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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 24, 2024
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Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35007 | | 20-5589597 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2002 West Wahalla Lane
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)
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| 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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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. ☐
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On January 24, 2024, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended December 31, 2023. 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 in this Current Report that is furnished under Item 2.02, 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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| Exhibit | | Description |
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Exhibit 104 | | Cover Page Interactive Data File |
The information in Items 2.02 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.
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| | | | Knight-Swift Transportation Holdings Inc. |
| | | | (Registrant) |
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| Date: | January 24, 2024 | | /s/ Adam W. Miller |
| | | | Adam W. Miller |
| | | | Chief Financial Officer |
January 24, 2024
Phoenix, Arizona
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Knight-Swift Transportation Holdings Inc. Reports Fourth Quarter 2023 Revenue and Earnings •Results include a $71.7 million operating loss in third-party insurance business, initiated exit of the business during the quarter •U.S. Xpress achieved positive Adjusted Operating Income for the quarter |
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift" or "the Company"), one of the largest and most diversified freight transportation companies, operating the largest full truckload fleet in North America, today reported fourth quarter 2023 net loss attributable to Knight-Swift of $10.7 million and Adjusted Net Income Attributable to Knight-Swift1 of $14.5 million. GAAP (loss) earnings per diluted share for the fourth quarter of 2023 were $(0.07), compared to $0.92 for the fourth quarter of 2022. The Adjusted EPS was $0.09 for the fourth quarter of 2023, compared to $1.00 for the fourth quarter of 2022. The current quarter results include an operating loss of $71.7 million for our third-party insurance business, which management has decided to exit as further discussed below. The insurance loss negatively impacted our Adjusted EPS by $0.30. Excluding the loss on the insurance business, our Adjusted EPS would have been $0.39.
During the fourth quarter of 2023, consolidated total revenue was $1.9 billion, which is a 10.8% increase from the fourth quarter of 2022. Consolidated operating income was $18.3 million, reflecting a decrease of 91.0%, as compared to the same quarter last year, primarily due to the $71.7 million operating loss in our third-party insurance business and the 58.7% decline in operating income of our Truckload segment.
•Truckload — 93.9% Adjusted Operating Ratio, with a 25.5% year-over-year increase in revenue, excluding fuel surcharge and intersegment transactions, driven by the inclusion of the truckload business of U.S. Xpress Enterprises, Inc. ("U.S. Xpress"), acquired effective July 1, 2023. U.S. Xpress achieved positive Adjusted Operating Income for the quarter, though its inclusion also negatively impacted the Adjusted Operating Ratio for this segment by 250 basis points.
•LTL — 85.5% Adjusted Operating Ratio, while revenues, excluding fuel surcharge, increased 13.8% and Adjusted Operating Income grew 14.0% year-over-year. Shipments increased 11.9% and revenue per shipment excluding fuel surcharge increased 7.4% year-over-year.
•Logistics — 93.1% Adjusted Operating Ratio with a gross margin of 17.8% while load count increased 2.6% year-over-year. Excluding the results of the U.S. Xpress logistics business, load count declined by 22.7%. The Adjusted Operating Ratio was negatively impacted by 40 basis points due to the inclusion of the U.S. Xpress logistics business.
•Intermodal — 104.7% operating ratio, as revenue per load declined 19.7% year-over-year, partially offset by load count growth of 4.2%. Sequentially, load count declined by 6.0%.
•All Other Segments — Operating loss increased to $83.5 million in the current quarter including the $71.7 million operating loss of our third-party insurance business. The insurance loss negatively impacted our Adjusted EPS by $0.30. Management has decided to exit this business and plans to cease all third-party insurance operations by the end of the first quarter of 2024.
•Tax Rate Impact of Third-Party Insurance Loss — Because the loss in the insurance business largely offset the pre-tax earnings of the other businesses, the impact of the non-deductible expenses resulted in a negative effective tax rate for the quarter. Our Adjusted EPS of $0.09 is calculated using a normalized 24.3% effective tax rate for the quarter.
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| Quarter Ended December 31, 1 |
| 2023 | | 2022 | | Change |
| (Dollars in thousands, except per share data) |
| Total revenue | $ | 1,931,919 | | | $ | 1,743,623 | | | 10.8 | % |
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,692,179 | | | $ | 1,515,774 | | | 11.6 | % |
| Operating income | $ | 18,280 | | | $ | 202,523 | | | (91.0) | % |
Adjusted Operating Income 2 | $ | 46,754 | | | $ | 218,731 | | | (78.6) | % |
| Net (loss) income attributable to Knight-Swift | $ | (10,655) | | | $ | 148,701 | | | (107.2) | % |
Adjusted Net (Loss) Income Attributable to Knight-Swift 2 | $ | 14,468 | | | $ | 161,177 | | | (91.0) | % |
| (Loss) Earnings per diluted share | $ | (0.07) | | | $ | 0.92 | | | (107.6) | % |
Adjusted EPS 2 | $ | 0.09 | | | $ | 1.00 | | | (91.0) | % |
1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2See GAAP to non-GAAP reconciliation in the schedules following this release.
Our GAAP and non-GAAP results for the quarter included certain items that impact the comparability of year-over-year results. These items included the $71.7 million operating loss in our third-party carrier insurance business and the $17.8 million increase in net interest expense year-over-year. Impairment of $2.2 million, legal and loss contingency costs of $6.5 million and acquisition-related expenses of $1.2 million are also excluded from our non-GAAP results.
