Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 24, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 2002 West Wahalla Lane | |
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 $0.01 Par Value | |
Trading Symbol | KNX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 161,611,000 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001492691 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash and cash equivalents | $ 204,762 | $ 168,545 | |
Cash and cash equivalents – restricted | [1] | 136,174 | 297,275 |
Restricted investments, held-to-maturity, amortized cost | 0 | 530 | |
Trade receivables, net of allowance for doubtful accounts of $40,739 and $39,458, respectively | 867,610 | 888,603 | |
Contract balance – revenue in transit | 13,622 | 12,246 | |
Prepaid expenses | 137,105 | 148,696 | |
Assets held for sale | 78,918 | 83,366 | |
Income tax receivable | 58,273 | 65,815 | |
Other current assets | 35,707 | 43,939 | |
Total current assets | 1,532,171 | 1,709,015 | |
Gross property and equipment | 6,782,857 | 6,720,610 | |
Less: accumulated depreciation and amortization | (2,205,709) | (2,104,211) | |
Property and equipment, net | 4,577,148 | 4,616,399 | |
Operating lease right-of-use-assets | 443,002 | 484,821 | |
Goodwill | 3,873,131 | 3,848,798 | |
Intangible assets, net | 2,040,339 | 2,058,882 | |
Other long-term assets | 163,079 | 152,850 | |
Total assets | 12,628,870 | 12,870,765 | |
Current liabilities: | |||
Accounts payable | 283,837 | 355,173 | |
Accrued payroll and purchased transportation | 153,996 | 164,884 | |
Accrued liabilities | 224,749 | 220,350 | |
Claims accruals – current portion | 350,030 | 480,200 | |
Finance lease liabilities and long-term debt – current portion | 505,841 | 459,759 | |
Operating lease liabilities – current portion | 124,840 | 144,921 | |
Total current liabilities | 1,643,293 | 1,825,287 | |
Revolving line of credit | 202,000 | 67,000 | |
Long-term debt – less current portion | 1,193,602 | 1,223,021 | |
Finance lease liabilities – less current portion | 375,666 | 407,150 | |
Operating lease liabilities – less current portion | 342,320 | 371,407 | |
Accounts receivable securitization | 453,567 | 526,508 | |
Claims accruals – less current portion | 303,743 | 315,476 | |
Deferred tax liabilities | 930,629 | 951,749 | |
Other long-term liabilities | 111,828 | 79,086 | |
Total liabilities | 5,556,648 | 5,766,684 | |
Commitments and contingencies (Notes 7, 8, and 9) | |||
Stockholders’ equity: | |||
Preferred stock, par value $0.01 per share; 10,000 shares authorized; none issued | $ 0 | $ 0 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Common stock, par value $0.01 per share; 500,000 shares authorized; 161,593 and 161,385 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | $ 1,616 | $ 1,613 | |
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) | 161,593 | 161,385 | |
Common stock, shares outstanding (in shares) | 161,593 | 161,385 | |
Additional paid-in capital | $ 4,430,736 | $ 4,426,852 | |
Accumulated other comprehensive loss | (868) | (830) | |
Retained earnings | 2,624,666 | 2,659,755 | |
Total Knight-Swift stockholders' equity | 7,056,150 | 7,087,390 | |
Noncontrolling interest | 16,072 | 16,691 | |
Total stockholders’ equity | 7,072,222 | 7,104,081 | |
Total liabilities and stockholders’ equity | $ 12,628,870 | $ 12,870,765 | |
Common Class A [Member] | |||
Stockholders’ equity: | |||
Common stock, shares outstanding (in shares) | 161,593 | 161,385 | |
[1]Reflects cash and cash equivalents that are primarily restricted for claims payments. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 1,822,467 | $ 1,636,932 |
Operating expenses: | ||
Salaries, wages, and benefits | 692,907 | 536,742 |
Fuel | 234,589 | 187,759 |
Operations and maintenance | 134,633 | 99,311 |
Insurance and claims | 122,446 | 138,039 |
Operating taxes and licenses | 31,329 | 25,890 |
Communications | 7,533 | 5,749 |
Depreciation and amortization of property and equipment | 181,865 | 155,966 |
Amortization of intangibles | 18,543 | 16,183 |
Rental expense | 42,996 | 15,068 |
Purchased transportation | 277,257 | 280,729 |
Impairments | 3,982 | 0 |
Miscellaneous operating expenses | 53,832 | 30,709 |
Total operating expenses | 1,801,912 | 1,492,145 |
Operating income | 20,555 | 144,787 |
Other (expenses) income: | ||
Interest income | 5,022 | 5,049 |
Interest expense | (41,236) | (23,091) |
Other income, net | 8,992 | 9,703 |
Total other (expenses) income, net | (27,222) | (8,339) |
(Loss) Income before income taxes | (6,667) | 136,448 |
Income tax (benefit) expense | (3,674) | 32,735 |
Net (loss) income | (2,993) | 103,713 |
Net loss attributable to noncontrolling interest | 358 | 571 |
Net (loss) income attributable to Knight-Swift | (2,635) | 104,284 |
Other comprehensive (loss) income | (38) | 1,090 |
Comprehensive (loss) income | $ (2,673) | $ 105,374 |
(Loss) Earnings per share: | ||
Basic (in dollars per share) | $ (0.02) | $ 0.65 |
Diluted (in dollars per share) | (0.02) | 0.64 |
Dividends declared per share: (in dollars per share) | $ 0.16 | $ 0.14 |
Weighted average shares outstanding: | ||
Basic (in shares) | 161,511 | 160,915 |
Diluted (in shares) | 162,086 | 161,900 |
Revenue, excluding truckload and LTL fuel surcharge | ||
Total revenue | $ 1,612,814 | $ 1,450,293 |
Truckload and LTL fuel surcharge | ||
Total revenue | $ 209,653 | $ 186,639 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net income | $ (2,993) | $ 103,713 | |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Depreciation and amortization of property, equipment, and intangibles | 200,408 | 172,149 | |
Gain on sale of property and equipment | (6,651) | (20,879) | |
Impairments | 3,982 | 0 | |
Deferred income taxes | (13,673) | (1,316) | |
Non-cash lease expense | 46,885 | 10,651 | |
Gain on equity securities | (110) | (1,364) | |
Other adjustments to reconcile net (loss) income to net cash provided by operating activities | 1,929 | 14,777 | |
Increase (decrease) in cash resulting from changes in: | |||
Trade receivables | 17,995 | 35,614 | |
Income tax receivable | 7,542 | 28,753 | |
Accounts payable | (25,564) | 11,960 | |
Accrued liabilities and claims accrual | (148,098) | 8,194 | |
Operating lease liabilities | (54,270) | (10,489) | |
Other assets and liabilities | 9,893 | (6,604) | |
Net cash provided by operating activities | 37,275 | 345,159 | |
Cash flows from investing activities: | |||
Proceeds from maturities of held-to-maturity investments | 530 | 3,620 | |
Purchases of held-to-maturity investments | 0 | (525) | |
Proceeds from sale of property and equipment, including assets held for sale | 50,605 | 59,345 | |
Purchases of property and equipment | (191,905) | (260,339) | |
Expenditures on assets held for sale | (32) | (360) | |
Net cash, restricted cash, and equivalents invested in acquisitions | 0 | (275) | |
Other cash flows from investing activities | 1,055 | 1,229 | |
Net cash used in investing activities | (139,747) | (197,305) | |
Cash flows from financing activities: | |||
Repayments of finance leases and long-term debt | (58,781) | (22,946) | |
Borrowings (repayments) on revolving lines of credit, net | 135,000 | (43,000) | |
Borrowings under accounts receivable securitization | 12,000 | 0 | |
Repayments of accounts receivable securitization | (85,000) | (35,000) | |
Proceeds from common stock issued | 953 | 1,086 | |
Dividends paid | (25,909) | (22,983) | |
Other cash flows from financing activities | (486) | (11,748) | |
Net cash used in financing activities | (22,223) | (134,591) | |
Net (decrease) increase in cash, restricted cash, and equivalents | (124,695) | 13,263 | |
Cash, restricted cash, and equivalents at beginning of period | 469,686 | 385,345 | $ 385,345 |
Cash, restricted cash, and equivalents at end of period | 344,991 | 398,608 | $ 469,686 |
Cash paid (received) during the period for: | |||
Interest | 41,264 | 21,920 | |
Income taxes | (717) | 1,295 | |
Other Significant Noncash Transactions [Line Items] | |||
Equipment acquired included in accounts payable | 1,345 | 15,232 | |
Right-of-use assets obtained in exchange for operating lease liabilities | 5,102 | 16,281 | |
Property and equipment obtained in exchange for finance lease liabilities | 21,401 | 7,174 | |
Financing provided to independent contractors for equipment sold | |||
Other Significant Noncash Transactions [Line Items] | |||
Other non-cash investing and financing activities | 542 | 2,349 | |
Transfers from property and equipment to assets held for sale [Member] | |||
Other Significant Noncash Transactions [Line Items] | |||
Other non-cash investing and financing activities | 28,366 | 40,666 | |
Property and equipment obtained in exchange for debt and finance lease liabilities from operating lease liabilities | |||
Other Significant Noncash Transactions [Line Items] | |||
Property and equipment obtained in exchange for finance lease liabilities | $ 20,025 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) Reconciliation of Cash, Restricted Cash, and Cash Equivalents - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | |||||
Cash and cash equivalents | $ 204,762 | $ 168,545 | $ 191,245 | $ 196,770 | |
Cash and cash equivalents – restricted | [1] | 136,174 | 297,275 | 204,348 | 185,792 |
Other long-term assets | [1] | $ 4,055 | $ 3,866 | $ 3,015 | $ 2,783 |
[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] | AOCI Attributable to Parent | Total Knight-Swift Equity [Member] | Noncontrolling Interest [Member] | Common Class A [Member] | Common Class A [Member] Common Stock |
Beginning balance, shares at Dec. 31, 2022 | 160,706 | |||||||
Beginning balance, value at Dec. 31, 2022 | $ 6,955,281 | $ 4,392,266 | $ 2,553,567 | $ (2,436) | $ 6,945,004 | $ 10,277 | $ 1,607 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued to employees (Shares) | 282 | |||||||
Common stock issued to employees | 46 | 43 | 46 | 3 | ||||
Common stock issued under ESPP (Shares) | 21 | |||||||
Common stock issued under ESPP | 1,040 | 1,040 | 1,040 | 0 | ||||
Shares withheld – RSU settlement | (11,748) | (11,748) | (11,748) | |||||
Employee stock-based compensation expense | $ 7,927 | 7,927 | 7,927 | |||||
