 $ 93,548 Logistics 208 207 Intermodal 3,818 3,488 Subtotal $ 105,911 $ 97,243 Non-reportable segments 14,004 12,978 Depreciation and amortization of property and equipment $ 119,915 $ 110,221 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value by Balance Sheet Grouping | The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities: March 31, 2021 December 31, 2020 Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Restricted investments, held-to-maturity 1 $ 8,954 $ 8,950 $ 9,001 $ 8,995 Equity method investments 2 80,891 80,891 77,562 77,562 Investments in equity securities 3 22,555 22,555 18,675 18,675 Financial Liabilities: Term Loan, due October 2022 4 $ 299,063 $ 300,000 $ 298,907 $ 300,000 2018 RSA, due July 2021 5 198,957 199,000 213,918 214,000 Revolver, due October 2022 115,000 115,000 210,000 210,000 Contingent consideration associated with acquisition 6 16,200 16,200 16,200 16,200 1 Refer to Note 4 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. 2 Net equity method investment balances included in "Other long-term assets" in the condensed consolidated balance sheets. 3 The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets. 4 The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – less current portion," on the condensed consolidated balance sheets and is net of $0.9 million and $1.1 million in deferred loan costs as of March 31, 2021 and December 31, 2020, respectively. 5 The carrying amount of the 2018 RSA is included in " Accounts receivable securitization – current portion ," on the condensed consolidated balance sheets and is net of $43.0 thousand and $0.1 million in deferred loan costs as of March 31, 2021 and December 31, 2020 , respectively. 6 The carrying amount of the contingent consideration associated with the acquisition is included in both the "Accrued liabilities" and "Other long-term liabilities" line items on the condensed consolidated balance sheets. |
Recurring Fair Value Measurements (Assets) | The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of assets measured on a recurring basis as of March 31, 2021 and December 31, 2020 : Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (In thousands) As of March 31, 2021 Investments in equity securities 1 $ 22,555 $ 22,555 $ — $ — $ 10,391 As of December 31, 2020 Investments in equity securities 2 $ 18,675 $ 18,675 $ — $ — $ 3,553 1 The Company recognized $10.4 million of unrealized gains on these assets for the quarter-ended March 31, 2021. Additionally, the Company sold $6.4 million in equity investments during the quarter ended March 31, 2021 and realized a gain of $3.5 million. The activity for these investments is included within "Other (expense) income, net" within the condensed consolidated statement of comprehensive income for the quarter ended March 31, 2021. 2 The Company recognized $3.6 million of unrealized gains during the year-ended December 31, 2020. The Company recognized $5.3 million in unrealized losses during the quarter-ended March 31, 2020. The Company did not sell any equity investments during the quarter ended March 31, 2020 and therefore did not realize any gains (losses) on these investments. The activity for these investments is included within "Other (expense) income, net" within the condensed consolidated statement of comprehensive income for the quarter ended March 31, 2020. |
Recurring Fair Value Measurements (Liabilities) | The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of March 31, 2021 and December 31, 2020: Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of March 31, 2021 Contingent consideration associated with acquisition 1 $ 16,200 $ — $ — $ 16,200 $ — As of December 31, 2020 Contingent consideration associated with acquisition 2 $ 16,200 $ — $ — $ 16,200 $ (6,730) 1 The Company did not recognize any gains (losses) during the quarter-ended March 31, 2021 related to the revaluation of these liabilities. 2 Refer to Note 3 for information regarding the adjustments made to the contingent consideration associated with the acquisition. During the year-ended December 31, 2020, the Company recognized $6.7 million in losses related to the revaluation of these liabilities. The Company did not recognize any losses during the quarter-ended March 31, 2020. |
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 December 31, 2020: Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Loss (In thousands) As of December 31, 2020 Equipment 1 5,851 — 5,851 — (5,335) |
Introduction and Description of
Introduction and Description of Business (Details) | 3 Months Ended |
Mar. 31, 2021VehicleSegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operational tractors in fleet | 18,224 |
Number of company tractors | 16,305 |
Number of independent contractor tractors | 1,919 |
Number of trailers | 59,797 |
Number of intermodal tractors | 597 |
Number of intermodal containers | 10,846 |
Number of reportable segments | Segment | 3 |
Acquisitions - Eleos (Details)