David Jackson, CEO of Knight-Swift, commented, "The challenging truckload market persists while the less-than- truckload ("LTL") market continues to see positive volume and pricing. The full truckload market capacity oversupply, coupled with customers’ efforts to reduce inventory levels have contributed to a difficult operating environment. Despite the challenging current truckload environment, our operating approach, diversification, and growth efforts are evident. Over the past four years, we have experienced extreme truckload freight volatility in both directions. Over that time, our truckload Adjusted Operating Ratio has averaged 83.5%. Through the high points of cycles, we have been able to generate significant cash flows that exceed the capital needs of our existing operations and enable meaningful investments to expand and diversify our business, such as establishing an LTL network through acquisition and organic growth.
Since mid-2021 our cash flow generation, profitability, and access to capital have funded acquisitions and organic facility growth producing an annual run rate of nearly $1.0 billion in LTL revenue, with additional LTL facilities in the pipeline for implementation. Additionally, our strong financial position enabled our purchase of U.S. Xpress this past summer. In the first two quarters of ownership, we have made significant cost improvement and even some rate improvement, leading to slight profitability in the fourth quarter. We are ahead of schedule and believe an improvement in market conditions will enable U.S. Xpress to achieve our initial three-year targets, and longer-term, to perform at traditional Knight-Swift truckload levels.
We are grateful for the hard work of our people and appreciate their efforts to help us navigate this difficult environment. We will continue to make investments in people, technology, and businesses to drive returns throughout market cycles. At the same time, we review capital allocation to existing businesses on an ongoing basis, and given the performance of our third-party insurance business, we have decided to exit this market. We do not expect this business to have a material impact on our results in 2024."
Other Income (Expense), net — We recorded $6.8 million of income within "Other income (expense), net" in the fourth quarter of 2023, as compared to $5.5 million of income in the fourth quarter of 2022.
Income Taxes — The effective tax rate was (13.3)% for the fourth quarter of 2023 due to the factors discussed above, compared to 22.2% for the fourth quarter of 2022. We expect the full year 2024 effective tax rate will be in the range of 25% to 26%.
Dividend — On November 8, 2023, our board of directors declared a quarterly cash dividend of $0.14 per share of our common stock. The dividend was payable to the Company's stockholders of record as of December 8, 2023 and was paid on December 22, 2023.
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| Segment Financial Performance |
Truckload Segment 1
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| Quarter Ended December 31, |
| 2023 | | 2022 | | Change |
| (Dollars in thousands) |
| Revenue, excluding fuel surcharge and intersegment transactions | $ | 1,155,723 | | | $ | 920,817 | | | 25.5 | % |
| Operating income | $ | 65,806 | | | $ | 159,366 | | | (58.7 | %) |
Adjusted Operating Income 2 | $ | 69,942 | | | $ | 159,720 | | | (56.2 | %) |
| Operating ratio | 95.1 | % | | 85.5 | % | | 960 | bps |
Adjusted Operating Ratio 2 | 93.9 | % | | 82.7 | % | | 1,120 | bps |
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1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2See GAAP to non-GAAP reconciliation in the schedules following this release.
Our diverse Truckload segment consists of our irregular route truckload, dedicated truckload, refrigerated, expedited, flatbed, and cross-border operations across our brands with approximately 16,400 irregular route tractors and nearly 7,200 dedicated tractors.
The Truckload segment continues to experience an extremely difficult environment, operating with a 93.9% Adjusted Operating Ratio in a fourth quarter that saw only modest levels of seasonal project business and freight demand that was generally in line with the third quarter before slowing meaningfully in December. The Adjusted Operating Ratio of the truckload business, excluding U.S. Xpress that was acquired in the third quarter, was essentially flat with the third quarter of 2023 as higher insurance and claims expense partially offset cost progress in other areas. The inclusion of U.S. Xpress negatively impacted the Adjusted Operating Ratio by 250 basis points, but U.S. Xpress did achieve positive Adjusted Operating Income for the first time since the July acquisition. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, declined 11.6% year-over-year (11.0% before including the U.S. Xpress truckload business) but was up 1.4% from the previous quarter, driven by ongoing progress in the U.S. Xpress business while rates in the existing business were stable. Miles per tractor increased 8.4% year-over-year (6.4% before including U.S. Xpress), largely driven by our disposal of approximately 1,300 unseated tractors throughout the year in order to reduce cost. Revenue, excluding fuel surcharge and intersegment transactions, was $1.2 billion, an increase of 25.5% year-over-year, reflecting a 12.5% decline in the existing truckload business prior to the inclusion of U.S. Xpress. Excluding U.S. Xpress, revenue, excluding fuel surcharge, per tractor decreased 5.6% year-over-year as the decline in rates outweighed the improvement in miles per tractor.
LTL Segment
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| Quarter Ended December 31, |
| 2023 | | 2022 | | Change |
| (Dollars in thousands) |
| Revenue, excluding fuel surcharge | $ | 232,077 | | | $ | 203,996 | | | 13.8 | % |
| Operating income | $ | 29,785 | | | $ | 25,606 | | | 16.3 | % |
Adjusted Operating Income 1 | $ | 33,705 | | | $ | 29,564 | | | 14.0 | % |
| Operating ratio | 89.2 | % | | 89.8 | % | | (60 | bps) |
Adjusted Operating Ratio 1 | 85.5 | % | | 85.5 | % | | — | bps |
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1See GAAP to non-GAAP reconciliation in the schedules following this release.
Our LTL segment operated well, producing an 85.5% Adjusted Operating Ratio during the fourth quarter of 2023, as revenue, excluding fuel surcharge, grew 13.8% and Adjusted Operating Income increased 14.0% year-over-year. Volumes were strong with shipments per day for the quarter increasing 11.9% year-over-year. Revenue per hundredweight, excluding fuel surcharge, increased 9.5%, while revenue per shipment, excluding fuel surcharge, increased by 7.4%, reflecting a 1.9% decrease in weight per shipment.