Dividends declared per share: (in dollars per share) | $ 0.14 | |||||||
Cash dividends paid and dividends accrued | $ (22,730) | (22,730) | (22,730) | |||||
Net loss | 104,284 | 104,284 | 104,284 | |||||
Net loss attributable to noncontrolling interest | (571) | 571 | ||||||
Net income | 103,713 | |||||||
Other comprehensive loss | 1,090 | 1,090 | 1,090 | |||||
Investment in noncontrolling interest | 975 | 975 | ||||||
Ending balance, shares at Mar. 31, 2023 | 161,009 | |||||||
Ending balance, value at Mar. 31, 2023 | $ 7,035,594 | 4,401,276 | 2,623,373 | (1,346) | 7,024,913 | 10,681 | 1,610 | |
Beginning balance, shares at Dec. 31, 2023 | 161,385 | 161,385 | ||||||
Beginning balance, value at Dec. 31, 2023 | $ 7,104,081 | 4,426,852 | 2,659,755 | (830) | 7,087,390 | 16,691 | 1,613 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued to employees (Shares) | 191 | |||||||
Common stock issued to employees | 0 | (2) | 0 | 2 | ||||
Common stock issued under ESPP (Shares) | 17 | |||||||
Common stock issued under ESPP | 953 | 952 | 953 | 1 | ||||
Shares withheld – RSU settlement | (6,435) | (6,435) | (6,435) | |||||
Employee stock-based compensation expense | $ 3,981 | 3,981 | 3,981 | |||||
Dividends declared per share: (in dollars per share) | $ 0.16 | |||||||
Cash dividends paid and dividends accrued | $ (26,019) | (26,019) | (26,019) | |||||
Net loss | (2,635) | (2,635) | (2,635) | |||||
Net loss attributable to noncontrolling interest | (358) | 358 | ||||||
Net income | (2,993) | |||||||
Other comprehensive loss | (38) | (38) | (38) | |||||
Investment in noncontrolling interest | 730 | 730 | ||||||
Distribution to noncontrolling interest | $ (2,038) | (1,047) | (1,047) | (991) | ||||
Ending balance, shares at Mar. 31, 2024 | 161,593 | 161,593 | ||||||
Ending balance, value at Mar. 31, 2024 | $ 7,072,222 | $ 4,430,736 | $ 2,624,666 | $ (868) | $ 7,056,150 | $ 16,072 | $ 1,616 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited)(Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Parenthetical - allowance for doubtful accounts | $ 40,739 | $ 39,458 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, the Company operated an average of 23,314 tractors (comprised of 21,120 company tractors and 2,194 independent contractor tractors) and 94,410 trailers within the Truckload segment and leasing activities within the non-reportable segments. The LTL segment operated an average of 3,357 tractors and 8,699 trailers. Additionally, the Intermodal segment operated an average of 609 tractors and 12,582 intermodal containers. As of March 31, 2024, the Company's four reportable segments were Truckload, LTL, 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 2023 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. Note regarding comparability — The reported results do not include U.S. Xpress's operating results prior to its acquisition by the Company on July 1, 2023 in accordance with the accounting treatment applicable to the transaction. Accordingly, comparisons between the Company's first quarter 2024 results and prior periods may not be meaningful. Seasonality In the full truckload 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 Truckload 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, as the Company continues to diversify its business through expansion into the LTL industry, warehousing, and other activities, seasonal volatility is becoming more tempered. Additionally, macroeconomic trends and cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact March 2024 ASU No. 2024-02: Codification Improvements - Amendments to Remove References to the Concepts Statements The amendments in this ASU contain amendments to the Codification that remove references to various Concepts Statements. In most cases, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. January 2025, Prospective or retrospective Currently under evaluation, but not expected to be material March 2024 ASU No. 2024-01: Compensation - Stock Compensation (Topic 718) The amendments in this ASU improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. January 2025, Prospective or retrospective Currently under evaluation, but not expected to be material |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions First quarter 2024 developments related to the Company's recent acquisitions are discussed below. U.S. Xpress On July 1, 2023, the Company acquired Chattanooga, Tennessee-based U.S. Xpress Enterprises, Inc. ("U.S. Xpress"), one of the largest asset-based truckload carriers in the United States. During the quarter ended March 31, 2024, the Company's consolidated operating results included U.S. Xpress' total revenue of $413.5 million and a net loss of $6.0 million. U.S. Xpress' net loss during quarter ended March 31, 2024 included $2.3 million related to the amortization of intangible assets acquired in the U.S. Xpress Acquisition. Purchase Price Allocation The purchase price allocation for U.S. Xpress is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, and among other things may be 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 applicable. 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. July 1, 2023 Opening Balance Sheet as Reported at December 31, 2023 Adjustments July 1, 2023 Opening Balance Sheet as Reported at March 31, 2024 Fair value of the consideration transferred $ 632,109 $ — $ 632,109 Cash and cash equivalents 3,321 — 3,321 Receivables 216,659 345 217,004 Prepaid expenses 21,347 — 21,347 Other current assets 47,317 — 47,317 Property and equipment 433,210 — 433,210 Operating lease right-of-use assets 337,055 — 337,055 Identifiable intangible assets 1 348,000 — 348,000 Other noncurrent assets 28,457 — 28,457 Total assets 1,435,366 345 1,435,711 Accounts payable (115,494) — (115,494) Accrued payroll and payroll-related expenses (27,485) — (27,485) Accrued liabilities (19,966) 1,722 (18,244) Claims accruals – current and noncurrent portions (180,251) — (180,251) Operating lease liabilities – current and noncurrent portions (376,763) — (376,763) Long-term debt and finance leases – current and noncurrent portions (337,949) — (337,949) Deferred tax liabilities (33,072) 7,448 (25,624) Other long-term liabilities (34,230) (33,846) (68,076) Total liabilities (1,125,210) (24,676) (1,149,886) Noncontrolling interest (391) — (391) Total stockholders' equity (391) — (391) Goodwill $ 322,344 $ 24,331 $ 346,675 1 Includes $184.5 million in customer relationships and $163.5 million in trade names. Pro Forma Information — The following unaudited pro forma information combines the historical operations of the Company and U.S. Xpress giving effect to the U.S. Xpress Acquisition, and related transactions as if consummated on January 1, 2023, the beginning of the comparative period presented. Quarter Ended March 31, 2023 (In thousands, except per share data) Total revenue $ 2,129,658 Net income attributable to Knight-Swift 78,148 Earnings per share – diluted 0.48 The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as recognition of assets acquired at estimated fair values and related depreciation and amortization, elimination of transaction costs incurred by Knight-Swift and U.S. Xpress during the periods presented that were directly related to the U.S. Xpress Acquisition, and related income tax effects of these items. As a result of the U.S. Xpress Acquisition, both Knight-Swift and U.S. Xpress incurred certain acquisition-related expenses, including professional legal and advisory fees, acceleration of share-based compensation, bonus incentives, severance payments, filing fees and other miscellaneous expenses. These acquisition-related expenses totaled $4.6 million during the quarter ended March 31, 2023. These expenses were eliminated in the presentation of the unaudited pro forma "Net income attributable to Knight-Swift" presented above. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that Knight-Swift and U.S. Xpress would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined company may achieve after the identified transactions. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the U.S. Xpress Acquisition and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. The Company did not complete any material acquisitions during the quarter ended March 31, 2024. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate — The quarter ended March 31, 2024 and March 31, 2023 effective tax rates were 55.1% and 24.0%, respectively. The current quarter effective tax rate was primarily impacted by a reduction in pre-tax income. Valuation Allowance — Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company has $10.4 million in valuation allowance associated with the capital loss and state operating loss carryforwards which may not be utilized in the future. Unrecognized Tax Benefits — The Company has unrecognized tax benefits associated with tax credit carryforwards. Management does not expect a decrease in unrecognized tax benefits relating to credits to be necessary within the next twelve months. Interest and Penalties — The Company did not have accrued interest and penalties related to unrecognized tax benefits as of March 31, 2024 and December 31, 2023. Tax Examinations — Certain of the Company's subsidiaries are currently under examination by various Federal and state jurisdictions for tax years ranging from 2009 to 2021. At the completion of these examinations, management does not expect any adjustments which would have a material impact on the Company's effective tax rate. Years subsequent to 2019 remain subject to examination. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 3 Months Ended |
