UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2020

___________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________________________

Delaware

001-35007

20-5589597

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

20002 North 19th Avenue

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  • Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  • Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  • Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 Par Value

KNX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 29, 2020, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended December 31, 2019. A copy of the Press Release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this Current Report is incorporated herein by reference.

ITEM 7.01

REGULATION FD DISCLOSURE

The information in this Current Report that is furnished under Items 2.02 and 7.01, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On September 8, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 9, 2017, by Swift Transportation Company ("Swift"), Bishop Merger Sub, Inc., a direct wholly-owned subsidiary of Swift, ("Merger Sub"), and Knight Transportation, Inc. ("Knight"), Merger Sub merged with and into Knight, with Knight surviving as a direct wholly-owned subsidiary of Swift (the "2017 Merger"). Knight was the accounting acquirer and Swift was the legal acquirer in the 2017 Merger.

In accordance with the accounting treatment applicable to the 2017 Merger, throughout Exhibit 99.2, the reported results do not include the results of operations of Swift and its subsidiaries on and prior to the 2017 Merger date of September 8, 2017 (the "2017 Merger Date"). However, where indicated, certain unaudited historical information of Swift and its subsidiaries on and prior to the 2017 Merger Date, including their results of operations and certain operating statistics (collectively, the "Swift Historical Information"), has been provided in Exhibit 99.2. Management believes that presentation of the Swift Historical Information will be useful to investors. The Swift Historical Information has not been prepared in accordance with the rules of the Securities and Exchange Commission, including Article 11 of Regulation S-X, and it therefore does not reflect any of the pro forma adjustments that would be required by Article 11 of Regulation S-X. The Swift Historical Information does not purport to indicate the results that would have been obtained had the Swift and Knight businesses been operated together during the periods presented, or which may be realized in the future.

The information in Items 2.02, 7.01, and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Knight-Swift Transportation Holdings Inc.

(Registrant)

Date:

January 29, 2020

/s/ Adam W. Miller

Adam W. Miller

Chief Financial Officer

Exhibit 99.1

January 29, 2020

Phoenix, Arizona

Knight-Swift Transportation Holdings Inc. Reports Fourth Quarter 2019 Revenue and Earnings

Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or "the Company"), North America's largest truckload transportation company, today reported fourth quarter 2019 net income attributable to Knight-Swift of $67.4 million and Adjusted Net Income Attributable to Knight-Swift of $93.5 million. We reported GAAP earnings per diluted share of $0.39 for the fourth quarter of 2019, compared to $0.86 for the fourth quarter of 2018. Our Adjusted EPS was $0.55 for the fourth quarter of 2019, which includes a $20.3 million pre-tax adjustment related to additional legal accruals, as compared to the fourth quarter of 2018 when our Adjusted EPS was $0.93.

Key Financial Highlights

During the fourth quarter of 2019, our Trucking segment achieved an Adjusted Operating Ratio of 86.2%, as we continue generating meaningful free cash flow, further reducing debt and lease obligations, focusing on the fundamentals of our business, and identifying strategic opportunities to propel our company forward into the coming years. While the truckload freight environment remains competitive, evidence of capacity rationalization is mounting, including impacts from trucking company business failures, lower Class 8 new truck orders, further weakening of Class 8 used tractor values, growing Class 8 used inventories, and contraction in trucking employment. Capacity rationalization may further accelerate given the mild freight seasonality that is typical in the first quarter, significant insurance cost inflation, and the new regulatory introduction of the CDL Drug and Alcohol Clearinghouse, which we believe will foster a more favorable freight environment in the second half of 2020. Despite a more difficult freight environment in 2019, the Adjusted Operating Ratio within our Trucking segment increased by only 120 basis points to 86.5% for full-year 2019, compared to 85.3% for full-year 2018.

The oversupply of truckload capacity in the freight market resulted in greater than expected pressure on revenue per loaded mile, excluding fuel surcharge and intersegment transactions, which decreased by 6.3% from the fourth quarter of 2018 to the fourth quarter of 2019. We also continued to experience increased competition in the intermodal market, which led to a 9.4% reduction in volume and 10.2% less revenue per load year-over-year. The reduced revenues from these factors resulted in a 51.8% decrease in consolidated operating income, compared to the same quarter of last year. Our Logistics segment generated a 93.0% Adjusted Operating Ratio in the fourth quarter of 2019, which represents a year-over-year increase of 360 basis points, despite a sequential improvement of 260 basis points.