Acquisitions - Eleos (Details) - Eleos [Member] $ in Thousands | Feb. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Business Acquisition, Effective Date of Acquisition | Feb. 1, 2021 |
Business Acquisition, Percentage of Voting Interests Acquired | 79.44% |
Fair value of the consideration transferred | $ 41,518 |
Escrow For Sellers Indemnification Obligations [Member] | |
Business Acquisition [Line Items] | |
Fair value of the consideration transferred | $ 4,100 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Consideration - Eleos (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Noncontrolling interest | $ (10,281) | |||
Goodwill | $ 2,958,709 | $ 2,922,964 | ||
Eleos [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of the consideration transferred | $ 41,518 | |||
Cash and cash equivalents | 2,237 | |||
Trade and other receivables | 545 | |||
Prepaid expenses and other assets | 47 | |||
Operating lease right-of-use assets | 560 | |||
Identifiable intangible assets 1 | [1] | 15,850 | ||
Total assets | 19,239 | |||
Accounts payable | (156) | |||
Accrued payroll and payroll-related expenses | (605) | |||
Accrued liabilities | (1,391) | |||
Operating lease liabilities – current and noncurrent portions | (560) | |||
Other long-term liabilities | (475) | |||
Total liabilities | (3,187) | |||
Noncontrolling interest | (10,281) | |||
Total stockholders' equity | (10,281) | |||
Goodwill | 35,747 | |||
Eleos [Member] | Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 8,800 | |||
Eleos [Member] | Noncompete agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 200 | |||
Eleos [Member] | Internally developed software [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 3,500 | |||
Eleos [Member] | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 3,400 | |||
[1] | Includes $8.8 million in customer relationships, $0.2 million in noncompete agreements, $3.5 million in internally-developed software, and a $3.4 million trade name. |
Acquisitions - Warehousing (Det
Acquisitions - Warehousing (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Business Acquisition [Line Items] | ||||||||
Business Combination, Contingent Consideration, Liability | $ 16,200 | [1] | $ 16,200 | [1] | $ 18,300 | $ 16,200 | [1] | |
Contingent consideration associated with acquisition | 0 | $ 18,654 | ||||||
Warehousing Co [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 1, 2020 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||
Fair value of the consideration transferred | 66,444 | |||||||
Payment for Contingent Consideration Liability, Operating Activities | 8,100 | |||||||
Contingent consideration associated with acquisition | 6,700 | |||||||
Previously Reported [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of the consideration transferred | $ 66,854 | |||||||
Previously Reported [Member] | Warehousing Co [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of the consideration transferred | 66,900 | |||||||
Business Combination, Contingent Consideration, Liability | 18,700 | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of the consideration transferred | (410) | |||||||
Business Combination, Contingent Consideration, Liability | 400 | |||||||
Revision of Prior Period, Adjustment [Member] | Warehousing Co [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Contingent Consideration, Liability | $ 16,200 | $ 16,200 | $ 16,200 | |||||
Cash paid for acquisition [Member] | Warehousing Co [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of the consideration transferred | 48,200 | |||||||
Escrow For Sellers Indemnification Obligations [Member] | Warehousing Co [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value of the consideration transferred | 6,800 | |||||||
Contingent consideration (annual payment) [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Contingent Consideration, Liability, Current | 8,100 | |||||||
Contingent consideration (total payment) [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Contingent Consideration, Liability | $ 24,300 | |||||||
[1] | The carrying amount of the contingent consideration associated with the acquisition is included in both the "Accrued liabilities" and "Other long-term liabilities" line items on the condensed consolidated balance sheets. |
Acquisitions - Allocation of _2
Acquisitions - Allocation of Purchase Consideration - Warehousing (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,958,709 | $ 2,958,709 | $ 2,922,964 | ||
Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of the consideration transferred | $ 66,854 | ||||
Cash and cash equivalents | 1,388 | ||||
Trade and other receivables | 3,301 | ||||
Prepaid expenses and other assets | 608 | ||||
Other current assets | 78 | ||||
Property and equipment | 1,938 | ||||
Operating lease right-of-use assets | 12,356 | ||||
Identifiable intangible assets 1 | [1] | 55,681 | |||
Deferred tax assets | 54 | ||||
Other noncurrent assets | 404 | ||||
Total assets | 75,808 | ||||
Accounts payable | (347) | ||||
Accrued liabilities | (644) | ||||