Mar. 31, 2024 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization | Accounts Receivable Securitization On October 23, 2023, the Company entered into the 2023 RSA, which further amended the 2022 RSA. The 2023 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 consolidated balance sheets. As of March 31, 2024, the Company's eligible receivables generally have high credit quality, as determined by the obligor's corporate credit rating. The 2023 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, 2024. 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 2023 RSA (dollars in thousands): 2023 RSA (Dollars in thousands) Effective date October 23, 2023 Final maturity date October 1, 2025 Borrowing capacity $575,000 Accordion option 1 $100,000 Unused commitment fee rate 2 20 to 40 basis points Program fees on outstanding balances 3 one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points 1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 2 The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized. 3 As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR. Availability under the 2023 RSA is calculated as follows: March 31, 2024 December 31, 2023 (In thousands) Borrowing base, based on eligible receivables $ 479,600 $ 527,600 Less: outstanding borrowings 1 (454,000) (527,000) Less: outstanding letters of credit (21,725) — Availability under accounts receivable securitization facilities $ 3,875 $ 600 1 Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.4 million and $0.5 million as of March 31, 2024 and December 31, 2023, respectively. Interest accrued on the aggregate principal balance at a rate of 6.3% and 6.3% as of March 31, 2024 and December 31, 2023, respectively. |
Debt And Financing
Debt And Financing | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt and Financing | Debt and Financing Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following: March 31, 2024 December 31, 2023 (In thousands) 2021 Term Loan A-2, due September 3, 2024, net 1 2 199,939 199,902 2021 Term Loan A-3, due September 3, 2026, net 1 2 799,147 799,058 2023 Term Loan, due September 3, 2026, net 1 3 249,216 249,135 Revenue equipment installment notes 1 4 269,303 279,339 Prudential Notes, net 1 17,035 25,078 Other 7,810 8,567 Total long-term debt, including current portion 1,542,450 1,561,079 Less: current portion of long-term debt (348,848) (338,058) Long-term debt, less current portion $ 1,193,602 $ 1,223,021 March 31, 2024 December 31, 2023 (In thousands) Total long-term debt, including current portion $ 1,542,450 $ 1,561,079 2021 Revolver, due September 3, 2026 1 5 202,000 67,000 Long-term debt, including revolving line of credit $ 1,744,450 $ 1,628,079 1 Refer to Note 12 for information regarding the fair value of debt. 2 As of March 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. 3 As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amounts of the 2023 Term Loan was net of $0.9 million in deferred loan costs. 4 The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.83% and 4.70% as of March 31, 2024 and December 31, 2023, respectively. 5 The Company also had outstanding letters of credit of $18.0 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both March 31, 2024 and December 31, 2023. The Company also had outstanding letters of credit of $264.5 million and $264.3 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of March 31, 2024 and December 31, 2023, respectively. Credit Agreements 2021 Debt Agreement — On September 3, 2021, the Company entered into the $2.3 billion 2021 Debt Agreement (an unsecured credit facility) with a group of banks, replacing the Company's prior debt agreements. The 2021 Debt Agreement included the 2021 Term Loan A-1 which was paid off on December 3, 2022. The following table presents the key terms of the 2021 Debt Agreement: 2021 Term Loan A-2 2021 Term Loan A-3 2021 Revolver 2 2021 Debt Agreement Terms (Dollars in thousands) Maximum borrowing capacity $200,000 $800,000 $1,100,000 Final maturity date September 3, 2024 September 3, 2026 September 3, 2026 Interest rate margin reference rate BSBY BSBY BSBY Interest rate minimum margin 1 0.75% 0.88% 0.88% Interest rate maximum margin 1 1.38% 1.50% 1.50% Minimum principal payment — amount $— $10,000 $— Minimum principal payment — frequency Once Quarterly Once Minimum principal payment — commencement date September 3, 2024 September 30, 2024 September 3, 2026 1 The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of March 31, 2024, interest accrued at 6.50% on the 2021 Term Loan A-2, 6.62% on the 2021 Term Loan A-3, and 6.63% on the 2021 Revolver. 2 The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of March 31, 2024, commitment fees on the unused portion of the 2021 Revolver accrued at 0.2% and outstanding letter of credit fees accrued at 1.3%. Pursuant to the 2021 Debt Agreement, the 2021 Revolver and the 2021 Term Loans contain certain financial covenants with respect to a maximum net leverage ratio and a minimum consolidated interest coverage ratio. The 2021 Debt Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock repurchases, and equipment financing. In addition to the financial covenants, the 2021 Debt Agreement includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2021 Debt Agreement may be accelerated, and the lenders' commitments may be terminated. The 2021 Debt Agreement contains certain usual and customary restrictions and covenants relating to, among other things, dividends (which are restricted only if a default or event of default occurs and is continuing or would result therefrom), liens, affiliate transactions, and other indebtedness. As of March 31, 2024, the Company was in compliance with the covenants under the 2021 Debt Agreement. Borrowings under the 2021 Debt Agreement are made by Knight-Swift Transportation Holdings Inc. and are guaranteed by certain of the Company's material domestic subsidiaries (other than its captive insurance subsidiaries, driving academy subsidiary, and bankruptcy-remote special purpose subsidiary). 2023 Term Loan — On June 22, 2023, the Company entered into the $250.0 million 2023 Term Loan (an unsecured credit facility) with a group of banks. The 2023 Term Loan matures on September 3, 2026. There are no scheduled principal payments due until maturity. The 2023 Term Loan contains terms similar to the 2021 Debt Agreement. The proceeds received from the 2023 Term Loan were used to pay fees, commissions and expenses in connection with the Company's acquisition of U.S. Xpress. The interest rate applicable to the 2023 Term Loan is subject to a leverage-based grid and as of March 31, 2024 is equal to SOFR plus the 0.1% SOFR adjustment plus 1.50%. As of March 31, 2024, interest accrued at 6.82% on the 2023 Term Loan. U.S. Xpress's Revenue Equipment Installment Notes — In connection with the U.S. Xpress Acquisition, the Company assumed revenue equipment installment notes with various lenders to finance tractors and trailers. Payments are due in monthly installments with final maturities at various dates through March 15, 2028, and the notes are secured by related revenue equipment with a net book value of $212.1 million as of March 31, 2024. Payment terms generally range from 36 months to 84 months. The interest rates as of March 31, 2024 range from 2.0% to 7.0%. 2021 Prudential Notes — The 2021 Prudential Notes previously allowed ACT to borrow up to $125 million, less amounts currently outstanding with Prudential Capital Group, provided that certain financial ratios are maintained. The 2021 Prudential Notes have interest rates ranging from 4.05% to 4.40% and various maturity dates ranging from January 2025 through January 2028. The 2021 Prudential Notes are unsecured and contain usual and customary restrictions on, among other things, the ability to make certain payments to stockholders, similar to the provisions of the Company's 2021 Debt Agreement. As of March 31, 2024, the Company was in compliance with the covenants under the 2021 Prudential Notes. Fair Value Measurement — See Note 12 for fair value disclosures regarding the Company's debt instruments. |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | Defined Benefit Pension Plan Net periodic pension income and benefits paid during the quarter ended March 31, 2024 and 2023 were immaterial. Assumptions A weighted-average discount rate of 5.03% was used to determine benefit obligations as of March 31, 2024. The following weighted-average assumptions were used to determine net periodic pension cost: Quarter Ended March 31, 2024 2023 Discount rate 4.73 % 4.92 % Expected long-term rate of return on pension plan assets 6.00 % 6.00 % Refer to Note 12 for additional information regarding fair value measurements of the Company's investments. |
Purchase Commitments
Purchase Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | Purchase Commitments As of March 31, 2024, the Company had outstanding commitments to purchase revenue equipment of $505.3 million in the remainder of 2024 ($440.1 million of which were tractor commitments), and none thereafter. These purchases may be financed through any combination of finance leases, operating leases, debt, proceeds from sales of existing equipment, and cash flows from operations. As of March 31, 2024, the Company had outstanding commitments to purchase facilities and non-revenue equipment of $102.1 million in the remainder of 2024, $12.3 million from 2025 through 2026, $0.2 million from 2027 through 2028, and none thereafter. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. |
Contingencies and Legal Proceed
Contingencies and Legal Proceedings | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Proceedings | Contingencies and Legal Proceedings Legal Proceedings The Company is party to certain legal proceedings incidental to its business. The majority of these claims relate to bodily injury, property damage, cargo and workers' compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse impact on our condensed consolidated financial statements. However, any future claims or adverse developments in existing claims could impact this analysis. 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. Cash flows or results of operations could be materially affected in any particular period by the resolution of one or more of these contingencies. The Company has made accruals with respect to its legal matters where appropriate, as well as legal fees which are included in "Accrued liabilities" in the condensed consolidated balance sheets. The Company has recorded an aggregate accrual of approximately $6.8 million, relating to the Company's outstanding legal proceedings as of March 31, 2024. Commutation of Third-Party Carrier Insurance Risk On February 14, 2024, the Company finalized the terms of a transaction with the insurer under the third-party reinsurance agreement covering auto liability associated with the Company's third-party carrier insurance business. The agreement effectively transferred $161.1 million in third-party auto liability insurance claim liabilities to the insurer for policy periods from October 1, 2020 through March 31, 2023 funded by transferring the corresponding restricted cash held in trust for payment of the third-party insurance claims. |