Knight-Swift Consolidated Results

Quarter-to-Date December 31,

2019

2018

Change

(Dollars in thousands, except per share data)

Total revenue

$

1,196,810

$

1,394,640

(14.2%)

Revenue, excluding trucking fuel surcharge ¹

$

1,085,412

$

1,264,585

(14.2%)

Operating income

$

99,593

$

206,777

(51.8%)

Adjusted Operating Income ²

$

131,969

$

221,658

(40.5%)

Net income attributable to Knight-Swift

$

67,444

$

151,696

(55.5%)

Adjusted Net Income Attributable to Knight-Swift ²

$

93,472

$

162,856

(42.6%)

Earnings per diluted share

$

0.39

$

0.86

(54.7%)

Adjusted EPS ²

$

0.55

$

0.93

(40.9%)

  • See Note 2 to the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
    2 See GAAP to non-GAAP reconciliation in the schedules following this release.

Income Taxes - The effective tax rate was 27.2% for the fourth quarter of 2019 and 25.0% for the fourth quarter of 2018. An effective tax rate of 25.3% was applied in our fourth quarter 2019 Adjusted EPS calculation to normalize permanent differences pertaining to a Value Added Tax ("VAT") adjustment within Swift's Mexico operations. The adjustment was the result of regulatory changes in Mexico and pertains to pre- 2017 Merger2 VAT receivables from 2016 and prior years that have been deemed unrecoverable as of December 31, 2019. We expect the full-year 2020 effective tax rate to be in the range of 25.5% to 27.0%, before discrete items.

Dividend - The Company previously announced a quarterly cash dividend of $0.06 per share to stockholders of record on December 3, 2019, which was paid on December 27, 2019.

Specific Adjustments

During the fourth quarter of 2019, we incurred $20.3 million in additional legal costs (before taxes) within the non-reportable segments, reflecting revised estimates for various pre-2017 Merger legal matters which were previously disclosed by Swift. This is included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.

We recognized $1.3 million in impairment charges in the fourth quarter of 2019, which was associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. The impairments were recorded across various segments, depending on the nature of the impairment.

Segment Financial Performance

Segment Recast - As previously disclosed, the Company reorganized its reportable segments during the first quarter of 2019. Accordingly, throughout this release, the prior period segment information has been recast to align with the current period presentation.

Trucking Segment

Quarter-to-Date December 31,

2019

2018 (recast)

Change

(Dollars in thousands)

Revenue, excluding fuel surcharge and intersegment transactions

$

861,428

$

969,942

(11.2 %)

Operating income

$

118,393

$

183,318

(35.4 %)

Adjusted Operating Income ¹

$

118,952

$

185,307

(35.8 %)

Operating ratio

87.8%

83.3%

450 bps

Adjusted Operating Ratio ¹

86.2%

80.9%

530 bps

  • See GAAP to non-GAAP reconciliation in the schedules following this release.

The Adjusted Operating Ratio within our Trucking segment (which includes our irregular route, dedicated, refrigerated, expedited, flatbed, and cross border operations across our brands) increased to 86.2% in the fourth quarter of 2019 from 80.9% in the same quarter last year, resulting in a 35.8% decrease in Adjusted Operating Income. Average revenue per tractor decreased by 10.6% as a result of a 5.4% decrease in miles per tractor and a 6.3% decrease in revenue per loaded mile, excluding fuel surcharge and intersegment transactions. Knight's trucking operating segment and Swift's truckload operating segment generated Adjusted Operating Ratios of 88.2% and 84.2%, respectively, in the fourth quarter of 2019. The two operating segments continued to approach parity throughout the year, with Knight trucking producing an 83.7% Adjusted Operating Ratio and Swift truckload operating within 150 basis points of Knight at an 85.2% Adjusted Operating Ratio for full-year 2019.

________

  • Swift Transportation Company merged with Knight Transportation, Inc. on September 8, 2017, pursuant to an Agreement and Plan of Merger, dated as of April 9, 2017 (the "2017 Merger").

2

Logistics Segment

Quarter-to-Date December 31,

2019

2018 (recast)

Change

(Dollars in thousands)

Revenue, excluding intersegment transactions

$

92,757

$

132,821

(30.2 %)

Operating income

$

5,873

$

13,266

(55.7 %)

Adjusted Operating Income ¹

$

6,494

$

14,060

(53.8 %)

Operating ratio

93.8%

90.1%

370 bps

Adjusted Operating Ratio ¹

93.0%

89.4%

360 bps

  • See GAAP to non-GAAP reconciliation in the schedules following this release.

Adjusted Operating Ratio in the Logistics segment (which primarily consists of our Knight and Swift brokerage services) increased to 93.0% in the fourth quarter of 2019 from 89.4% in the fourth quarter of 2018.