Operating lease liabilities – current portion | (4,451) | ||||
Operating lease liabilities – less current portion | (7,905) | ||||
Total liabilities | (13,347) | ||||
Goodwill | 4,393 | ||||
Revision of Prior Period, Adjustment [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of the consideration transferred | (410) | ||||
Cash and cash equivalents | 0 | 0 | |||
Trade and other receivables | 0 | 0 | |||
Prepaid expenses and other assets | 0 | 0 | |||
Other current assets | 0 | 0 | |||
Property and equipment | 0 | 0 | |||
Operating lease right-of-use assets | 0 | 0 | |||
Identifiable intangible assets 1 | [1] | 0 | 0 | ||
Deferred tax assets | 0 | 0 | |||
Other noncurrent assets | 0 | 0 | |||
Total assets | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Accrued liabilities | 0 | 0 | |||
Operating lease liabilities – current portion | 0 | 0 | |||
Operating lease liabilities – less current portion | 0 | 0 | |||
Total liabilities | 0 | 0 | |||
Goodwill | (410) | (410) | |||
Warehousing Co [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of the consideration transferred | 66,444 | ||||
Cash and cash equivalents | 1,388 | 1,388 | |||
Trade and other receivables | 3,301 | 3,301 | |||
Prepaid expenses and other assets | 608 | 608 | |||
Other current assets | 78 | 78 | |||
Property and equipment | 1,938 | 1,938 | |||
Operating lease right-of-use assets | 12,356 | 12,356 | |||
Identifiable intangible assets 1 | [1] | 55,681 | 55,681 | ||
Deferred tax assets | 54 | 54 | |||
Other noncurrent assets | 404 | 404 | |||
Total assets | 75,808 | 75,808 | |||
Accounts payable | (347) | (347) | |||
Accrued liabilities | (644) | (644) | |||
Operating lease liabilities – current portion | (4,451) | (4,451) | |||
Operating lease liabilities – less current portion | (7,905) | (7,905) | |||
Total liabilities | (13,347) | (13,347) | |||
Goodwill | $ 3,983 | $ 3,983 | |||
Trade name | 600 | ||||
Warehousing Co [Member] | Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of the consideration transferred | 66,900 | ||||
Customer relationships [Member] | Warehousing Co [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 53,800 | ||||
Noncompete agreements [Member] | Warehousing Co [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 700 | ||||
Internally developed software [Member] | Warehousing Co [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 600 | ||||
[1] | Includes $53.8 million in customer relationships, $0.7 million in noncompete agreements, $0.6 million in internally developed software, and a $0.6 million trade name. |
Restricted Investments, Held-_2
Restricted Investments, Held-to-Maturity (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021USD ($)Securities | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Securities | ||
Schedule of Investments [Line Items] | ||||
Cost or Amortized Cost | [1] | $ 8,954 | $ 9,001 | |
Gross Unrealized Gains | 0 | 2 | ||
Gross Unrealized Temporary Losses | (4) | (8) | ||
Restricted investments, held-to-maturity 1 | [1] | $ 8,950 | $ 8,995 | |
Securities with unrealized losses for less than 12 months | Securities | 16 | 16 | ||
Impairment losses | $ 0 | $ 0 | ||
US corporate securities [Member] | ||||
Schedule of Investments [Line Items] | ||||
Cost or Amortized Cost | 8,954 | $ 9,001 | ||
Gross Unrealized Gains | 0 | 2 | ||
Gross Unrealized Temporary Losses | (4) | (8) | ||
Restricted investments, held-to-maturity 1 | $ 8,950 | $ 8,995 | ||
Maximum [Member] | ||||
Schedule of Investments [Line Items] | ||||
Contractual maturities of fixed maturity securities | one year | |||
Duration of securities in unrealized loss position | 12 months | |||
[1] | Refer to Note 4 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. |
Other Investments (Details)
Other Investments (Details) - Subsequent Event [Member] $ in Thousands | Apr. 16, 2021USD ($) |
Schedule of Investments [Line Items] | |
Investment Owned, Face Amount | $ 25,000 |
Promissory Note Interest Rate | 10.00% |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Long Lived Assets Held-for-sale [Line Items] | |||
Period Assets are Expected To Be Sold | 12 months | ||
Gain on disposal of assets held for sale | $ 10,537 | $ 3,005 | |
Equipment [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets Held for Sale | 20,800 | $ 29,800 | |
Gain on disposal of assets held for sale | 10,500 | 3,000 | |
Impairments | $ 0 | $ 100 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 2,958,709 | $ 2,922,964 | ||
Adjustments relating to deferred tax assets | (2) | |||
Acquisition | [1] | 35,747 | ||
Goodwill impairments | $ 0 | $ 0 | ||
[1] | The goodwill associated with the Eleos acquisition referenced in Note 3 was allocated to the non-reportable segment, and is net of purchase price accounting adjustments. |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets Intangible Asset Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | ||
Definite-lived intangible assets 1 | |||
Gross carrying amount | [1] | $ 910,447 | $ 894,597 |
Accumulated amortization | (157,601) | (145,852) | |