Share Repurchase Plans
Share Repurchase Plans | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Share Repurchase Plans | Share Repurchase Plans In April 2022, the Company announced that the Board approved the repurchase of up to $350.0 million of the Company's outstanding common stock (the "2022 Knight-Swift Share Repurchase Plan"). With the adoption of the 2022 Knight-Swift Share Repurchase Plan, the Company terminated the 2020 Knight-Swift Share Repurchase Plan, which had approximately $42.8 million of authorized purchases remaining upon termination. The Company made no share repurchases during the quarter ended March 31, 2024 and 2023. no Under the 2022 Knight-Swift Repurchase Plan, $200.0 million remained available as of March 31, 2024 and December 31, 2023. |
Weighted Average Shares Outstan
Weighted Average Shares Outstanding | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 (In thousands) Basic weighted average common shares outstanding 161,511 160,915 Dilutive effect of equity awards 575 985 Diluted weighted average common shares outstanding 162,086 161,900 Anti-dilutive shares excluded from earnings per diluted share 1 41 7 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. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities: March 31, 2024 December 31, 2023 Condensed Consolidated Balance Sheets Caption Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Equity method investments Other long-term assets $ 110,973 $ 110,973 $ 102,252 $ 102,252 Financial Liabilities: 2021 Term Loan A-2, due September 2024 1 Finance lease liabilities and long-term debt – current portion 199,939 200,000 199,902 200,000 2021 Term Loan A-3, due September 2026 1 Finance lease liabilities and long-term debt 799,147 800,000 799,058 800,000 2023 Term Loan, due September 2026 2 Long-term debt – less current portion 249,216 250,000 249,135 250,000 2021 Revolver, due September 2026 Revolving line of credit 202,000 202,000 67,000 67,000 Revenue equipment installment notes 3 Finance lease liabilities and long-term debt 269,303 269,303 279,339 279,339 2021 Prudential Notes 4 Finance lease liabilities and long-term debt 17,035 17,054 25,078 25,100 2023 RSA, due October 2025 5 Accounts receivable securitization -less current portion 453,567 454,000 526,508 527,000 Mandatorily redeemable contingent consideration 6 Accrued liabilities 134,107 134,107 134,107 134,107 Contingent consideration 6 Accrued liabilities, Other long-term liabilities 40,859 40,859 40,859 40,859 1 As of March 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. 2 As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs. 3 As of March 31, 2024, the carrying amount of the revenue equipment installment notes included $1.1 million in fair value adjustments. As of December 31, 2023, the carrying amount of the revenue equipment installment notes included $1.3 million in fair value adjustments. 4 As of March 31, 2024, the carrying amount of the 2021 Prudential Notes was net of approximately $19,000 in deferred loan costs and included $1.0 million in fair value adjustments. As of December 31, 2023, the carrying amount of the 2021 Prudential Notes was net of $22,000 in deferred loan costs and included $1.1 million in fair value adjustments. 5 The carrying amount of the 2023 RSA was net of $0.4 million and $0.5 million in deferred loan costs as of March 31, 2024 and December 31, 2023, respectively. 6 The contingent consideration is primarily related to the U.S. Xpress Acquisition. Recurring Fair Value Measurements (Assets) — As of March 31, 2024 and December 31, 2023, there were no major categories of assets estimated at fair value that were measured on a recurring basis. 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, 2024 and December 31, 2023: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of March 31, 2024 Mandatorily redeemable contingent consideration 1 $ 134,107 $ — $ — $ 134,107 $ — Contingent consideration 1 $ 40,859 $ — $ — $ 40,859 $ — As of December 31, 2023 Mandatorily redeemable contingent consideration 1 $ 134,107 $ — $ — $ 134,107 $ — Contingent consideration 1 $ 40,859 $ — $ — $ 40,859 $ 3,359 1 Contingent consideration is associated with the U.S. Xpress Acquisition and certain other investments. The Company did not recognize any gains (losses) in the quarters ended March 31, 2024 and 2023 related to the revaluation of these liabilities. Nonrecurring Fair Value Measurements (Assets) — The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of March 31, 2024 and December 31, 2023: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Loss (In thousands) As of March 31, 2024 Buildings 1 $ — $ — $ — $ — $ (288) Equipment 2 $ — $ — $ — $ — $ (3,694) As of December 31, 2023 Buildings 1 $ — $ — $ — $ — $ (187) Equipment 2 $ — $ — $ — $ — $ (469) Software 3 $ — $ — $ — $ — $ (1,580) 1 Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments). 2 Reflects the non-cash impairment of certain revenue equipment held for sale (within the Truckload segment and the All Other Segments). 3 Reflects the non-cash impairment of software (within the All Other Segments). Nonrecurring Fair Value Measurements (Liabilities) — As of March 31, 2024 and December 31, 2023, the Company had no major categories of liabilities estimated at fair value that were measured on a nonrecurring basis. Gain on Sale of Revenue Equipment — Net gains on disposals, including disposals of property and equipment classified as assets held for sale, are reported in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income, were $6.7 million and $20.9 million for the quarter ended March 31, 2024 and 2023, respectively. Fair Value of Pension Plan Assets — The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels. Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of March 31, 2024 Fixed income funds 33,341 33,341 — — Cash and cash equivalents 1,071 1,071 — — Total pension plan assets $ 34,412 $ 34,412 $ — $ — As of December 31, 2023 Fixed income funds 34,536 34,536 — — Cash and cash equivalents 887 887 — — Total pension plan assets $ 35,423 $ 35,423 $ — $ — |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Quarter Ended March 31, 2024 2023 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Facility and Equipment Leases $ 197 $ 150 $ — $ 25 Other Services $ — $ 9 $ 27 $ 134 March 31, 2024 December 31, 2023 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 $ — $ 186 $ 23 $ 37 1 |
Information by Segment and Geog
Information by Segment and Geography | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Information by Segment and Geography | Financial Information by Segment and Geography Segment Information Quarter Ended March 31, 2024 2023 Revenue: (In thousands) Truckload $ 1,263,015 $ 1,012,245 LTL 282,122 255,304 Logistics 126,729 138,283 Intermodal 87,985 110,572 Subtotal $ 1,759,851 $ 1,516,404 All Other Segments 85,079 141,986 Intersegment eliminations (22,463) (21,458) Total revenue $ 1,822,467 $ 1,636,932 Quarter Ended March 31, 2024 2023 Operating income (loss): (In thousands) Truckload $ 23,147 $ 115,899 LTL 20,287 26,582 Logistics 2,473 12,820 Intermodal (4,908) 5,102 Subtotal $ 40,999 $ 160,403 All Other Segments 1 (20,444) (15,616) Operating income $ 20,555 $ 144,787 Quarter Ended March 31, 2024 2023 Depreciation and amortization of property and equipment: (In thousands) Truckload $ 139,993 $ 116,802 LTL 18,099 16,188 Logistics 951 1,043 Intermodal 5,456 4,432 Subtotal $ 164,499 $ 138,465 All Other Segments 17,366 17,501 Depreciation and amortization of property and equipment $ 181,865 $ 155,966 1 The $20.4 million operating loss within our All Other Segments is primarily driven by the $19.5 million operating loss in the third-party insurance business. Geographical Information In the aggregate, total revenue from the Company's international operations was less than 5.0% of consolidated total revenue for the quarters ended March 31, 2024 and 2023. Additionally, long-lived assets on the Company's international subsidiary balance sheets were less than 5.0% of consolidated total assets as of March 31, 2024 and December 31, 2023. |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Pronouncements | Date Issued Reference Description Expected Adoption Date and Method Financial Statement Impact March 2024 ASU No. 2024-02: Codification Improvements - Amendments to Remove References to the Concepts Statements The amendments in this ASU contain amendments to the Codification that remove references to various Concepts Statements. In most cases, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. January 2025, Prospective or retrospective Currently under evaluation, but not expected to be material March 2024 ASU No. 2024-01: Compensation - Stock Compensation (Topic 718) The amendments in this ASU improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. January 2025, Prospective or retrospective Currently under evaluation, but not expected to be material |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The purchase price allocation for U.S. Xpress is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, and among other things may be 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 applicable. 