Brokerage-only - Brokerage gross margin decreased to 15.5% in the fourth quarter of 2019 from 18.3% in the fourth quarter of 2018. A 23.9% decrease in brokerage load volumes and a 9.0% decrease in brokerage revenue per load, resulted in a 30.8% decrease in brokerage revenue, excluding intersegment transactions. Despite a competitive market, we achieved an 11.5% sequential increase in brokerage revenue, excluding intersegment transactions.

Intermodal Segment

Quarter-to-Date December 31,

2019

2018 (recast)

Change

(Dollars in thousands)

Revenue, excluding intersegment transactions

$

111,816

$

137,472

(18.7 %)

Operating income

$

600

$

13,156

(95.4 %)

Adjusted Operating Income ¹

$

600

$

13,201

(95.5 %)

Operating ratio

99.5%

90.5%

900 bps

Adjusted Operating Ratio ¹

99.5%

90.4%

910 bps

  • See GAAP to non-GAAP reconciliation in the schedules following this release.

During the fourth quarter of 2019, our Intermodal segment produced an Adjusted Operating Ratio of 99.5%, compared to 90.4% during the fourth quarter of 2018. Continued market pressures contributed to an 18.7% decrease in revenue, excluding intersegment transactions, as revenue per load decreased 10.2% and load counts decreased 9.4%. On a sequential basis, Adjusted Operating Ratio improved by 290 basis points and load counts grew by 1.9%. We are focused on increasing load volumes with a diversified customer base, while improving our cost structure through reduced rail and drayage expenses.

Non-reportable Segments

Quarter-to-Date December 31,

2019

2018 (recast)

Change

(Dollars in thousands)

Total revenue

$

32,824

$

38,551

(14.9 %)

Operating loss

$

(25,273)

$

(2,963)

753.0 %

The non-reportable segments include support services provided to our customers and independent contractors (including repair and maintenance shop services, equipment leasing, warranty services, and insurance), trailer parts manufacturing, as well as certain corporate expenses (such as legal settlements and accruals and $10.3 million in quarterly amortization of intangibles related to the 2017 Merger). The decrease in total revenue was driven by a decrease in leasing and insurance activities with independent contractors. Operating loss in the fourth quarter of 2019 includes $20.3 million in additional legal costs (before taxes), reflecting revised estimates for various pre-2017 Merger legal matters which were previously disclosed by Swift.

3

Consolidated Liquidity, Capital Resources, and Earnings Guidance

Cash Flow Sources (Uses) 1

Year-to-Date December 31,

2019

2018

Change

(In thousands)

Net cash provided by operating activities

$

839,594

$

881,977

$

(42,383)

Net cash used in investing activities

(583,706)

(647,292)

63,586

Net cash used in financing activities

(184,636)

(255,442)

70,806

Net increase (decrease) in cash, restricted cash, and equivalents ²

$

71,252

$

(20,757)

$

92,009

Net capital expenditures

$

(569,837)

$

(530,176)

$

(39,661)

  • The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018, in accordance with the accounting treatment applicable to the transaction (the "Abilene Acquisition").
  • "Net increase (decrease) in cash, restricted cash, and equivalents" is derived from changes within "Cash and cash equivalents," "Cash and cash equivalents - restricted," and the long-term portion of restricted cash included in "Other long-term assets" in the condensed consolidated balance sheets.

Liquidity and Capitalization - As of December 31, 2019, we had a balance of $675.6 million of unrestricted cash and available liquidity and $5.7 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $759.5 million as of December 31, 2019. Free cash flow in 2019 was $269.8 million (computed as net cash provided by operating activities, less net capital expenditures). We generated $839.6 million in operating cash flows, reduced Net Debt by $87.9 million, reduced our operating lease liabilities by $111.9 million3, repurchased $86.9 million worth of our common stock, and returned $41.4 million to our stockholders in the form of quarterly dividends in 2019. We remain committed to a strong capital structure, which we believe will position us for long-term success and enable us to pursue further opportunities for organic growth, growth through acquisitions, and other capital allocation opportunities.

Equipment and Capital Expenditures - Gain on sale of revenue equipment decreased to $5.0 million in the fourth quarter of 2019, compared to $9.4 million in the same quarter of 2018. Capital expenditures, net of disposal proceeds, were $112.0 million for the fourth quarter of 2019 and $569.8 million for full-year 2019. We reduced the average age of our tractor fleet to 1.9 years in the fourth quarter of 2019 from 2.2 years in the fourth quarter of 2018. We expect that net capital expenditures will be in the range of $550.0 million - $575.0 million for full-year 2020, primarily representing replacements of existing tractors and trailers, as well as investment in our terminal network and driver amenities. We plan to continue funding purchases primarily with cash and borrowing under our revolving credit facility.