Definite-lived intangible assets, net | 752,846 | 748,745 | |
Indefinite-lived trade names: | |||
Gross carrying amount | 640,500 | 640,500 | |
Intangible assets, net | $ 1,393,346 | $ 1,389,245 | |
Intangible Assets Other Than the 2017 Merger [Member] | |||
Schedule of finite-lived intangible assets amortization expense [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 1 month 6 days | ||
Intangible assets related to the 2017 Merger [Member] [Member] | |||
Schedule of finite-lived intangible assets amortization expense [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 19 years 10 months 24 days | ||
[1] | The major categories of the Company's definite-lived intangible assets include customer relationships, non-compete agreements, internally-developed software, trade names, and others. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense, 2021 | $ 35.7 |
Amortization expense, 2022 | 47.4 |
Amortization expense, 2023 | 46.9 |
Amortization expense, 2024 | 46.9 |
Amortization Expense, 2025 | $ 46.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 25.90% | 27.20% | |
Deferred Tax Assets, Valuation Allowance | $ 0 | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 700 | ||
Accrued interest and penalties | $ 400 | $ 300 | |
Year subject to examination | 2015 | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2013 | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2019 |
Accounts Receivable Securitiz_3
Accounts Receivable Securitization (Details) - USD ($) $ in Thousands | Apr. 23, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 11, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | |
Servicing Liabilities at Fair Value [Line Items] | |||||||
Program fees | $ 700 | $ 1,400 | |||||
2018 RSA [Member] | |||||||
Servicing Liabilities at Fair Value [Line Items] | |||||||
Effective date | Jul. 11, 2018 | ||||||
Final maturity date | [1] | Jul. 9, 2021 | |||||
Receivables Sales Agreement, Borrowing Capacity | $ 325,000 | ||||||
Accordion Option Accounts Receivable Securitization | [2] | $ 175,000 | |||||
Unused commitment fee rate | [3] | 20 to 40 basis points | |||||
Program fees on outstanding balances | [4] | one-month LIBOR + 80 to 100 basis points | |||||
RSA Borrowing Base | $ 267,200 | $ 302,700 | 267,200 | ||||
Accounts receivable securitization | [5] | (199,000) | (214,000) | (199,000) | |||
Letters of Credit Outstanding, Amount | (65,281) | (67,281) | (65,281) | ||||
Availability under accounts receivable securitization facilities | 2,919 | 21,419 | 2,919 | ||||
Deferred loan costs | $ 43 | $ 100 | $ 43 | ||||
Debt Instrument, Interest Rate During Period | 1.00% | 1.00% | |||||
2021 RSA | Subsequent Event [Member] | |||||||
Servicing Liabilities at Fair Value [Line Items] | |||||||
Effective date | Apr. 23, 2021 | ||||||
Final maturity date | Apr. 23, 2024 | ||||||
Receivables Sales Agreement, Borrowing Capacity | $ 400,000 | ||||||
Accordion Option Accounts Receivable Securitization | $ 100,000 | ||||||
Program fees on outstanding balances | one-month LIBOR plus 82.5 basis points | ||||||
[1] | On April 23, 2021, the Company entered into a new accounts receivable securitization agreement which extends the maturity date to April 23, 2024. See below for more details. | ||||||
[2] | The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. | ||||||
[3] | The 2018 RSA commitment fee rate is based on the percentage of the maximum borrowing capacity utilized. | ||||||
[4] | 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. | ||||||
[5] | Outstanding borrowings are included in "Accounts receivable securitization – current portion" in the condensed consolidated balance sheets, offset by $43.0 thousand and $0.1 million of deferred loan costs as of March 31, 2021 and December 31, 2020 , respectively . Interest accrued on the aggregate principal balance at a rate of 1.0% as of March 31, 2021 and December 31, 2020. |
Commitments (Details)
Commitments (Details) $ in Millions | Mar. 31, 2021USD ($) |
Capital Addition Purchase Commitments Total Revenue Equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | $ 654.8 |
Purchase Obligation, Due in Second and Third Year | 0 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Capital Addition Purchase Commitments of Tractors [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 419.2 |
Capital Addition Purchase Commitments Non revenue equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 37.5 |
Purchase Obligation, Due in Second and Third Year | 2.1 |
Purchase Obligation, Due in Fourth and Fifth Year | 0.5 |
Purchase Obligation, Due after Fifth Year | 0 |
Fuel Purchase Commitment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 25 |
Purchase Obligation, Due in Second and Third Year | 0 |
Purchase Obligation, Due in Fourth and Fifth Year | 0 |
Purchase Obligation, Due after Fifth Year | 0 |
Transportation Resource Partners Capital Partners V [Member] | |
Long-term Purchase Commitment [Line Items] | |
Amounts Committed To Invest | 10 |