This month, we expect to close on the addition of fifteen terminals, which will serve to further extend the reach of our service offering and increase the density of our network. Combined with the ten properties already in progress of being brought online, we expect these investments will bring opportunities to service additional freight and customers. We remain encouraged by the strong performance within our LTL segment, and we continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Logistics Segment 1
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| Quarter Ended December 31, |
| 2023 | | 2022 | | Change |
| (Dollars in thousands) |
| Revenue, excluding intersegment transactions | $ | 164,535 | | | $ | 173,155 | | | (5.0 | %) |
| Operating income | $ | 10,668 | | | $ | 23,133 | | | (53.9 | %) |
Adjusted Operating Income 2 | $ | 11,278 | | | $ | 23,466 | | | (51.9 | %) |
| Operating ratio | 93.5 | % | | 87.1 | % | | 640 | bps |
Adjusted Operating Ratio 2 | 93.1 | % | | 86.4 | % | | 670 | bps |
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1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2See GAAP to non-GAAP reconciliation in the schedules following this release.
The Logistics segment Adjusted Operating Ratio was 93.1%, with a gross margin of 17.8% in the fourth quarter of 2023, down from 22.1% in the fourth quarter of 2022. This represents a slight improvement in Adjusted Operating Ratio over the third quarter. The U.S. Xpress logistics business made further progress and improved its Adjusted Operating Ratio to within approximately 150 basis points of our existing logistics business as we improve our cost structure and pricing despite a difficult environment. Our existing logistics load count declined by 22.7% year-over-year, before the addition of U.S. Xpress logistics volumes brought us to a 2.6% increase year-over-year. Revenue per load decreased by 7.4% year-over-year but improved by 10.5% from the third quarter.
Intermodal Segment
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| Quarter Ended December 31, |
| 2023 | | 2022 | | Change |
| (Dollars in thousands) |
| Revenue, excluding intersegment transactions | $ | 94,431 | | | $ | 112,916 | | | (16.4 | %) |
| Operating (loss) income | $ | (4,453) | | | $ | 5,991 | | | (174.3 | %) |
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| Operating ratio | 104.7 | % | | 94.7 | % | | 1,000 | bps |
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The Intermodal segment operated with a 104.7% operating ratio while total revenue decreased 16.4% year-over-year to $94.4 million. While load count increased year-over-year by 4.2%, it declined 6.0% sequentially. Revenue per load declined 19.7% as a result of soft demand and competitive truck capacity. We remain focused on growing our load count and improving the efficiency of our assets as Intermodal continues to provide value to our customers and is complementary to the many services we offer.
All Other Segments
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| Quarter Ended December 31, |
| 2023 | | 2022 | | Change |
| (Dollars in thousands) |
| Total revenue | $ | 70,288 | | | $ | 131,549 | | | (46.6 | %) |
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| Operating loss | $ | (83,526) | | | $ | (11,573) | | | (621.7 | %) |
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All Other Segments include support services provided to our customers and third-party carriers, including insurance, equipment maintenance, equipment leasing, warehousing, trailer parts manufacturing, and warranty services. All Other Segments also include certain corporate expenses (such as legal settlements and accruals, as well as $11.7 million in quarterly amortization of intangibles related to the 2017 merger between Knight and Swift and certain acquisitions).
Revenue declined 46.6% year-over-year, largely as a result of our actions to address the challenges within our third-party insurance program, including significantly reducing exposures. The $83.5 million operating loss within our All Other Segments is primarily driven by the $71.7 million operating loss in the third-party insurance business. Based on recent results, including the continued negative development of insurance reserves, the Company decided to initiate exiting this business during the quarter and expects to cease all third-party insurance operations and cancel any remaining policies by the end of the first quarter of 2024. We do not expect this business to have a material impact to our results in 2024.
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| Consolidated Liquidity, Capital Resources, and Earnings Guidance |
Cash Flow Sources (Uses) 1
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| | Year-to-Date December 31, |
| | 2023 | | 2022 | | Change |
| (In thousands) |
| Net cash provided by operating activities | $ | 1,161,676 | | | $ | 1,435,853 | | | $ | (274,177) | |
| Net cash used in investing activities | (1,228,025) | | | (646,184) | | | (581,841) | |
| Net cash provided by (used in) financing activities | 150,690 | | | (754,347) | | | 905,037 | |
Net increase in cash, restricted cash, and equivalents 2 | $ | 84,341 | | | $ | 35,322 | | | $ | 49,019 | |
| Net capital expenditures | $ | (778,984) | | | $ | (617,142) | | | $ | (161,842) | |
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1For information regarding comparability of the reported results due to acquisitions, refer to footnote 1 of the Condensed Consolidated Statements of Comprehensive Income in the schedules following this release.
2"Net increase 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, 2023, we had a balance of $1.2 billion of unrestricted cash and available liquidity and $7.1 billion of stockholders' equity. The face value of our debt, net of unrestricted cash ("Net Debt") was $2.5 billion as of December 31, 2023. Free Cash Flow3 for the year ended December 31, 2023 was $382.7 million. For the year, we generated $1.2 billion in operating cash flows and paid down $60.9 million in finance lease liabilities and $120.6 million on our operating lease liabilities. We obtained financing of $250.0 million in new long-term debt and $108.0 million from net borrowings on our accounts receivable securitization and assumed $337.9 million in debt and finance lease liabilities related to the U.S. Xpress acquisition.