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. July 1, 2023 Opening Balance Sheet as Reported at December 31, 2023 Adjustments July 1, 2023 Opening Balance Sheet as Reported at March 31, 2024 Fair value of the consideration transferred $ 632,109 $ — $ 632,109 Cash and cash equivalents 3,321 — 3,321 Receivables 216,659 345 217,004 Prepaid expenses 21,347 — 21,347 Other current assets 47,317 — 47,317 Property and equipment 433,210 — 433,210 Operating lease right-of-use assets 337,055 — 337,055 Identifiable intangible assets 1 348,000 — 348,000 Other noncurrent assets 28,457 — 28,457 Total assets 1,435,366 345 1,435,711 Accounts payable (115,494) — (115,494) Accrued payroll and payroll-related expenses (27,485) — (27,485) Accrued liabilities (19,966) 1,722 (18,244) Claims accruals – current and noncurrent portions (180,251) — (180,251) Operating lease liabilities – current and noncurrent portions (376,763) — (376,763) Long-term debt and finance leases – current and noncurrent portions (337,949) — (337,949) Deferred tax liabilities (33,072) 7,448 (25,624) Other long-term liabilities (34,230) (33,846) (68,076) Total liabilities (1,125,210) (24,676) (1,149,886) Noncontrolling interest (391) — (391) Total stockholders' equity (391) — (391) Goodwill $ 322,344 $ 24,331 $ 346,675 1 Includes $184.5 million in customer relationships and $163.5 million in trade names. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information combines the historical operations of the Company and U.S. Xpress giving effect to the U.S. Xpress Acquisition, and related transactions as if consummated on January 1, 2023, the beginning of the comparative period presented. Quarter Ended March 31, 2023 (In thousands, except per share data) Total revenue $ 2,129,658 Net income attributable to Knight-Swift 78,148 Earnings per share – diluted 0.48 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Transfers and Servicing [Abstract] | |
Schedule of Servicing Liabilities at Fair Value [Table Text Block] | The following table summarizes the key terms of the 2023 RSA (dollars in thousands): 2023 RSA (Dollars in thousands) Effective date October 23, 2023 Final maturity date October 1, 2025 Borrowing capacity $575,000 Accordion option 1 $100,000 Unused commitment fee rate 2 20 to 40 basis points Program fees on outstanding balances 3 one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points 1 The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. 2 The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized. 3 As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR. Availability under the 2023 RSA is calculated as follows: March 31, 2024 December 31, 2023 (In thousands) Borrowing base, based on eligible receivables $ 479,600 $ 527,600 Less: outstanding borrowings 1 (454,000) (527,000) Less: outstanding letters of credit (21,725) — Availability under accounts receivable securitization facilities $ 3,875 $ 600 1 Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.4 million and $0.5 million as of March 31, 2024 and December 31, 2023, respectively. Interest accrued on the aggregate principal balance at a rate of 6.3% and 6.3% as of March 31, 2024 and December 31, 2023, respectively. |
Debt And Financing (Tables)
Debt And Financing (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances by Instrument | Other than the Company's accounts receivable securitization as discussed in Note 5, the Company's long-term debt consisted of the following: March 31, 2024 December 31, 2023 (In thousands) 2021 Term Loan A-2, due September 3, 2024, net 1 2 199,939 199,902 2021 Term Loan A-3, due September 3, 2026, net 1 2 799,147 799,058 2023 Term Loan, due September 3, 2026, net 1 3 249,216 249,135 Revenue equipment installment notes 1 4 269,303 279,339 Prudential Notes, net 1 17,035 25,078 Other 7,810 8,567 Total long-term debt, including current portion 1,542,450 1,561,079 Less: current portion of long-term debt (348,848) (338,058) Long-term debt, less current portion $ 1,193,602 $ 1,223,021 March 31, 2024 December 31, 2023 (In thousands) Total long-term debt, including current portion $ 1,542,450 $ 1,561,079 2021 Revolver, due September 3, 2026 1 5 202,000 67,000 Long-term debt, including revolving line of credit $ 1,744,450 $ 1,628,079 1 Refer to Note 12 for information regarding the fair value of debt. 2 As of March 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. 3 As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amounts of the 2023 Term Loan was net of $0.9 million in deferred loan costs. 4 The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.83% and 4.70% as of March 31, 2024 and December 31, 2023, respectively. 5 The Company also had outstanding letters of credit of $18.0 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both March 31, 2024 and December 31, 2023. The Company also had outstanding letters of credit of $264.5 million and $264.3 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of March 31, 2024 and December 31, 2023, respectively. |
Schedule of Long-term Debt Instruments | The following table presents the key terms of the 2021 Debt Agreement: 2021 Term Loan A-2 2021 Term Loan A-3 2021 Revolver 2 2021 Debt Agreement Terms (Dollars in thousands) Maximum borrowing capacity $200,000 $800,000 $1,100,000 Final maturity date September 3, 2024 September 3, 2026 September 3, 2026 Interest rate margin reference rate BSBY BSBY BSBY Interest rate minimum margin 1 0.75% 0.88% 0.88% Interest rate maximum margin 1 1.38% 1.50% 1.50% Minimum principal payment — amount $— $10,000 $— Minimum principal payment — frequency Once Quarterly Once Minimum principal payment — commencement date September 3, 2024 September 30, 2024 September 3, 2026 1 The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of March 31, 2024, interest accrued at 6.50% on the 2021 Term Loan A-2, 6.62% on the 2021 Term Loan A-3, and 6.63% on the 2021 Revolver. 2 The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of March 31, 2024, commitment fees on the unused portion of the 2021 Revolver accrued at 0.2% and outstanding letter of credit fees accrued at 1.3%. |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan, Assumptions | The following weighted-average assumptions were used to determine net periodic pension cost: Quarter Ended March 31, 2024 2023 Discount rate 4.73 % 4.92 % Expected long-term rate of return on pension plan assets 6.00 % 6.00 % |
Weighted Average Shares Outst_2
Weighted Average Shares Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 (In thousands) Basic weighted average common shares outstanding 161,511 160,915 Dilutive effect of equity awards 575 985 Diluted weighted average common shares outstanding 162,086 161,900 Anti-dilutive shares excluded from earnings per diluted share 1 41 7 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. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Condensed Consolidated Balance Sheets Caption Carrying Estimated Carrying Estimated (In thousands) Financial Assets: Equity method investments Other long-term assets $ 110,973 $ 110,973 $ 102,252 $ 102,252 Financial Liabilities: 2021 Term Loan A-2, due September 2024 1 Finance lease liabilities and long-term debt – current portion 199,939 200,000 199,902 200,000 2021 Term Loan A-3, due September 2026 1 Finance lease liabilities and long-term debt 799,147 800,000 799,058 800,000 2023 Term Loan, due September 2026 2 Long-term debt – less current portion 249,216 250,000 249,135 250,000 2021 Revolver, due September 2026 Revolving line of credit 202,000 202,000 67,000 67,000 Revenue equipment installment notes 3 Finance lease liabilities and long-term debt 269,303 269,303 279,339 279,339 2021 Prudential Notes 4 Finance lease liabilities and long-term debt 17,035 17,054 25,078 25,100 2023 RSA, due October 2025 5 Accounts receivable securitization -less current portion 453,567 454,000 526,508 527,000 Mandatorily redeemable contingent consideration 6 Accrued liabilities 134,107 134,107 134,107 134,107 Contingent consideration 6 Accrued liabilities, Other long-term liabilities 40,859 40,859 40,859 40,859 1 As of March 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. 2 As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs. 3 As of March 31, 2024, the carrying amount of the revenue equipment installment notes included $1.1 million in fair value adjustments. As of December 31, 2023, the carrying amount of the revenue equipment installment notes included $1.3 million in fair value adjustments. 4 As of March 31, 2024, the carrying amount of the 2021 Prudential Notes was net of approximately $19,000 in deferred loan costs and included $1.0 million in fair value adjustments. As of December 31, 2023, the carrying amount of the 2021 Prudential Notes was net of $22,000 in deferred loan costs and included $1.1 million in fair value adjustments. 5 The carrying amount of the 2023 RSA was net of $0.4 million and $0.5 million in deferred loan costs as of March 31, 2024 and December 31, 2023, respectively. 6 The contingent consideration is primarily related to the U.S. Xpress Acquisition. |
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, 2024 and December 31, 2023: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Gain (Loss) (In thousands) As of March 31, 2024 Mandatorily redeemable contingent consideration 1 $ 134,107 $ — $ — $ 134,107 $ — Contingent consideration 1 $ 40,859 $ — $ — $ 40,859 $ — As of December 31, 2023 Mandatorily redeemable contingent consideration 1 $ 134,107 $ — $ — $ 134,107 $ — Contingent consideration 1 $ 40,859 $ — $ — $ 40,859 $ 3,359 1 Contingent consideration is associated with the U.S. Xpress Acquisition and certain other investments. The Company did not recognize any gains (losses) in the quarters ended March 31, 2024 and 2023 related to the revaluation of these liabilities. |
Nonrecurring Fair Value Measurements (Assets) | The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of March 31, 2024 and December 31, 2023: Fair Value Measurements at Reporting Date Using Estimated Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Loss (In thousands) As of March 31, 2024 Buildings 1 $ — $ — $ — $ — $ (288) Equipment 2 $ — $ — $ — $ — $ (3,694) As of December 31, 2023 Buildings 1 $ — $ — $ — $ — $ (187) Equipment 2 $ — $ — $ — $ — $ (469) Software 3 $ — $ — $ — $ — $ (1,580) 1 Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments). 2 Reflects the non-cash impairment of certain revenue equipment held for sale (within the Truckload segment and the All Other Segments). 3 Reflects the non-cash impairment of software (within the All Other Segments). |