Remaining Investment Commitment | $ 10 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual | $ 21.8 | |
Loss Contingencies [Line Items] | ||
Accrual for Environmental Loss Contingencies, Gross | $ 0.7 | |
Employee Compensation and Pay Practices Matters [Member] | CRST Expedited [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, allegations | The plaintiff alleges tortious interference with contract and unjust enrichment related to non-competition agreements entered into with certain of its drivers. | |
Loss contingency, name of plaintiffs | CRST Expedited, Inc. | |
Loss contingency, name of defendant | Swift Transportation Co. of Arizona LLC. | |
Lawsuit filing date | March 20, 2017 | |
Loss contingency, domicile of litigation | United States District Court for the Northern District of Iowa | |
Loss contingency, opinion of counsel | In July 2019, a jury issued an adverse verdict in this lawsuit. The court issued a decision granting in part and denying in part certain motions related to the jury’s verdict. Both parties have appealed the court’s decision. The likelihood that a loss has been incurred is probable and estimable, and the loss has accordingly been accrued as of March 31, 2021. | |
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, allegations | The plaintiffs generally allege one or more of the following: that the Company 1) failed to pay the California minimum wage; 2) failed to provide proper meal and rest periods; 3) failed to timely pay wages upon separation from employment; 4) failed to pay for all hours worked; 5) failed to pay overtime; 6) failed to properly reimburse work-related expenses; and 7) failed to provide accurate wage statements. | |
Loss contingency, opinion of counsel | In April 2019, the parties reached settlement of this matter. In January 2020, the court granted final approval of the settlement. Two objectors appealed the court’s decision granting 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, 2021. | |
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | California Wage, Meal, and Rest Class Action 1 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, name of plaintiffs | John Burnell 1 | [1] |
Loss contingency, name of defendant | Swift Transportation Co., Inc | |
Lawsuit filing date | March 22, 2010 | |
Loss contingency, domicile of litigation | United States District Court for the Central District of California | |
Employee Compensation and Pay Practices Matters [Member] | California Wage, Meal, and Rest Class Action [Member] | California Wage, Meal, and Rest Class Action 2 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, name of plaintiffs | James R. Rudsell 1 | [1] |
Loss contingency, name of defendant | Swift Transportation Co. of Arizona, LLC and Swift Transportation Company | |
Lawsuit filing date | April 5, 2012 | |
Loss contingency, domicile of litigation | United States District Court for the Central District of California | |
Independent Contractor Matters [Member] | Ninth circuit owner operator misclassification class action 1 [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, allegations | The putative class alleges that Swift misclassified independent contractors as independent contractors, instead of employees, in violation of the Fair Labor Standards Act and various state laws. The lawsuit also raises certain related issues with respect to the lease agreements that certain independent contractors have entered into with Interstate Equipment Leasing, LLC. The putative class seeks unpaid wages, liquidated damages, interest, other costs, and attorneys' fees. | |
Loss contingency, name of plaintiffs | Joseph Sheer, Virginia Van Dusen, Jose Motolinia, Vickii Schwalm, Peter Wood 1 | [1] |
Loss contingency, name of defendant | Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew | |
Lawsuit filing date | December 22, 2009 | |
Loss contingency, domicile of litigation | Unites States District Court of Arizona and Ninth Circuit Court of Appeals | |
Loss contingency, opinion of counsel | In January 2020, the court granted final approval of the settlement in this matter. In March 2020, the Company paid the settlement amount approved by the court. As of March 31, 2021, the Company has accrued for anticipated costs associated with finalizing this matter. | |
[1] | Individually and on behalf of all others similarly situated. |
Contingencies and Legal Proce_3
Contingencies and Legal Proceedings Self Insurance (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | $ 10 |
Excess coverage layer | 5 |
Excess of excess coverage layer | 5 |
Cargo Insurance per truck or trailer | 2 |
Cargo insurance per occurrence | 10 |
Knight Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Insurance Aggregate Deductible Amount | 2.5 |
Self Retention For Employee Medical Health | 0.4 |
Knight Transportation Company [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | 1 |
Knight Transportation Company [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | 3 |