Equipment and Capital Expenditures — Gain on sale of revenue equipment was $18.0 million in the fourth quarter of 2023, compared to $19.5 million in the same quarter of 2022. The average age of the tractor fleet within our Truckload segment was 2.5 years in the fourth quarter of 2023, compared to 2.7 years in the same quarter of 2022. The average age of the tractor fleet within our LTL segment was 4.4 years in the fourth quarter of 2023 compared to 4.3 years in the same quarter of 2022. Cash capital expenditures, net of disposal proceeds and excluding acquisitions, were $779.0 million for the year ended December 31, 2023. We expect net cash capital expenditures will be in the range of $625 million – $675 million for full-year 2024. Our expected net cash capital expenditures primarily represent replacements of existing tractors and trailers and investments in our terminal network, driver amenities, and technology, and excludes acquisitions.
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3See GAAP to non-GAAP reconciliations in the schedules following this release.
Guidance — Given the unusual degree of uncertainty as to the direction and magnitude of outcomes from bid season, the timing and degree of an inflection in market conditions, and the difficulty assessing prevailing levels of demand as a result of weather disruptions in January, we are adjusting our approach to earnings guidance to provide two quarters of forward visibility as opposed to the full year. We will reassess this approach as market conditions develop. We expect that Adjusted EPS1 will range from $0.37 to $0.41 for the first quarter of 2024 and will range from $0.53 to $0.57 for the second quarter of 2024. Our expected Adjusted EPS1 ranges are based on the current truckload, LTL, and general market conditions, recent trends, and the current beliefs, assumptions, and expectations of management, as follows:
•Truckload margin down slightly sequentially and improves in the second quarter,
•Truckload tractor count down modestly sequentially through the first half,
•Truckload miles per tractor increase mid-single digit percent year-over-year in the first half,
•LTL shipment count improves mid-to-high single digit percent year-over-year and revenue per hundredweight, excluding fuel surcharge, improves mid-to-high single digit percent year-over-year,
•Logistics volume declines high-single digit percent sequentially in the first quarter before partially recovering in the second quarter,
•Intermodal volumes flat year-over-year in the first quarter before building high-single digit percent in the second quarter,
•Equipment gains to be in the range of $7 million to $10 million per quarter,
•Net interest expense stable sequentially with fourth quarter levels through the first half,
•Net cash capital expenditures for the full year 2024 expected range of $625 million - $675 million,
•Expected tax rate of approximately 25% to 26% for the year.
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 EPS1 guidance.
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1Our calculation of Adjusted EPS starts with GAAP diluted earnings per share and adds back the after-tax impact of intangible asset amortization (which is expected to be approximately $0.35 for full-year 2024), as well as noncash impairments and certain other unusual items, if any.
Knight-Swift will host a live conference call with analysts and investors to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, January 24, 2024, at 4:30 p.m. EST. The conference dial in information is +1 (888) 886-7786 (Conference ID: 87611655). Please note that since the call is expected to begin promptly as scheduled, you will need to join a few minutes before that time. Slides to accompany this call will be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the presentation, please visit https://investor.knight-swift.com/, "Fourth Quarter 2023 Conference Call Presentation."
Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
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| Investor Relations Contact Information |
David A. Jackson, President and Chief Executive Officer, or Adam W. Miller, Chief Financial Officer: (602) 606-6349
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| 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," "foresee," "will," "could," "should," "may," "feel", "goal," "continue," or similar expressions, which speak only as of the date the statement was made. Such statements are forward-looking statements and are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and 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, share repurchases, leverage ratio, 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, including, without limitation, expectations regarding future supply or demand, volume, or truckload capacity, 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, share repurchases, capital expenditures, or other financial items,
•expected freight environment, including freight demand, capacity, volumes, rates, costs, seasonality, and shipper inventory levels,
•future dividends,
•future effective tax rates,
•future performance or growth of our reportable segments, including expected network, technology, door count, and revenue within our LTL segment; expected load volumes, demand, gross margin, and technology with our Logistics segment; and expected asset efficiency and volumes within our Intermodal segment,
•future performance of our insurance businesses, including timing of our exit of the business, reinsurance strategies, and claims development,
•future capital structure, capital allocation, growth strategies and opportunities, costs, inflation, and liquidity,
•future capital expenditures, including nature and funding of capital expenditures, and
•the U.S. Xpress transaction, including future integration efforts and synergies and future operating performance and profitability.
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, Annual Report on Form 10-K for the year ended December 31, 2022, and various disclosures in our press releases, stockholder reports, and Current Reports on Form 8-K.