Recurring Fair Value Measurements (Assets) | The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels. Fair Value Measurements at Reporting Date Using: Estimated Level 1 Inputs Level 2 Inputs Level 3 Inputs (In thousands) As of March 31, 2024 Fixed income funds 33,341 33,341 — — Cash and cash equivalents 1,071 1,071 — — Total pension plan assets $ 34,412 $ 34,412 $ — $ — As of December 31, 2023 Fixed income funds 34,536 34,536 — — Cash and cash equivalents 887 887 — — Total pension plan assets $ 35,423 $ 35,423 $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Quarter Ended March 31, 2024 2023 Provided by Knight-Swift Received by Knight-Swift Provided by Knight-Swift Received by Knight-Swift (In thousands) Facility and Equipment Leases $ 197 $ 150 $ — $ 25 Other Services $ — $ 9 $ 27 $ 134 March 31, 2024 December 31, 2023 Receivable Payable Receivable Payable (In thousands) Certain affiliates 1 $ — $ 186 $ 23 $ 37 1 |
Information by Segment and Ge_2
Information by Segment and Geography (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Segments | Quarter Ended March 31, 2024 2023 Revenue: (In thousands) Truckload $ 1,263,015 $ 1,012,245 LTL 282,122 255,304 Logistics 126,729 138,283 Intermodal 87,985 110,572 Subtotal $ 1,759,851 $ 1,516,404 All Other Segments 85,079 141,986 Intersegment eliminations (22,463) (21,458) Total revenue $ 1,822,467 $ 1,636,932 Quarter Ended March 31, 2024 2023 Operating income (loss): (In thousands) Truckload $ 23,147 $ 115,899 LTL 20,287 26,582 Logistics 2,473 12,820 Intermodal (4,908) 5,102 Subtotal $ 40,999 $ 160,403 All Other Segments 1 (20,444) (15,616) Operating income $ 20,555 $ 144,787 Quarter Ended March 31, 2024 2023 Depreciation and amortization of property and equipment: (In thousands) Truckload $ 139,993 $ 116,802 LTL 18,099 16,188 Logistics 951 1,043 Intermodal 5,456 4,432 Subtotal $ 164,499 $ 138,465 All Other Segments 17,366 17,501 Depreciation and amortization of property and equipment $ 181,865 $ 155,966 1 The $20.4 million operating loss within our All Other Segments is primarily driven by the $19.5 million operating loss in the third-party insurance business. |
Introduction and Basis of Pre_3
Introduction and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2024 Vehicle Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operational tractors in fleet | 23,314 |
Number of company tractors | 21,120 |
Number of independent contractor tractors | 2,194 |
Number of trailers | 94,410 |
Number of LTL tractors | 3,357 |
Number of LTL trailers | 8,699 |
Number of intermodal tractors | 609 |
Number of intermodal containers | 12,582 |
Number of reportable segments | Segment | 4 |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update 2024-02 | |
Recently Issued Accounting Pronouncements [Line Items] | |
New Accounting Pronouncement or change in Accounting Principle, Description | The amendments in this ASU contain amendments to the Codification that remove references to various Concepts Statements. In most cases, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. |
New Accounting Pronouncement Adoption Method and Date | January 2025, Prospective or retrospective |
New Accounting Pronouncement Financial Statement Impact | Currently under evaluation, but not expected to be material |
Accounting Standards Update 2024-01 | |
Recently Issued Accounting Pronouncements [Line Items] | |
New Accounting Pronouncement or change in Accounting Principle, Description | The amendments in this ASU improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. |
New Accounting Pronouncement Adoption Method and Date | January 2025, Prospective or retrospective |
New Accounting Pronouncement Financial Statement Impact | Currently under evaluation, but not expected to be material |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 01, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Total revenue | $ 1,822,467 | $ 1,636,932 | |
Net income | (2,993) | 103,713 | |
Amortization of Intangible Assets | 18,543 | 16,183 | |
U.S. Xpress | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Effective Date of Acquisition | Jul. 01, 2023 | ||
Total revenue | 413,500 | ||
Net income | 6,000 | ||
Amortization of Intangible Assets | $ 2,300 | ||
Business Combination, Acquisition Related Costs | $ 4,600 |
Acquisitions - Tables (Details)
Acquisitions - Tables (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | ||
Business Acquisition [Line Items] | |||||
Noncontrolling interest | $ (730) | $ (975) | |||
Goodwill | $ 3,873,131 | $ 3,848,798 | 3,873,131 | ||
U.S. Xpress | |||||
Business Acquisition [Line Items] | |||||
Fair value of the consideration transferred | 632,109 | 632,109 | |||
Cash and cash equivalents | 3,321 | 3,321 | 3,321 | ||
Receivables | 217,004 | 216,659 | 217,004 | ||
Prepaid expenses | 21,347 | 21,347 | 21,347 | ||
Other current assets | 47,317 | 47,317 | 47,317 | ||
Property and equipment | 433,210 | 433,210 | 433,210 | ||
Operating lease right-of-use assets | 337,055 | 337,055 | 337,055 | ||
Identifiable intangible assets 1 | [1] | 348,000 | 348,000 | 348,000 | |
Other noncurrent assets | 28,457 | 28,457 | 28,457 | ||
Total assets | 1,435,711 | 1,435,366 | 1,435,711 | ||
Accounts payable | (115,494) | (115,494) | (115,494) | ||
Accrued payroll and payroll-related expenses | (27,485) | (27,485) | (27,485) | ||
Accrued liabilities | (18,244) | (19,966) | (18,244) | ||
Claims accruals – current and noncurrent portions | (180,251) | (180,251) | (180,251) | ||
Operating lease liabilities – current and noncurrent portions | (376,763) | (376,763) | (376,763) | ||
Long-term debt and finance leases – current and noncurrent portions | (337,949) | (337,949) | (337,949) | ||
Deferred Tax Liabilities | (25,624) | (33,072) | (25,624) | ||
Other long-term liabilities | (68,076) | (34,230) | (68,076) | ||
Total liabilities | (1,149,886) | (1,125,210) | (1,149,886) | ||
Noncontrolling interest | (391) | (391) | |||
Total stockholders' equity | (391) | (391) | (391) | ||
Goodwill | 346,675 | $ 322,344 | 346,675 | ||
Trade names | 163,500 | 163,500 | |||
Total revenue | 2,129,658 | ||||
Net income attributable to Knight-Swift | $ 78,148 | ||||
Earnings per share – diluted | $ 0.48 | ||||
U.S. Xpress | Revision of Prior Period, Adjustment [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of the consideration transferred | 0 | ||||
Cash and cash equivalents | 0 | 0 | |||
Receivables | 345 | 345 | |||
Prepaid expenses | 0 | 0 | |||
Other current assets | 0 | 0 | |||
Property and equipment | 0 | 0 | |||
Operating lease right-of-use assets | 0 | 0 | |||
Identifiable intangible assets 1 | 0 | 0 | |||
Other noncurrent assets | 0 | 0 | |||
Total assets | 345 | 345 | |||
Accounts payable | 0 | 0 | |||
Accrued payroll and payroll-related expenses | 0 | 0 | |||
Accrued liabilities | 1,722 | 1,722 | |||
Claims accruals – current and noncurrent portions | 0 | 0 | |||
Operating lease liabilities – current and noncurrent portions | 0 | 0 | |||
Long-term debt and finance leases – current and noncurrent portions | 0 | 0 | |||
Deferred Tax Liabilities | 7,448 | 7,448 | |||
Other long-term liabilities | (33,846) | (33,846) | |||
Total liabilities | (24,676) | (24,676) | |||
Noncontrolling interest | 0 | ||||
Total stockholders' equity | 0 | 0 | |||
Goodwill | 24,331 | 24,331 | |||
U.S. Xpress | Customer relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 184,500 | $ 184,500 | |||
[1]Includes $184.5 million in customer relationships and $163.5 million in trade names. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | 55.10% | 24% | |
Deferred Tax Assets, Valuation Allowance | $ 10.4 | $ 10.4 | |
Accrued interest and penalties | $ 0 | $ 0 | |
Year subject to examination | 2019 | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2009 | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Year under income tax examination | 2021 |
Accounts Receivable Securitiz_3
Accounts Receivable Securitization (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 23, 2023 | |
Servicing Liabilities at Fair Value [Line Items] | ||||
Less: outstanding letters of credit | $ (264,500) | $ (264,300) | ||
2023 RSA | ||||
Servicing Liabilities at Fair Value [Line Items] | ||||
Effective date | Oct. 23, 2023 | |||
Final maturity date | Oct. 01, 2025 | |||
Receivables Sales Agreement, Borrowing Capacity | $ 575,000 | |||
Accordion Option Accounts Receivable Securitization | [1] | $ 100,000 | ||
Unused commitment fee rate | [2] | 20 to 40 basis points | ||
Program fees on outstanding balances | [3] | one month SOFR + credit adjustment spread 10 basis points + 82.5 basis points | ||
Borrowing base, based on eligible receivables | 479,600 | 527,600 | ||
Accounts receivable securitization | [4] | (454,000) | (527,000) | |
Less: outstanding letters of credit | (21,725) | 0 | ||
Availability under accounts receivable securitization facilities | 3,875 | 600 | ||
Deferred loan costs | $ 400 | $ 500 | ||
Debt Instrument, Interest Rate During Period | 6.30% | 6.30% | ||
[1] The accordion option increases the maximum borrowing capacity, subject to participation of the purchasers. The commitment fee rates are based on the percentage of the maximum borrowing capacity utilized. As identified within the 2023 RSA, the lender can trigger an amendment by identifying and deciding upon a replacement index for SOFR. Outstanding borrowings are included in "Accounts receivable securitization" in the condensed consolidated balance sheets and are offset by deferred loan costs of $0.4 million and $0.5 million as of March 31, 2024 and December 31, 2023, respectively. Interest accrued on the aggregate principal balance at a rate of 6.3% and 6.3% as of March 31, 2024 and December 31, 2023, respectively. |
Debt And Financing (Details)
Debt And Financing (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2024 | Jun. 22, 2023 | Sep. 03, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | ||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | $ 1,542,450 | $ 1,542,450 | $ 1,561,079 | |||