Swift Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Retention | 10 |
Self Insurance Retention Workers Compensation Claims Per Occurrence | 5 |
Self Retention For Employee Medical Health | 0.5 |
Policy Period November 1, 2020 to October 31, 2021 | |
Loss Contingencies [Line Items] | |
Self Insurance Aggregate Coverage | 100 |
Policy Period November 1, 2019 to October 31, 2020 [Member] | |
Loss Contingencies [Line Items] | |
Self Insurance Aggregate Coverage | 130 |
Policy Period, March 1, 2019 to March 1, 2020 [Member] | Knight Transportation Company [Member] | |
Loss Contingencies [Line Items] | |
Excess Personal Injury And Property Damage Liability Insurance | $ 2 |
Share Repurchase Plan (Details)
Share Repurchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 24, 2020 | May 30, 2019 | ||
Class of Stock [Line Items] | ||||||
Share repurchase, shares | 1,303 | 1,139 | ||||
Company shares repurchased | $ 53,661 | $ 34,630 | ||||
Knight-Swift Share Repurchase Plan, May 31, 2019 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share repurchase plan, authorized amount, value | $ 250,000 | |||||
Share repurchase, shares | 0 | 1,139 | ||||
Company shares repurchased | $ 0 | $ 34,630 | ||||
Share repurchase plan, remaining authorized amount, value | $ 54,100 | |||||
Knight-Swift Share Repurchase Plan, November 24, 2020 | ||||||
Class of Stock [Line Items] | ||||||
Share repurchase plan, authorized amount, value | [1] | $ 250,000 | ||||
Share repurchase, shares | [1] | 1,303 | 0 | |||
Company shares repurchased | [1] | $ 53,661 | $ 0 | |||
Share repurchase plan, remaining authorized amount, value | $ 196,300 | $ 250,000 | ||||
[1] | $196.3 million and $250.0 million remained available under the 2020 Knight-Swift Share Repurchase Plan as of March 31, 2021 and December 31, 2020, respectively. |
Weighted Average Shares Outst_3
Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Earnings Per Share [Abstract] | |||
Basic weighted average common shares outstanding | 167,478 | 170,617 | |
Dilutive effect of equity awards | 896 | 665 | |
Diluted weighted average common shares outstanding | 168,374 | 171,282 | |
Anti-dilutive shares excluded from diluted earnings per share | [1] | 6 | 256 |
[1] | Shares were excluded from the dilutive-effect calculation because the outstanding awards' exercise prices were greater than the average market price of the Company's common stock for the periods presented. |
Related Party Transactions (Sch
Related Party Transactions (Schedule Of Services Received and Provided By Company) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | ||||
Receivable | $ 7 | $ 135 | ||
Payable | 6 | 51 | ||
Freight Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 0 | $ 6,816 | ||
Received by Knight-Swift | 0 | 0 | ||
Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 0 | 5 | ||
Received by Knight-Swift | 57 | 165 | ||
Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | 6 | 24 | ||
Received by Knight-Swift | 9 | 12 | ||
Central Freight Lines, Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 0 | 133 | ||
Payable | 0 | 0 | ||
Central Freight Lines, Inc. [Member] | Freight Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 6,816 | |
Received by Knight-Swift | [1] | 0 | 0 | |
Central Freight Lines, Inc. [Member] | Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 0 | |
Received by Knight-Swift | [1] | 0 | 92 | |
Central Freight Lines, Inc. [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 15 | |
Received by Knight-Swift | [1] | 0 | 0 | |
DPF Mobile [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 0 | 0 | ||
Payable | 0 | 41 | ||
DPF Mobile [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 0 | |
Received by Knight-Swift | [1] | 0 | 12 | |
Other Affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivable | 7 | 2 | ||
Payable | 6 | $ 10 | ||
Other Affiliates [Member] | Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 0 | 5 | |
Received by Knight-Swift | [1] | 57 | 73 | |
Other Affiliates [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Provided by Knight-Swift | [1] | 6 | 9 | |
Received by Knight-Swift | [1] | $ 9 | $ 0 | |
[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 generally 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 Lines represent less-than-truckload freight services rendered to haul parts and equipment to Company shop locations. • Other Services Provided by Knight-Swift — Other services provided by the Company to the identified related parties include equipment sales and miscellaneous services. • Other Services Received by Knight-Swift — Consulting fees, diesel particulate filter cleaning, sales of various parts and tractor accessories, and certain third-party payroll and employee benefits administration services from the identified related parties are included in other services received by the Company. During the quarter ended September 30, 2020, the ownership percentage of Jerry Moyes and related affiliates fell below the threshold requiring related party disclosure. The amounts included in this Note 13 pertain to transactions that occurred prior to the date that the ownership percentage changed. |