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) 1 |
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| Quarter Ended December 31, | | Year-to-Date December 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| (In thousands, except per share data) |
| Revenue: | | | | | | | |
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,692,179 | | | $ | 1,515,774 | | | $ | 6,308,169 | | | $ | 6,508,165 | |
| Truckload and LTL fuel surcharge | 239,740 | | | 227,849 | | | 833,597 | | | 920,417 | |
| Total revenue | 1,931,919 | | | 1,743,623 | | | 7,141,766 | | | 7,428,582 | |
| Operating expenses: | | | | | | | |
| Salaries, wages, and benefits | 699,237 | | | 528,072 | | | 2,479,759 | | | 2,173,933 | |
| Fuel | 249,972 | | | 216,840 | | | 878,407 | | | 895,603 | |
| Operations and maintenance | 129,887 | | | 104,347 | | | 473,491 | | | 422,872 | |
| Insurance and claims | 185,326 | | | 139,149 | | | 609,536 | | | 455,918 | |
| Operating taxes and licenses | 32,296 | | | 25,328 | | | 117,024 | | | 111,197 | |
| Communications | 9,317 | | | 6,947 | | | 29,661 | | | 23,656 | |
| Depreciation and amortization of property and equipment | 176,002 | | | 152,092 | | | 664,962 | | | 594,981 | |
| Amortization of intangibles | 18,543 | | | 16,208 | | | 70,138 | | | 64,843 | |
| Rental expense | 48,727 | | | 14,747 | | | 130,269 | | | 56,856 | |
| Purchased transportation | 321,165 | | | 309,187 | | | 1,190,836 | | | 1,444,937 | |
| Impairments | 2,236 | | | — | | | 2,236 | | | 810 | |
| Miscellaneous operating expenses | 40,931 | | | 28,183 | | | 157,294 | | | 91,148 | |
| Total operating expenses | 1,913,639 | | | 1,541,100 | | | 6,803,613 | | | 6,336,754 | |
| Operating income | 18,280 | | | 202,523 | | | 338,153 | | | 1,091,828 | |
| Other (expenses) income: | | | | | | | |
| Interest income | 5,478 | | | 3,082 | | | 21,577 | | | 5,439 | |
| Interest expense | (40,301) | | | (20,099) | | | (127,100) | | | (50,803) | |
| Other income (expense), net | 6,844 | | | 5,535 | | | 37,659 | | | (25,958) | |
| Total other (expenses) income, net | (27,979) | | | (11,482) | | | (67,864) | | | (71,322) | |
| (Loss) Income before income taxes | (9,699) | | | 191,041 | | | 270,289 | | | 1,020,506 | |
| Income tax expense | 1,294 | | | 42,445 | | | 54,768 | | | 249,388 | |
| Net (loss) income | (10,993) | | | 148,596 | | | 215,521 | | | 771,118 | |
| Net loss attributable to noncontrolling interest | 338 | | | 105 | | | 1,628 | | | 207 | |
| Net (loss) income attributable to Knight-Swift | $ | (10,655) | | | $ | 148,701 | | | $ | 217,149 | | | $ | 771,325 | |
| Other comprehensive (loss) income | (167) | | | 118 | | | 1,606 | | | (1,873) | |
| Comprehensive (loss) income | $ | (10,822) | | | $ | 148,819 | | | $ | 218,755 | | | $ | 769,452 | |
| | | | | | | |
| (Loss) Earnings per share: | | | | | | | |
| Basic | $ | (0.07) | | | $ | 0.93 | | | $ | 1.35 | | | $ | 4.75 | |
| Diluted | $ | (0.07) | | | $ | 0.92 | | | $ | 1.34 | | | $ | 4.73 | |
| | | | | | | |
| Dividends declared per share: | $ | 0.14 | | | $ | 0.12 | | | $ | 0.56 | | | $ | 0.48 | |
| | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 161,376 | | | 160,701 | | | 161,188 | | | 162,260 | |
| Diluted | 161,996 | | | 161,751 | | | 161,826 | | | 163,211 | |
_________
1The reported results do not include the results of operations of U.S. Xpress and its subsidiaries prior to its acquisition by Knight-Swift on July 1, 2023 in accordance with the accounting treatment applicable to the transaction.
| | |
Condensed Consolidated Balance Sheets (Unaudited) 1 |
| | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| (In thousands) |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 168,545 | | | $ | 196,770 | |
| Cash and cash equivalents – restricted | 297,275 | | | 185,792 | |
| Restricted investments, held-to-maturity, amortized cost | 530 | | | 7,175 | |
Trade receivables, net of allowance for doubtful accounts of $39,458 and $22,980, respectively | 888,603 | | | 842,294 | |
| Contract balance – revenue in transit | 12,246 | | | 15,859 | |
| Prepaid expenses | 148,696 | | | 108,081 | |
| Assets held for sale | 83,366 | | | 40,602 | |
| Income tax receivable | 65,815 | | | 58,974 | |
| | | |
| Other current assets | 43,939 | | | 38,025 | |
| Total current assets | 1,709,015 | | | 1,493,572 | |
| Property and equipment, net | 4,616,399 | | | 3,835,043 | |
| Operating lease right-of-use assets | 484,821 | | | 192,358 | |
| Goodwill | 3,848,798 | | | 3,519,339 | |
| Intangible assets, net | 2,058,882 | | | 1,776,569 | |
| | | |
| Other long-term assets | 152,850 | | | 134,785 | |
| Total assets | $ | 12,870,765 | | | $ | 10,951,666 | |
| | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 355,173 | | | $ | 220,849 | |
| Accrued payroll and purchased transportation | 164,884 | | | 171,381 | |
| Accrued liabilities | 220,350 | | | 81,528 | |
| Claims accruals – current portion | 480,200 | | | 311,822 | |
Finance lease liabilities and long-term debt – current portion | 459,759 | | | 71,466 | |
| Operating lease liabilities – current portion | 144,921 | | | 36,961 | |
| | | |
| Total current liabilities | 1,825,287 | | | 894,007 | |
| Revolving line of credit | 67,000 | | | 43,000 | |
Long-term debt – less current portion | 1,223,021 | | | 1,024,668 | |
| Finance lease liabilities – less current portion | 407,150 | | | 344,377 | |
| Operating lease liabilities – less current portion | 371,407 | | | 149,992 | |
| Accounts receivable securitization | 526,508 | | | 418,561 | |
| Claims accruals – less current portion | 315,476 | | | 201,838 | |
| Deferred tax liabilities | 951,749 | | | 907,893 | |
| Other long-term liabilities | 79,086 | | | 12,049 | |
| Total liabilities | 5,766,684 | | | 3,996,385 | |
| Stockholders’ equity: | | | |
| Common stock | 1,613 | | | 1,607 | |
| Additional paid-in capital | 4,426,852 | | | 4,392,266 | |
| Accumulated other comprehensive loss | (830) | | | (2,436) | |
| Retained earnings | 2,659,755 | | | 2,553,567 | |
| Total Knight-Swift stockholders' equity | 7,087,390 | | | 6,945,004 | |
| Noncontrolling interest | 16,691 | | | 10,277 | |
| Total stockholders’ equity | 7,104,081 | | | 6,955,281 | |
| Total liabilities and stockholders’ equity | $ | 12,870,765 | | | $ | 10,951,666 | |
_______
1The reported balances include U.S. Xpress and its subsidiaries as of December 31, 2023.