Guidance - We now expect the Adjusted EPS4 for the first quarter of 2020 will range from $0.35 to $0.38 (which is an update from our previously-announced expectation of $0.42 to $0.46). Beginning in 2020, we have changed our approach from providing quarterly guidance to providing full-year guidance for periods subsequent to the first quarter of 2020. We expect the Adjusted EPS4 for full-year 2020 will range from $2.00 to $2.15. Our expected Adjusted EPS ranges are based on the current truckload market, recent trends, and the current beliefs, assumptions, and expectations of management (including those referenced in the fourth quarter 2019 earnings presentation posted on our website).

The factors described under "Forward-Looking Statements," among others, could cause actual results to materially vary from this guidance. Further, we cannot estimate on a forward-looking basis, the impact of certain income and expense items on our earnings per share, because these items, which could be significant, may be infrequent, are difficult to predict, and may be highly variable. As a result, we do not provide a corresponding GAAP measure for, or reconciliation to, our Adjusted EPS guidance.

________

  • See Note 2 to the condensed consolidated balance sheets regarding the Company's adoption of the Financial Accounting Standards Board's recently issued lease standard (Accounting Standards Codification ("ASC") Topic 842, Leases).
  • Our calculation of Adjusted EPS starts with US GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.05 for the first quarter of 2020 and $0.20 for full-year 2020), as well as noncash impairments and certain other unusual noncash items, if any.

4

Other Information

About Knight-Swift

Knight-Swift Transportation Holdings Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

Investor Relations Contact Information

David A. Jackson, President and Chief Executive Officer, or Adam W. Miller, Chief Financial Officer: (602) 606-6349

Forward-Looking Statements

This press release contains statements that may constitute forward-looking statements, which are based on information currently available, usually identified by words such as "anticipates," "believes," "estimates," "plans,'' "projects," "expects," "hopes," "intends," "strategy," ''focus," "outlook," "will," "could," "should," "may," "continue," or similar expressions, which speak only as of the date the statement was made. Such forward- looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of or guidance regarding earnings, earnings per share, revenues, cash flows, dividends, capital expenditures, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed acquisition plans, new services or developments; any statements regarding future economic, industry, or Company conditions or performance; and any statements of belief and any statement of assumptions underlying any of the foregoing. In this press release, such statements include, but are not limited to, statements concerning:

  • any projections of or guidance regarding earnings, earnings per share, Adjusted EPS, revenues, cash flows, dividends, capital expenditures, or other financial items,
  • expectations regarding future demand, truckload capacity, and the overall freight environment,
  • future effective tax rates,
  • future performance of our reportable segments, including cost structure and load volumes within our Intermodal segment,
  • future capital structure, capital allocation, and growth strategies and opportunities, and
  • future capital expenditures, including funding of capital expenditures.

Such forward-looking statements are inherently uncertain, and are based upon the current beliefs, assumptions, and expectations of management and current market conditions, which are subject to significant risks and uncertainties as set forth in the Risk Factors section of Knight-Swift's Annual Report on Form 10-K for the year ended December 31, 2018 and various disclosures in our press releases, stockholder reports, and other filings with the SEC.

5

Financial Statements

Condensed Consolidated Statements of Comprehensive Income (Unaudited) 1

Quarter-to-Date December 31,

Year-to-Date December 31,

2019

2018

2019

2018

(In thousands, except per share data)

Revenue:

Revenue, excluding trucking fuel surcharge ²

$

1,085,412

$

1,264,585

$

4,395,332

$

4,809,668

Trucking fuel surcharge ²

111,398

130,055

448,618

534,398

Total revenue

1,196,810

1,394,640

4,843,950

5,344,066

Operating expenses:

Salaries, wages, and benefits

354,373

380,874

1,474,073

1,495,126

Fuel

144,676

151,380

583,123

621,997

Operations and maintenance

74,877

79,967

322,188

340,627

Insurance and claims

48,612

50,387

194,336

215,362

Operating taxes and licenses

24,148

22,971

88,481

90,778

Communications

4,564

5,128

19,520

20,911

Depreciation and amortization of property and equipment

109,323

100,186

420,082

387,505

Amortization of intangibles

10,732

10,693

42,876

42,584

Rental expense

25,592

37,022

122,738

177,406

Purchased transportation

254,010

328,970

1,035,969

1,318,303

Impairments

1,304

2,798

3,486

2,798

Miscellaneous operating expenses

45,006

17,487

109,640

61,626

Total operating expenses

1,097,217

1,187,863

4,416,512

4,775,023

Operating income

99,593

206,777

427,438

569,043

Other (expenses) income:

Interest income

834

1,009

3,834

3,200

Interest expense

(7,139)

(8,746)

(29,433)

(30,170)

Other (expenses) income, net

(438)

3,478

12,137

9,965

Total other (expenses) income, net

(6,743)

(4,259)

(13,462)

(17,005)

Income before income taxes

92,850

202,518

413,976

552,038

Income tax expense

25,275

50,573

103,798

131,389

Net income

67,575

151,945

310,178

420,649

Net income attributable to noncontrolling interest

(131)

(249)

(972)

(1,385)

Net income attributable to Knight-Swift

$

67,444

$

151,696

$

309,206

$

419,264

Earnings per share:

Basic

$

0.40

$

0.87

$

1.80

$

2.37

Diluted

$

0.39

$

0.86

$

1.80

$

2.36

Dividends declared per share:

$

0.06

$

0.06

$

0.24

$

0.24

Weighted average shares outstanding:

Basic

170,645

174,646

171,541

177,018

Diluted

171,387

175,617

172,142

177,999

  • The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.
  • Beginning in the second quarter of 2019, the Company presents fuel surcharge revenue generated within only its Trucking segment within "Trucking fuel surcharge" in the Condensed Consolidated Statements of Comprehensive Income. Fuel surcharge revenue generated within the remaining segments is included in "Revenue, excluding trucking fuel surcharge." Prior period amounts have been reclassified to align with the current period presentation.

6

Condensed Consolidated Balance Sheets (Unaudited)

December 31,

December 31,

2019

2018

(In thousands)

ASSETS

Current assets:

Cash and cash equivalents

$

159,722

$

82,486

Cash and cash equivalents - restricted

41,331

46,888

Restricted investments, held-to-maturity, amortized cost

8,912

17,413

Trade receivables, net of allowance for doubtful accounts of $18,178 and $16,355, respectively ¹

518,547

601,228

Contract balance - revenue in transit ¹

12,696

15,602

Prepaid expenses

62,160

67,011

Assets held for sale

41,786

39,955

Income tax receivable

17,026

6,943

Other current assets

27,848

29,706

Total current assets

890,028

907,232

Property and equipment, net

2,850,720

2,612,837

Operating lease right-of-use assets ²

169,425

-

Goodwill

2,918,992

2,919,176

Intangible assets, net

1,379,459

1,420,919

Other long-term assets

73,108

51,721

Total assets

$

8,281,732

$

7,911,885

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

99,194

$

117,883

Accrued payroll and purchased transportation

110,065

126,464

Accrued liabilities

175,222

151,500

Claims accruals - current portion

150,805

160,044

Finance lease liabilities and long-term debt - current portion ² ³

377,651

58,672

Operating lease liabilities - current portion ²

80,101

-

Total current liabilities

993,038

614,563

Revolving line of credit

279,000

195,000

Long-term debt - less current portion ³

-

364,590

Finance lease liabilities - less current portion ²

57,383

71,248

Operating lease liabilities - less current portion ²

96,160

-

Accounts receivable securitization

204,762

239,606

Claims accruals - less current portion

196,912

201,327

Deferred tax liabilities

771,719

739,538

Other long-term liabilities

14,455

23,294

Total liabilities

2,613,429

2,449,166

Stockholders' equity:

Common stock

1,707

1,728

Additional paid-in capital

4,269,043

4,242,369

Retained earnings

1,395,465

1,216,852

Total Knight-Swift stockholders' equity

5,666,215

5,460,949

Noncontrolling interest

2,088

1,770

Total stockholders' equity

5,668,303

5,462,719

Total liabilities and stockholders' equity

$

8,281,732

$

7,911,885

  • Beginning in the second quarter of 2019, the Company presents "Contract balance - revenue in transit" as a separate line item on the Condensed Consolidated Balance Sheets. Prior period amounts have been reclassified out of "Trade receivables" to align with the current period presentation.
  • During the first quarter of 2019, the Company adopted Accounting Standards Codification Topic 842, Leases, which was established by the Financial Accounting Standards Board in February 2016 through Accounting Standards Update 2016-02, as subsequently amended. The new standard requires lessees to recognize right-of-use assets and corresponding lease liabilities arising from operating leases on the balance sheet. Further, right-of-use assets are adjusted for differences in fair value identified from business combinations. Capital leases will continue to be recognized on the balance sheet, but are now referred to as "finance" leases, as required by the new standard.
  • The Term Loan is due October 2, 2020. The Company intends to refinance prior to the due date.