Information by Segment and Ge_3
Information by Segment and Geography - Segment Financial Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 3 | |
Total revenue | $ 1,223,014 | $ 1,124,798 |
Operating income (loss) | 162,259 | 102,119 |
Depreciation and amortization of property and equipment | 119,915 | 110,221 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,188,900 | 1,092,990 |
Operating income (loss) | 169,517 | 108,316 |
Depreciation and amortization of property and equipment | $ 105,911 | 97,243 |
Operating Segments [Member] | Trucking [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of products and services | The Trucking reportable segment is comprised of nine trucking operating segments that provide similar transportation services to our customers utilizing similar transportation equipment over both irregular (one-way movement) and/or dedicated routes. The Trucking reportable segment consists of irregular route and dedicated, refrigerated, expedited, flatbed, and cross-border operations. | |
Total revenue | $ 962,947 | 919,061 |
Operating income (loss) | 158,483 | 107,334 |
Depreciation and amortization of property and equipment | $ 101,885 | 93,548 |
Operating Segments [Member] | Logistics [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of products and services | The Logistics reportable segment is comprised of five logistics operating segments that provide similar transportation services to our customers and primarily consist of brokerage and other freight management services utilizing third-party transportation providers and their equipment. | |
Total revenue | $ 118,887 | 79,198 |
Operating income (loss) | 7,577 | 3,719 |
Depreciation and amortization of property and equipment | $ 208 | 207 |
Operating Segments [Member] | Intermodal [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of products and services | The Intermodal reportable segment is comprised of two intermodal operating segments that provide similar transportation services to our customers. These transportation services include arranging the movement of customers' freight through third-party intermodal rail services on the Company’s trailing equipment (trailers on flat cars and rail containers), as well as drayage services to transport loads between the railheads and customer locations. | |
Total revenue | $ 107,066 | 94,731 |
Operating income (loss) | 3,457 | (2,737) |
Depreciation and amortization of property and equipment | $ 3,818 | 3,488 |
Non-reportable segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Description of all other segments | The non-reportable segments include five operating segments that consist of support services provided to the Company's customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, warehousing, and certain driving academy activities, as well as certain corporate expenses (such as legal settlements and accruals, certain impairments, and amortization of intangibles related to the 2017 Merger and various acquisitions). | |
Total revenue | $ 50,669 | 46,242 |
Operating income (loss) | (7,258) | (6,197) |
Depreciation and amortization of property and equipment | 14,004 | 12,978 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ (16,555) | $ (14,434) |
Information by Segment and Ge_4
Information by Segment and Geography - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||
Percentages Of Foreign Operations Consolidated Revenue | 5.00% | 5.00% | |
Long lived assets of foreign operations | 5.00% | 5.00% |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Values (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |||
Financial Assets: | ||||||
Restricted investments, held-to-maturity, amortized cost | [1] | $ 8,954 | $ 9,001 | |||
Restricted investments, held-to-maturity 1 | [1] | 8,950 | 8,995 | |||
Equity method investments 2 | [2] | 80,891 | 77,562 | |||
Equity method investments (Estimated Fair Value) | [2] | 80,891 | 77,562 | |||
Investments in equity securities | [3] | 22,555 | 18,675 | |||
Financial Liabilities: | ||||||
Revolving line of credit | 115,000 | 210,000 | ||||
Business Combination, Contingent Consideration, Liability | 16,200 | [4] | 16,200 | [4] | $ 18,300 | |
2017 Term Loan | ||||||
Financial Liabilities: | ||||||
Term loan Carrying Value | [5] | 299,063 | 298,907 | |||
Term loan, Fair Value | [5] | 300,000 | 300,000 | |||
Deferred loan costs | 900 | 1,100 | ||||
2018 RSA [Member] | ||||||
Financial Liabilities: | ||||||
Accounts receivable securitization | [6] | 198,957 | 213,918 | |||
2018 RSA, Fair Value Disclosure | [6] | 199,000 | 214,000 | |||
Deferred loan costs | $ 43 | $ 100 | ||||
[1] | Refer to Note 4 for the differences between the carrying amounts and estimated fair values of the Company's restricted investments, held-to-maturity. | |||||
[2] | Net equity method investment balances included in "Other long-term assets" in the condensed consolidated balance sheets. | |||||