Secured Debt | [1],[2] | 269,303 | 269,303 | 279,339 | ||
Less: current portion of long-term debt | (348,848) | (348,848) | (338,058) | |||
Long-term debt – less current portion | 1,193,602 | 1,193,602 | 1,223,021 | |||
Revolving line of credit | 202,000 | 202,000 | 67,000 | |||
Long-term Debt | 1,744,450 | 1,744,450 | 1,628,079 | |||
Letters of Credit Outstanding, Amount | 264,500 | 264,500 | 264,300 | |||
2021 Term Loan A-2 | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [1],[3] | 199,939 | 199,939 | 199,902 | ||
Deferred loan costs | $ 100 | 100 | 100 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | |||||
Final maturity date | Sep. 03, 2024 | |||||
Program fees on outstanding balances | BSBY | |||||
Minimum principal payment — amount | $ 0 | |||||
Minimum principal payment — frequency | Once | |||||
Minimum principal payment — commencement date | Sep. 03, 2024 | |||||
Debt Instrument, Interest Rate During Period | 6.50% | |||||
2021 Term Loan A-2 | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 0.75% | ||||
2021 Term Loan A-2 | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 1.38% | ||||
2021 Term Loan A-3 | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [1],[3] | $ 799,147 | 799,147 | 799,058 | ||
Deferred loan costs | $ 900 | 900 | 900 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 800,000 | |||||
Final maturity date | Sep. 03, 2026 | |||||
Program fees on outstanding balances | BSBY | |||||
Minimum principal payment — amount | $ 10,000 | |||||
Minimum principal payment — frequency | Quarterly | |||||
Minimum principal payment — commencement date | Sep. 30, 2024 | |||||
Debt Instrument, Interest Rate During Period | 6.62% | |||||
2021 Term Loan A-3 | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 0.88% | ||||
2021 Term Loan A-3 | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 1.50% | ||||
2023 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [1],[5] | $ 249,216 | 249,216 | 249,135 | ||
Deferred loan costs | $ 800 | 800 | 900 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | |||||
Final maturity date | Sep. 03, 2026 | |||||
Program fees on outstanding balances | SOFR | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | |||||
Minimum principal payment — amount | $ 0 | |||||
Debt Instrument, Interest Rate During Period | 6.82% | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||||
2021 Prudential Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt | [1] | $ 17,035 | 17,035 | 25,078 | ||
2021 Prudential Notes | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.05% | |||||
2021 Prudential Notes | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.40% | |||||
Other Debt | ||||||
Debt Instrument [Line Items] | ||||||
Secured Debt, Other | 7,810 | 7,810 | $ 8,567 | |||
2021 Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Letters of Credit Outstanding, Amount | $ 18,000 | $ 18,000 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | [6] | $ 1,100,000 | ||||
Final maturity date | [6] | Sep. 03, 2026 | ||||
Program fees on outstanding balances | [6] | BSBY | ||||
Minimum principal payment — amount | [6] | $ 0 | ||||
Minimum principal payment — frequency | [6] | Once | ||||
Minimum principal payment — commencement date | [6] | Sep. 03, 2026 | ||||
Debt Instrument, Interest Rate During Period | 6.63% | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |||||
Line of Credit Facility, Commitment Fee Percentage | 1.30% | |||||
2021 Revolver | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [4],[6] | 0.88% | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | |||||
2021 Revolver | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [4],[6] | 1.50% | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |||||
U.S. Xpress Revenue Equipment Installment Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt, Weighted Average Interest Rate | 5.83% | 5.83% | 4.70% | |||
Debt Instrument, Collateral Amount | $ 212,100 | $ 212,100 | ||||
U.S. Xpress Revenue Equipment Installment Notes | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 2% | |||||
Debt Instrument, Term | 36 months | |||||
U.S. Xpress Revenue Equipment Installment Notes | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 7% | |||||
Debt Instrument, Term | 84 months | |||||
Line of Credit | 2021 Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Revolving line of credit | [1],[7] | $ 202,000 | $ 202,000 | $ 67,000 | ||
Loans Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,300,000 | |||||
Loans Payable [Member] | 2021 Term Loan A-2 | ||||||
Debt Instrument [Line Items] | ||||||
Deferred loan costs | 100 | 100 | 100 | |||
Loans Payable [Member] | 2021 Term Loan A-3 | ||||||
Debt Instrument [Line Items] | ||||||
Deferred loan costs | 900 | 900 | 900 | |||
Loans Payable [Member] | 2023 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Deferred loan costs | $ 800 | $ 800 | $ 900 | |||
Loans Payable [Member] | 2021 Prudential Notes | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000 | |||||
[1] Refer to Note 12 for information regarding the fair value of debt. The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.83% and 4.70% as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. The interest rate margin for the 2021 Term Loans and 2021 Revolver is based on the Company's consolidated leverage ratio. As of March 31, 2024, interest accrued at 6.50% on the 2021 Term Loan A-2, 6.62% on the 2021 Term Loan A-3, and 6.63% on the 2021 Revolver. As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amounts of the 2023 Term Loan was net of $0.9 million in deferred loan costs. The commitment fee for the unused portion of the 2021 Revolver is based on the Company's consolidated leverage ratio, and ranges from 0.1% to 0.2%. As of March 31, 2024, commitment fees on the unused portion of the 2021 Revolver accrued at 0.2% and outstanding letter of credit fees accrued at 1.3%. The Company also had outstanding letters of credit of $18.0 million under the 2021 Revolver, primarily related to workers' compensation and self-insurance liabilities for both March 31, 2024 and December 31, 2023. The Company also had outstanding letters of credit of $264.5 million and $264.3 million under a separate bilateral agreement which do not impact the availability of the 2021 Revolver as of March 31, 2024 and December 31, 2023, respectively. |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Discount Rate (Point in Time) | 5.03% | |
Discount Rate (Period of Time) | 4.73% | 4.92% |
Expected long-term rate of return on pension plan assets | 6% | 6% |
Purchase Commitments (Details)
Purchase Commitments (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Capital Addition Purchase Commitments Total Revenue Equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | $ 505.3 |
Purchase Obligation, to be Paid, Year One | 505.3 |
Purchase Obligation, to be Paid, Year Two | 0 |
Purchase Obligation, to be Paid, Year Three | 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 | 440.1 |
Capital Addition Purchase Commitments Non revenue equipment [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | 102.1 |
Purchase Obligation, to be Paid, Year One | 102.1 |
Purchase Obligation, Due in Second and Third Year | 12.3 |
Purchase Obligation, Due in Fourth and Fifth Year | 0.2 |
Purchase Obligation, Due after Fifth Year | $ 0 |
Contingencies and Legal Proce_2
Contingencies and Legal Proceedings (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency accrual | $ 6,800 |
Payments for Reinsurance | $ 161,100 |
Share Repurchase Plans (Details
Share Repurchase Plans (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 19, 2022 | |
Knight-Swift Share Repurchase Plan, November 24, 2020 | ||||
Class of Stock [Line Items] | ||||
Share repurchase plan, remaining authorized amount, value | $ 42,800 | |||
Knight-Swift Share Repurchase Plan, April 19, 2022 | ||||
Class of Stock [Line Items] | ||||
Share repurchase plan, authorized amount, value | $ 350,000 | |||
Share repurchase plan, remaining authorized amount, value | $ 200,000 | $ 200,000 | ||
Share repurchase, shares | 0 | 0 | ||
Company shares repurchased | $ 0 | $ 0 |
Weighted Average Shares Outst_3
Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Earnings Per Share [Abstract] | |||
Basic weighted average common shares outstanding | 161,511 | 160,915 | |
Dilutive effect of equity awards | 575 | 985 | |
Diluted weighted average common shares outstanding | 162,086 | 161,900 | |
Anti-dilutive shares excluded from diluted earnings per share | [1] | 41 | 7 |
[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. |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Values (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Financial Assets: | |||
Equity method investments | $ 110,973 | $ 102,252 | |
Equity method investments (Estimated Fair Value) | 110,973 | 102,252 | |
Financial Liabilities: | |||
Term loan Carrying Value | 1,744,450 | 1,628,079 | |
Revolving line of credit | 202,000 | 67,000 | |
Secured Debt | [1],[2] | 269,303 | 279,339 |
Accounts receivable securitization | 453,567 | 526,508 | |
Business Combination, Contingent Consideration, Liability | [3] | 40,859 | 40,859 |
2023 Term Loan | |||
Financial Liabilities: | |||
Deferred loan costs | 800 | 900 | |
2023 Term Loan | Loans Payable [Member] | |||
Financial Liabilities: | |||
Deferred loan costs | 800 | 900 | |
U.S. Xpress | Class A | |||
Financial Liabilities: | |||
Business Combination, Contingent Consideration, Liability | [3] | 134,107 | 134,107 |
2021 Term Loan A-2 | |||
Financial Liabilities: | |||
Term loan Carrying Value | [4] | 199,939 | 199,902 |
Term loan, Fair Value | [4] | 200,000 | 200,000 |
2021 Term Loan A-3 | |||
Financial Liabilities: | |||
Term loan Carrying Value | [4] | 799,147 | 799,058 |
Term loan, Fair Value | [4] | 800,000 | 800,000 |
2023 Term Loan | |||
Financial Liabilities: | |||
Term loan Carrying Value | [5] | 249,216 | 249,135 |
Term loan, Fair Value | [5] | 250,000 | 250,000 |
2021 Revolver | |||
Financial Liabilities: | |||
Revolving line of credit | 202,000 | 67,000 | |
U.S. Xpress Revenue Equipment Installment Notes | |||
Financial Liabilities: | |||