7

Segment Operating Statistics (Unaudited) 1

Quarter-to-Date December 31,

Year-to-Date December 31,

2019

2018 (recast)

Change

2019

2018 (recast)

Change

Trucking

Average revenue per tractor ²

$

46,078

$

51,516

(10.6%)

$

185,628

$

196,064

(5.3%)

Non-paid empty miles percentage

12.7%

13.5%

(80 bps)

12.8%

12.8%

-

Average length of haul (miles)

432

427

1.2%

430

421

2.1%

Miles per tractor

22,776

24,065

(5.4%)

92,363

98,448

(6.2%)

Average tractors

18,695

18,828

(0.7%)

18,877

19,155

(1.5%)

Average trailers

57,857

58,863

(1.7%)

58,315

61,723

(5.5%)

Logistics

Revenue per load - Brokerage only ³

$

1,429

$

1,570

(9.0%)

$

1,425

$

1,578

(9.7%)

Gross margin - Brokerage only

15.5%

18.3%

(280 bps)

15.9%

15.8%

10 bps

Intermodal

Average revenue per load ³

$

2,416

$

2,690

(10.2%)

$

2,426

$

2,438

(0.5%)

Load count

46,287

51,113

(9.4%)

187,131

204,103

(8.3%)

Average tractors

605

714

(15.3%)

643

640

0.5%

Average containers

9,858

9,706

1.6%

9,862

9,330

5.7%

  • The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018, in accordance with the accounting treatment applicable to the transaction.
    2 Computed with revenue, excluding fuel surcharge and intersegment transactions 3 Computed with revenue, excluding intersegment transactions

Non-GAAP Financial Measures and Reconciliations

The terms "Adjusted Net Income Attributable to Knight-Swift," "Adjusted Operating Income," "Adjusted EPS," "Adjusted Operating Ratio," and "Free Cash Flow," as we define them, are not presented in accordance with GAAP. These financial measures supplement our GAAP results in evaluating certain aspects of our business. We believe that using these measures improves comparability in analyzing our performance because they remove the impact of items from our operating results that, in our opinion, do not reflect our core operating performance. Management and the board of directors focus on Adjusted Net Income Attributable to Knight-Swift, Adjusted EPS, Adjusted Operating Income, and Adjusted Operating Ratio as key measures of our performance, all of which are reconciled to the most comparable GAAP financial measures and further discussed below. Management and the board of directors use Free Cash Flow as a key measure of our liquidity, which is defined under "Liquidity and Capitalization" above. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.

Adjusted Net Income Attributable to Knight-Swift, Adjusted Operating Income, Adjusted EPS, Adjusted Operating Ratio, and Free Cash Flow are not substitutes for their comparable GAAP financial measures, such as net income, cash flows from operating activities, operating margin, or other measures prescribed by GAAP. There are limitations to using non-GAAP financial measures. Although we believe that they improve comparability in analyzing our period to period performance, they could limit comparability to other companies in our industry if those companies define these measures differently. Because of these limitations, our non-GAAP financial measures should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

8

Non-GAAP Reconciliation (Unaudited):

Adjusted Operating Income and Adjusted Operating Ratio 1 2

Quarter-to-Date December 31,

Year-to-Date December 31,

2019

2018 (recast)

2019

2018 (recast)

GAAP Presentation

(Dollars in thousands)

Total revenue

$

1,196,810

$

1,394,640

$

4,843,950

$

5,344,066

Total operating expenses

(1,097,217)

(1,187,863)

(4,416,512)

(4,775,023)

Operating income

$

99,593

$

206,777

$

427,438

$

569,043

Operating ratio

91.7%

85.2%

91.2%

89.4%

Non-GAAP Presentation

Total revenue

$

1,196,810

$

1,394,640

$

4,843,950

$

5,344,066

Trucking fuel surcharge

(111,398)

(130,055)

(448,618)

(534,398)

Revenue, excluding trucking fuel surcharge

1,085,412

1,264,585

4,395,332

4,809,668

Total operating expenses

1,097,217

1,187,863

4,416,512

4,775,023

Adjusted for:

Trucking fuel surcharge

(111,398)

(130,055)

(448,618)

(534,398)

Amortization of intangibles ³

(10,732)

(10,693)

(42,876)

(42,584)

Impairments 4

(1,304)

(2,798)

(3,486)

(2,798)

Legal accruals 5

(20,340)

(1,000)

(35,840)

(1,000)

Severance expense 6

-

(390)