| | |
| Segment Operating Statistics (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
| 2023 | | 2022 | | Change | | 2023 | | 2022 | | Change |
Truckload 1 | | | | | | | | | | | |
Average revenue per tractor 2 | $ | 48,907 | | | $ | 50,533 | | | (3.2 | %) | | $ | 209,258 | | | $ | 210,469 | | | (0.6 | %) |
| Non-paid empty miles percentage | 13.9 | % | | 14.8 | % | | (90 | bps) | | 14.3 | % | | 14.6 | % | | (30) | bps |
| Average length of haul (miles) | 394 | | | 396 | | | (0.5 | %) | | 393 | | | 395 | | | (0.5 | %) |
| Miles per tractor | 20,222 | | | 18,655 | | | 8.4 | % | | 85,233 | | | 76,502 | | | 11.4 | % |
| Average tractors | 23,631 | | | 18,222 | | | 29.7 | % | | 20,948 | | | 18,110 | | | 15.7 | % |
Average trailers 3 | 96,085 | | | 78,686 | | | 22.1 | % | | 87,865 | | | 74,779 | | | 17.5 | % |
| | | | | | | | | | | |
LTL 4 | | | | | | | | | | | |
| Shipments per day | 19,300 | | | 17,254 | | | 11.9 | % | | 18,899 | | | 18,642 | | | 1.4 | % |
| Weight per shipment (pounds) | 1,033 | | | 1,053 | | | (1.9 | %) | | 1,048 | | | 1,068 | | | (1.9 | %) |
| Average length of haul (miles) | 567 | | | 525 | | | 8.0 | % | | 553 | | | 520 | | | 6.3 | % |
| Revenue per shipment | $ | 199.30 | | | $ | 194.93 | | | 2.2 | % | | $ | 193.32 | | | $ | 188.03 | | | 2.8 | % |
| Revenue xFSC per shipment | $ | 167.22 | | | $ | 155.66 | | | 7.4 | % | | $ | 163.10 | | | $ | 152.15 | | | 7.2 | % |
| Revenue per hundredweight | $ 19.29 | | | $ | 18.51 | | | 4.2 | % | | $ 18.44 | | | $ | 17.61 | | | 4.7 | % |
| Revenue xFSC per hundredweight | $ 16.19 | | | $ | 14.78 | | | 9.5 | % | | $ 15.56 | | | $ | 14.25 | | | 9.2 | % |
Average tractors 5 | 3,271 | | | 3,262 | | | 0.3 | % | | 3,201 | | | 3,176 | | | 0.8 | % |
Average trailers 6 | 8,595 | | | 8,549 | | | 0.5 | % | | 8,482 | | | 8,431 | | | 0.6 | % |
| | | | | | | | | | | |
Logistics 1 | | | | | | | | | | | |
Revenue per load 7 | $ | 1,847 | | | $ | 1,994 | | | (7.4 | %) | | $ | 1,724 | | | $ | 2,242 | | | (23.1 | %) |
| Gross margin | 17.8 | % | | 22.1 | % | | (430 | bps) | | 18.7 | % | | 21.9 | % | | (320) | bps |
| | | | | | | | | | | |
| Intermodal | | | | | | | | | | | |
Average revenue per load 7 | $ | 2,695 | | | $ | 3,358 | | | (19.7 | %) | | $ | 2,842 | | | $ | 3,546 | | | (19.9 | %) |
| Load count | 35,041 | | | 33,624 | | | 4.2 | % | | 144,471 | | | 136,967 | | | 5.5 | % |
| Average tractors | 615 | | | 619 | | | (0.6 | %) | | 639 | | | 613 | | | 4.2 | % |
| Average containers | 12,582 | | | 12,490 | | | 0.7 | % | | 12,730 | | | 11,786 | | | 8.0 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
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| | | | | | | | | | | |
1Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
2Computed with revenue, excluding fuel surcharge and intersegment transactions. In order to improve comparability, average tractors of 19,264 is used as the denominator in the average revenue per tractor and total miles per tractor calculations for year-to-date 2023, reflecting the pro-rata portion of the year for which U.S. Xpress' results of operations were reported following the close of the U.S. Xpress acquisition.
3Fourth quarter 2023 and 2022 includes 9,100 and 11,152 trailers, respectively, related to leasing activities recorded within our All Other Segments.
The year-to-date period ended December 31, 2023 and 2022 includes 8,724 and 8,249 trailers, respectively, related to leasing activities recorded within our All Other Segments.
4Operating statistics within the LTL segment exclude dedicated and other businesses.
5Our LTL tractor fleet includes 613 and 731 tractors from ACT's and MME's dedicated and other businesses for the fourth quarter of 2023 and 2022, respectively. Our LTL tractor fleet includes 611 and 711 tractors from ACT's and MME's dedicated and other businesses for the year-to-date period ended December 31, 2023 and 2022, respectively.
6Our LTL trailer fleet includes 560 and 1,002 trailers from ACT's and MME's dedicated and other businesses for the fourth quarter of 2023 and 2022, respectively. Our LTL trailer fleet includes 723 and 968 trailers from ACT's and MME's dedicated and other businesses for the year-to-date period ended December 31, 2023 and 2022, respectively.