Secured Debt | [6] | 269,303 | 279,339 |
Debt Instrument, Fair Value Disclosure | 1,100 | 1,300 | |
2021 Prudential Notes | |||
Financial Liabilities: | |||
Term loan Carrying Value | [7] | 17,035 | 25,078 |
Term loan, Fair Value | [7] | 17,054 | 25,100 |
Debt Instrument, Fair Value Disclosure | 1,000 | 1,100 | |
Deferred loan costs | 19 | 22 | |
2023 RSA | |||
Financial Liabilities: | |||
Accounts receivable securitization | [8] | 453,567 | 526,508 |
Debt Instrument, Fair Value Disclosure | [8] | 454,000 | 527,000 |
Deferred loan costs | $ 400 | $ 500 | |
[1] Refer to Note 12 for information regarding the fair value of debt. The revenue equipment installment loans were assumed at the close of the U.S. Xpress Acquisition and have a weighted average interest rate of 5.83% and 4.70% as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs. As of March 31, 2024, the carrying amount of the revenue equipment installment notes included $1.1 million in fair value adjustments. As of December 31, 2023, the carrying amount of the revenue equipment installment notes included $1.3 million in fair value adjustments. As of March 31, 2024, the carrying amount of the 2021 Prudential Notes was net of approximately $19,000 in deferred loan costs and included $1.0 million in fair value adjustments. As of December 31, 2023, the carrying amount of the 2021 Prudential Notes was net of $22,000 in deferred loan costs and included $1.1 million in fair value adjustments. The carrying amount of the 2023 RSA was net of $0.4 million and $0.5 million in deferred loan costs as of March 31, 2024 and December 31, 2023, respectively. |
Fair Value Measurement - Recurr
Fair Value Measurement - Recurring and Nonrecurring Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | [1] | $ 40,859 | $ 40,859 | |||
Asset Impairment Charges | (3,982) | $ 0 | ||||
Gain (Loss) on Disposition of Property Plant Equipment | 6,651 | 20,879 | ||||
Equipment [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Gain (Loss) on Disposition of Property Plant Equipment | 6,700 | 20,900 | ||||
U.S. Xpress | Class A | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | [1] | 134,107 | 134,107 | |||
Fair Value, Recurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets, Fair Value Disclosure | 0 | 0 | ||||
Business Combination, Contingent Consideration, Liability | [2] | 40,859 | 40,859 | |||
Contingent Consideration Gain (Loss) | 0 | [2] | $ 0 | (3,359) | [2] | |
Total pension plan assets | 34,412 | 35,423 | ||||
Fair Value, Recurring [Member] | U.S. Xpress | Class A | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 134,107 | 134,107 | [2] | |||
Contingent Consideration Gain (Loss) | 0 | 0 | [2] | |||
Fair Value, Recurring [Member] | Fixed income funds | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 33,341 | 34,536 | ||||
Fair Value, Recurring [Member] | Cash and cash equivalents | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 1,071 | 887 | ||||
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 | [2] | 0 | 0 | |||
Total pension plan assets | 34,412 | 35,423 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Xpress | Class A | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | [2] | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fixed income funds | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 33,341 | 34,536 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Cash and cash equivalents | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 1,071 | 887 | ||||
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 | [2] | 0 | 0 | |||
Total pension plan assets | 0 | 0 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Xpress | Class A | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | [2] | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed income funds | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 0 | 0 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash and cash equivalents | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 0 | 0 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | [2] | 40,859 | 40,859 | |||
Total pension plan assets | 0 | 0 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Xpress | Class A | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | 134,107 | 134,107 | [2] | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fixed income funds | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 0 | 0 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Cash and cash equivalents | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total pension plan assets | 0 | 0 | ||||
Fair Value, Nonrecurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | ||||
Fair Value, Nonrecurring [Member] | Software and Software Development Costs | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [3] | 0 | ||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Software and Software Development Costs | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [3] | 0 | ||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Software and Software Development Costs | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [3] | 0 | ||||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Software and Software Development Costs | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [3] | 0 | ||||
Building and Building Improvements | Fair Value, Nonrecurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [4] | 0 | 0 | |||
Asset Impairment Charges | [4] | (288) | (187) | |||
Building and Building Improvements | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [4] | 0 | 0 | |||
Building and Building Improvements | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [4] | 0 | 0 | |||
Building and Building Improvements | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [4] | 0 | 0 | |||
Equipment [Member] | Fair Value, Nonrecurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [5] | 0 | 0 | |||
Total Losses, nonrecurring assets | [5] | (3,694) | (469) | |||
Equipment [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [5] | 0 | 0 | |||
Equipment [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [5] | 0 | 0 | |||
Equipment [Member] | Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, Plant, and Equipment, Fair Value Disclosure | [5] | $ 0 | 0 | |||
Software and Software Development Costs | Fair Value, Nonrecurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset Impairment Charges | [3] | $ (1,580) | ||||
[1]he contingent consideration is primarily related to the U.S. Xpress Acquisition[2] Contingent consideration is associated with the U.S. Xpress Acquisition and certain other investments. The Company did not recognize any gains (losses) in the quarters ended March 31, 2024 and 2023 related to the revaluation of these liabilities. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | ||||
Total revenue | $ 1,822,467 | $ 1,636,932 | ||
Costs and Expenses | 1,801,912 | 1,492,145 | ||
Trade receivables, net of allowance for doubtful accounts of $40,739 and $39,458, respectively | 867,610 | $ 888,603 | ||
Accounts payable | 283,837 | 355,173 | ||
Certain Affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Trade receivables, net of allowance for doubtful accounts of $40,739 and $39,458, respectively | [1] | 0 | 23 | |
Accounts payable | [1] | 186 | $ 37 | |
Certain Affiliates [Member] | Facility and Equipment Leases [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total revenue | 197 | 0 | ||
Costs and Expenses | 150 | 25 | ||
Certain Affiliates [Member] | Other Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total revenue | 0 | 27 | ||
Costs and Expenses | $ 9 | $ 134 | ||
[1] "Certain affiliates" includes entities that are associated with various board members and executives and require approval by the Audit Committee of the Board prior to completing transactions. Transactions with these entities generally include facility and equipment leases, equipment sales, and other services. |
Information by Segment and Ge_3
Information by Segment and Geography - Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 1,822,467 | $ 1,636,932 | |
Operating income | 20,555 | 144,787 | |
Depreciation and amortization of property and equipment | 181,865 | 155,966 | |
Third Party Carrier Services | |||
Segment Reporting Information [Line Items] | |||
Operating income | (19,500) | ||
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,759,851 | 1,516,404 | |
Operating income | 40,999 | 160,403 | |
Depreciation and amortization of property and equipment | 164,499 | 138,465 | |
Operating Segments [Member] | Truckload [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 1,263,015 | 1,012,245 | |
Operating income | 23,147 | 115,899 | |
Depreciation and amortization of property and equipment | 139,993 | 116,802 | |
Operating Segments [Member] | LTL | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 282,122 | 255,304 | |
Operating income | 20,287 | 26,582 | |
Depreciation and amortization of property and equipment | 18,099 | 16,188 | |
Operating Segments [Member] | Logistics [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 126,729 | 138,283 | |
Operating income | 2,473 | 12,820 | |
Depreciation and amortization of property and equipment | 951 | 1,043 | |
Operating Segments [Member] | Intermodal [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 87,985 | 110,572 | |
Operating income | (4,908) | 5,102 | |
Depreciation and amortization of property and equipment | 5,456 | 4,432 | |
Non-reportable segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 85,079 | 141,986 | |
Operating income | (20,444) | [1] | (15,616) |
Depreciation and amortization of property and equipment | 17,366 | 17,501 | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ (22,463) | $ (21,458) | |
[1] The $20.4 million operating loss within our All Other Segments is primarily driven by the $19.5 million operating loss in the third-party insurance business. |
Information by Segment and Ge_4
Information by Segment and Geography - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | |||
Percentages Of Foreign Operations Consolidated Revenue | 5% | 5% | |
Long lived assets of foreign operations | 5% | 5% |