-

(1,958)

Adjusted Operating Expenses

953,443

1,042,927

3,885,692

4,192,285

Adjusted Operating Income

$

131,969

$

221,658

$

509,640

$

617,383

Adjusted Operating Ratio

87.8%

82.5%

88.4%

87.2%

  • Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
  • The reported results do not include the results of operations of Abilene and its subsidiaries on and prior to its acquisition by Knight on March 16, 2018 in accordance with the accounting treatment applicable to the transaction.
    3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, Abilene Acquisition, and other acquisitions.
    4 We incurred $1.3 million of impairment charges in the fourth quarter of 2019, which were associated with certain revenue equipment technology, warehousing equipment no longer in use, and certain Swift legacy trailer models as a result of a softer used equipment market. The impairments were recorded across various segments, depending on the nature of the impairment. In addition to these fourth quarter 2019 impairment charges, full-year 2019 includes $2.2 million of impaired leasehold improvements from an early termination of a lease of one of our operating properties. During the fourth quarter of 2018, the Company incurred impairment charges related to the Company airplane of $2.2 million and incurred impairment charges related to replaced software systems of $0.6 million.
    5 "Legal accruals" in the fourth quarter of 2019 include additional legal costs within the non-reportable segments, reflecting revised estimates for various pre-2017 Merger legal matters which were previously disclosed by Swift. During the fourth quarter of 2018 we incurred expenses related to certain class action action lawsuits involving employment-related claims. The amounts are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income.
    6 Severance expenses were incurred during the third and fourth quarters of 2018 in relation to certain organizational changes at Swift.

9

Non-GAAP Reconciliation (Unaudited):

Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2

Quarter-to-Date December 31,

Year-to-Date December 31,

2019

2018

2019

2018

(Dollars In thousands)

GAAP: Net income attributable to Knight-Swift

$

67,444

$

151,696

$

309,206

$

419,264

Adjusted for:

Income tax expense attributable to Knight-Swift

25,275

50,573

103,798

131,389

Income before income taxes attributable to Knight-Swift

92,719

202,269

413,004

550,653

Amortization of intangibles ³

10,732

10,693

42,876

42,584

Impairments 4

1,304

2,798

3,486

2,798

Legal accruals 5

20,340

1,000

35,840

1,000

Severance expense 6

-

390

-

1,958

Adjusted income before income taxes

125,095

217,150

495,206

598,993

Provision for income tax expense at effective rate 7

(31,623)

(54,294)

(122,124)

(142,923)

Non-GAAP: Adjusted Net Income Attributable to Knight-Swift

$

93,472

$

162,856

$

373,082

$

456,070

Note: Because the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.

Quarter-to-Date December 31,

Year-to-Date December 31,

2019

2018

2019

2018

GAAP: Earnings per diluted share

$

0.39

$

0.86

$

1.80

$

2.36

Adjusted for:

Income tax expense attributable to Knight-Swift

0.15

0.29

0.60

0.74

Income before income taxes attributable to Knight-Swift

0.54

1.15

2.40

3.09

Amortization of intangibles ³

0.06

0.06

0.25

0.24

Impairments 4

0.01

0.02

0.02

0.02

Legal accruals 5

0.12

0.01

0.21

0.01

Severance expense 6

-

-

-

0.01

Adjusted income before income taxes

0.73

1.24

2.88

3.37

Provision for income tax expense at effective rate 7

(0.18)

(0.31)

(0.71)

(0.80)

Non-GAAP: Adjusted EPS

$

0.55

$

0.93

$

2.17

$

2.56

  • Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP net income attributable to Knight-Swift to non-GAAP consolidated Adjusted Net Income Attributable to Knight-Swift and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
  • Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 2.
    3 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 3.
    4 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 4.
    5 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 5.
    6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 6.
    7 An effective tax rate of 25.3% was applied in our fourth quarter 2019 Adjusted EPS calculation to normalize permanent differences pertaining to a Value Added Tax ("VAT") adjustment within Swift's Mexico operations. The adjustment was the result of regulatory changes in Mexico and pertains to pre-2017 Merger VAT receivables from 2016 and prior years that have been deemed unrecoverable as of December 31, 2019.