7Computed 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. 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.
| | |
Non-GAAP Reconciliation (Unaudited): |
Adjusted Operating Income and Adjusted Operating Ratio 1 2 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 1,931,919 | | | $ | 1,743,623 | | | $ | 7,141,766 | | | $ | 7,428,582 | |
| Total operating expenses | (1,913,639) | | | (1,541,100) | | | (6,803,613) | | | (6,336,754) | |
| Operating income | $ | 18,280 | | | $ | 202,523 | | | $ | 338,153 | | | $ | 1,091,828 | |
| Operating ratio | 99.1 | % | | 88.4 | % | | 95.3 | % | | 85.3 | % |
| | | | | | | |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 1,931,919 | | | $ | 1,743,623 | | | $ | 7,141,766 | | | $ | 7,428,582 | |
| Truckload and LTL fuel surcharge | (239,740) | | | (227,849) | | | (833,597) | | | (920,417) | |
| Revenue, excluding truckload and LTL fuel surcharge | 1,692,179 | | | 1,515,774 | | | 6,308,169 | | | 6,508,165 | |
| | | | | | | |
| Total operating expenses | 1,913,639 | | | 1,541,100 | | | 6,803,613 | | | 6,336,754 | |
| Adjusted for: | | | | | | | |
| Truckload and LTL fuel surcharge | (239,740) | | | (227,849) | | | (833,597) | | | (920,417) | |
Amortization of intangibles 3 | (18,543) | | | (16,208) | | | (70,138) | | | (64,843) | |
Impairments 4 | (2,236) | | | — | | | (2,236) | | | (810) | |
Legal accruals and loss contingencies 5 | (6,544) | | | — | | | (7,694) | | | (415) | |
Transaction fees 6 | — | | | — | | | (6,868) | | | — | |
Other acquisition related expenses 7 | (1,151) | | | — | | | (7,697) | | | — | |
Severance expense 8 | — | | | — | | | (5,151) | | | — | |
Change in fair value of deferred earnout 9 | — | | | — | | | 3,359 | | | — | |
| Adjusted Operating Expenses | 1,645,425 | | | 1,297,043 | | | 5,873,591 | | | 5,350,269 | |
| Adjusted Operating Income | $ | 46,754 | | | $ | 218,731 | | | $ | 434,578 | | | $ | 1,157,896 | |
| Adjusted Operating Ratio | 97.2 | % | | 85.6 | % | | 93.1 | % | | 82.2 | % |
| | | | | | | |
1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio.
2 Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the 2017 Merger, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions.
4 "Impairments" reflects the non-cash impairment:
•2023 impairments related to certain revenue equipment held for sale (within the Truckload segment) and terminated software projects (recorded within our All Other Segments, specifically related to our third-party insurance business).
•2022 impairment of building improvements (within our All Other Segments).
5 "Legal accruals and loss contingencies" are included in "Insurance and claims" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•During the fourth quarter of 2023, the Company recorded estimated exposure for various legal matters. Additionally, the Company identified a probable loss contingency related to our third-party carrier insurance business included within our All Other segments. During the second and third quarters of 2023, legal expense reflects the increased estimated exposures for various accrued legal matters based on recent settlement agreements. First quarter 2023 legal expense reflects a decrease in the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement.
•During the second and third quarters of 2022, the company decreased the estimated exposure related to a certain legal matters previously identified as probable and estimable in prior periods based on a recent settlement agreements. Additional 2022 legal costs relate to certain lawsuits arising from employee and contract related matters.
6 "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 acquisition of U.S. Xpress. The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, Wages, and benefits"
and with smaller amounts included in other line items in the condensed statements of comprehensive income.
7 "Other acquisition related expenses" represents one-time expenses associated with the U.S. Xpress acquisition, including certain severance expense, including the acceleration of stock compensation as well as other operating expenses. These are primarily included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income.
8 "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income.
9 "Change in fair value of deferred earnout" reflects the benefits for the change in fair value of deferred earnouts related to various acquisitions in the prior years, which are recorded in "Miscellaneous operating expenses."
| | |
Non-GAAP Reconciliation (Unaudited): |
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| (Dollars in thousands, except per share data) |
| GAAP: Net (loss) income attributable to Knight-Swift | $ | (10,655) | | | $ | 148,701 | | | $ | 217,149 | | | $ | 771,325 | |
| Adjusted for: | | | | | | | |
| Income tax expense attributable to Knight-Swift | 1,294 | | | 42,445 | | | 54,768 | | | 249,388 | |
| (Loss) Income before income taxes attributable to Knight-Swift | (9,361) | | | 191,146 | | | 271,917 | | | 1,020,713 | |
Amortization of intangibles 3 | 18,543 | | | 16,208 | | | 70,138 | | | 64,843 | |
Impairments 4 | 2,236 | | | — | | | 2,236 | | | 810 | |
Legal accruals and loss contingencies 5 | 6,544 | | | — | | | 7,694 | | | 415 | |
Transaction fees 6 | — | | | — | | | 6,868 | | | — | |
Other acquisition related expenses 7 | 1,151 | | | — | | | 7,697 | | | — | |
Severance expense 8 | — | | | — | | | 5,151 | | | — | |
Change in fair value of deferred earnout 9 | — | | | — | | | (3,359) | | | — | |
| Adjusted income before income taxes | 19,113 | | | 207,354 | | | 368,342 | | | 1,086,781 | |
Provision for income tax expense at effective rate 10 | (4,645) | | | (46,177) | | | (89,603) | | | (265,585) | |
| Non-GAAP: Adjusted Net (Loss) Income Attributable to Knight-Swift | $ | 14,468 | | | $ | 161,177 | | | $ | 278,739 | | | $ | 821,196 | |
| | | | | | | |
Note: Because the numbers reflected in the table below are calculated on a per share basis, they may not foot due to rounding.