[3] | The investments are carried at fair value and are included in "Other long-term assets" on the condensed consolidated balance sheets. | |||||
[4] | The carrying amount of the contingent consideration associated with the acquisition is included in both the "Accrued liabilities" and "Other long-term liabilities" line items on the condensed consolidated balance sheets. | |||||
[5] | The carrying amount of the Term Loan is included in "Finance lease liabilities and long-term debt – less current portion," on the condensed consolidated balance sheets and is net of $0.9 million and $1.1 million in deferred loan costs as of March 31, 2021 and December 31, 2020, respectively. | |||||
[6] | The carrying amount of the 2018 RSA is included in " Accounts receivable securitization – current portion ," on the condensed consolidated balance sheets and is net of $43.0 thousand and $0.1 million in deferred loan costs as of March 31, 2021 and December 31, 2020 , respectively. |
Fair Value Measurement - Recurr
Fair Value Measurement - Recurring and Nonrecurring Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Proceeds from (Payments for) Trading Securities, Short-term | $ 6,400 | ||||||
Trading Securities, Realized Gain | 3,500 | $ 0 | |||||
Business Combination, Contingent Consideration, Liability | 16,200 | [1] | $ 16,200 | [1] | $ 18,300 | ||
Fair Value, Recurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 10,391 | [2] | 5,300 | 3,553 | [3] | ||
Business Combination, Contingent Consideration, Liability | 16,200 | [4] | 16,200 | [5] | |||
Contingent Consideration Gain (Loss) | 0 | [4] | 0 | (6,730) | [5] | ||
Assets, Fair Value Disclosure | 22,555 | [2] | 18,675 | [3] | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 0 | [4] | 0 | [5] | |||
Assets, Fair Value Disclosure | 22,555 | [2] | 18,675 | [3] | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 0 | [4] | 0 | [5] | |||
Assets, Fair Value Disclosure | 0 | [2] | 0 | [3] | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 16,200 | [4] | 16,200 | [5] | |||
Assets, Fair Value Disclosure | 0 | [2] | 0 | [3] | |||
Fair Value, Nonrecurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | $ 0 | |||||
Assets, Fair Value Disclosure | 0 | ||||||
Equipment [Member] | Fair Value, Nonrecurring [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant, and Equipment, Fair Value Disclosure | [6] | 5,851 | |||||
Total Losses, Equipment | (5,335) | [6] | $ (900) | ||||
Equipment [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant, and Equipment, Fair Value Disclosure | [6] | 0 | |||||
Equipment [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant, and Equipment, Fair Value Disclosure | [6] | 5,851 | |||||
Equipment [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Property, Plant, and Equipment, Fair Value Disclosure | [6] | $ 0 | |||||
[1] | The carrying amount of the contingent consideration associated with the acquisition is included in both the "Accrued liabilities" and "Other long-term liabilities" line items on the condensed consolidated balance sheets. | ||||||
[2] | The Company recognized $10.4 million of unrealized gains on these assets for the quarter-ended March 31, 2021. Additionally, the Company sold $6.4 million in equity investments during the quarter ended March 31, 2021 and realized a gain of $3.5 million. The activity for these investments is included within "Other (expense) income, net" within the condensed consolidated statement of comprehensive income for the quarter ended March 31, 2021. | ||||||
[3] | The Company recognized $3.6 million of unrealized gains during the year-ended December 31, 2020. The Company recognized $5.3 million in unrealized losses during the quarter-ended March 31, 2020. The Company did not sell any equity investments during the quarter ended March 31, 2020 and therefore did not realize any gains (losses) on these investments. The activity for these investments is included within "Other (expense) income, net" within the condensed consolidated statement of comprehensive income for the quarter ended March 31, 2020. | ||||||
[4] | The Company did not recognize any gains (losses) during the quarter-ended March 31, 2021 related to the revaluation of these liabilities. | ||||||
[5] | Refer to Note 3 for information regarding the adjustments made to the contingent consideration associated with the acquisition. During the year-ended December 31, 2020, the Company recognized $6.7 million in losses related to the revaluation of these liabilities. The Company did not recognize any losses during the quarter-ended March 31, 2020 | ||||||
[6] | Reflects the non-cash impairment of certain alternative fuel technology (within the non-reportable segments) and certain revenue equipment held for sale (within the Trucking segment). During the year-ended December 31, 2020, the Company recognized $5.3 million of impairments related to these assets. The Company recognized $0.9 million of impairments during the quarter-ended March 31, 2020. |