10

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio ¹ ²

Quarter-to-Date December 31,

Year-to-Date December 31,

Trucking Segment

2019

2018 (recast)

2019

2018 (recast)

GAAP Presentation

(Dollars in thousands)

Total revenue

$

972,826

$

1,100,080

$

3,952,866

$

4,290,254

Total operating expenses

(854,433)

(916,762)

(3,484,117)

(3,739,436)

Operating income

$

118,393

$

183,318

$

468,749

$

550,818

Operating ratio

87.8%

83.3%

88.1%

87.2%

Non-GAAP Presentation

Total revenue

$

972,826

$

1,100,080

$

3,952,866

$

4,290,254

Fuel surcharge

(111,398)

(130,055)

(448,618)

(534,398)

Intersegment transactions

-

(83)

(157)

(242)

Revenue, excluding fuel surcharge and intersegment transactions

861,428

969,942

3,504,091

3,755,614

Total operating expenses

854,433

916,762

3,484,117

3,739,436

Adjusted for:

Fuel surcharge

(111,398)

(130,055)

(448,618)

(534,398)

Intersegment transactions

-

(83)

(157)

(242)

Amortization of intangibles ³

(324)

(349)

(1,371)

(1,209)

Impairments 4

(235)

(1,640)

(2,417)

(1,640)

Adjusted Operating Expenses

742,476

784,635

3,031,554

3,201,947

Adjusted Operating Income

$

118,952

$

185,307

$

472,537

$

553,667

Adjusted Operating Ratio

86.2%

80.9%

86.5%

85.3%

  • Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
    2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 2.
    3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the Abilene Acquisition and historical Knight acquisitions.
  • Impairment charges incurred in the fourth quarter of 2019 were associated with certain revenue equipment technology. In addition to these fourth quarter 2019 impairment charges, full-year 2019 includes $2.2 million of impaired leasehold improvements from an early termination of a lease of one of our operating properties. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 2 for a description of fourth quarter 2018 impairment charges of which the Trucking segment incurred a ratable share.

11

Non-GAAP Reconciliation (Unaudited):

Segment Adjusted Operating Income and Adjusted Operating Ratio - Continued ¹ ²

Quarter-to-Date December 31,

Year-to-Date December 31,

Logistics Segment

2019

2018 (recast)

2019

2018 (recast)

GAAP Presentation

(Dollars in thousands)

Total revenue

$

94,894

$

134,280

$

352,988

$

436,044

Total operating expenses

(89,021)

(121,014)

(331,119)

(404,053)

Operating income

$

5,873

$

13,266

$

21,869

$

31,991

Operating ratio

93.8%

90.1%

93.8%

92.7%

Non-GAAP Presentation

Total revenue

$

94,894

$

134,280

$

352,988

$

436,044

Intersegment transactions

(2,137)

(1,459)

(9,105)

(9,374)

Revenue, excluding intersegment transactions

92,757

132,821

343,883

426,670

Total operating expenses

89,021

121,014

331,119

404,053

Adjusted for:

Intersegment transactions

(2,137)

(1,459)

(9,105)

(9,374)

Impairments ³

(621)

(794)

(621)

(794)

Adjusted Operating Expenses

86,263

118,761

321,393

393,885

Adjusted Operating Income

$

6,494

$

14,060

$

22,490

$

32,785

Adjusted Operating Ratio

93.0%

89.4%

93.5%

92.3%

Quarter-to-Date December 31,

Year-to-Date December 31,

Intermodal Segment

2019

2018 (recast)

2019

2018 (recast)

GAAP Presentation

(Dollars in thousands)

Total revenue

$

111,967

$

138,138

$

455,466

$

498,821

Total operating expenses

(111,367)

(124,982)

(450,965)

(467,549)

Operating income

$

600

$

13,156

$

4,501

$

31,272

Operating ratio

99.5%

90.5%

99.0%

93.7%

Non-GAAP Presentation

Total revenue

$

111,967

$

138,138

$

455,466

$

498,821

Intersegment transactions

(151)

(666)

(1,488)

(1,223)

Revenue, excluding intersegment transactions

111,816

137,472

453,978

497,598

Total operating expenses

111,367

124,982

450,965

467,549

Adjusted for:

Intersegment transactions

(151)

(666)

(1,488)

(1,223)

Impairments ³

-

(45)

-

(45)

Adjusted Operating Expenses

111,216

124,271

449,477

466,281

Adjusted Operating Income

$

600

$

13,201

$

4,501

$

31,317

Adjusted Operating Ratio

99.5%

90.4%

99.0%

93.7%

  • Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
    2 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 2.
  • During the fourth quarter of 2019, we incurred impairment charges within the Logistics segment, which were associated with certain revenue equipment technology and warehousing equipment no longer in use. Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio - footnote 4 for a description of fourth quarter 2018 impairment charges of which the Logistics and Intermodal segments each incurred a ratable share.

12

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Knight-Swift Transportation Holdings Inc. published this content on 29 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 January 2020 16:04:02 UTC