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| GAAP: (Loss) Earnings per diluted share | $ | (0.07) | | | $ | 0.92 | | | $ | 1.34 | | | $ | 4.73 | |
| Adjusted for: | | | | | | | |
| Income tax expense attributable to Knight-Swift | 0.01 | | | 0.26 | | | 0.34 | | | 1.53 | |
| (Loss) Income before income taxes attributable to Knight-Swift | (0.06) | | | 1.18 | | | 1.68 | | | 6.25 | |
Amortization of intangibles 3 | 0.11 | | | 0.10 | | | 0.43 | | | 0.40 | |
Impairments 4 | 0.01 | | | — | | | 0.01 | | | — | |
Legal accruals and loss contingencies 5 | 0.04 | | | — | | | 0.05 | | | — | |
Transaction fees 6 | — | | | — | | | 0.04 | | | — | |
Other acquisition related expenses 7 | 0.01 | | | — | | | 0.05 | | | — | |
Severance expense 8 | — | | | — | | | 0.03 | | | — | |
Change in fair value of deferred earnout 9 | — | | | — | | | (0.02) | | | — | |
| Adjusted income before income taxes | 0.12 | | | 1.28 | | | 2.28 | | | 6.66 | |
Provision for income tax expense at effective rate 10 | (0.03) | | | (0.29) | | | (0.55) | | | (1.63) | |
| Non-GAAP: Adjusted EPS | $ | 0.09 | | | $ | 1.00 | | | $ | 1.72 | | | $ | 5.03 | |
| | | | | | | |
1Pursuant 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.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 3.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 6.
7Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7.
8Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8.
9Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 9.
10For the fourth quarter and year-to-date of 2023, an effective tax rate of 24.3% was applied in our Adjusted EPS calculation. The change in the effective tax rate was primarily impacted by the change in pre-tax income based on the adjustments presented in Adjusted Net Income Attributable to Knight-Swift. For the year-to-date 2023, the effective tax rate was normalized to exclude the third quarter 2023 tax benefit from the partial release of the pre-acquisition allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income and Adjusted Operating Ratio 1 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
Truckload Segment 2 | 2023 | | 2022 | | 2023 | | 2022 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 1,351,970 | | | $ | 1,101,040 | | | $ | 4,698,655 | | | $ | 4,531,115 | |
| Total operating expenses | (1,286,164) | | | (941,674) | | | (4,400,678) | | | (3,784,534) | |
| Operating income | $ | 65,806 | | | $ | 159,366 | | | $ | 297,977 | | | $ | 746,581 | |
| Operating ratio | 95.1 | % | | 85.5 | % | | 93.7 | % | | 83.5 | % |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 1,351,970 | | | $ | 1,101,040 | | | $ | 4,698,655 | | | $ | 4,531,115 | |
| Fuel surcharge | (195,940) | | | (179,878) | | | (665,711) | | | (718,155) | |
| Intersegment transactions | (307) | | | (345) | | | (1,890) | | | (1,361) | |
| Revenue, excluding fuel surcharge and intersegment transactions | 1,155,723 | | | 920,817 | | | 4,031,054 | | | 3,811,599 | |
| | | | | | | |
| Total operating expenses | 1,286,164 | | | 941,674 | | | 4,400,678 | | | 3,784,534 | |
| Adjusted for: | | | | | | | |
| Fuel surcharge | (195,940) | | | (179,878) | | | (665,711) | | | (718,155) | |
| Intersegment transactions | (307) | | | (345) | | | (1,890) | | | (1,361) | |
Amortization of intangibles 3 | (2,329) | | | (354) | | | (5,576) | | | (1,325) | |
Impairments 4 | (656) | | | — | | | (656) | | | — | |
Other acquisition related expenses 5 | (1,151) | | | — | | | (7,697) | | | — | |
Severance 6 | — | | | — | | | (2,636) | | | — | |
| | | | | | | |
| Adjusted Operating Expenses | 1,085,781 | | | 761,097 | | | 3,716,512 | | | 3,063,693 | |
| Adjusted Operating Income | $ | 69,942 | | | $ | 159,720 | | | $ | 314,542 | | | $ | 747,906 | |
| Adjusted Operating Ratio | 93.9 | % | | 82.7 | % | | 92.2 | % | | 80.4 | % |
| | | | | | | |
1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2 Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in historical Knight acquisitions and the U.S. Xpress acquisition.
4Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 4.
5Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income and Adjusted Operating Ratio 1 — (Continued) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
| LTL Segment | 2023 | | 2022 | | 2023 | | 2022 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 275,877 | | | $ | 251,967 | | | $ | 1,082,454 | | | $ | 1,069,554 | |
| Total operating expenses | (246,092) | | | (226,361) | | | (963,574) | | | (942,945) | |
| Operating income | $ | 29,785 | | | $ | 25,606 | | | $ | 118,880 | | | $ | 126,609 | |
| Operating ratio | 89.2 | % | | 89.8 | % | | 89.0 | % | | 88.2 | % |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 275,877 | | | $ | 251,967 | | | $ | 1,082,454 | | | $ | 1,069,554 | |
| Fuel surcharge | (43,800) | | | (47,971) | | | (167,886) | | | (202,262) | |
| | | | | | | |
| Revenue, excluding fuel surcharge | 232,077 | | | 203,996 | | | 914,568 | | | 867,292 | |
| | | | | | | |
| Total operating expenses | 246,092 | | | 226,361 | | | 963,574 | | | 942,945 | |
| Adjusted for: | | | | | | | |
| Fuel surcharge | (43,800) | | | (47,971) | | | (167,886) | | | (202,262) | |
| | | | | | | |
Amortization of intangibles 2 | (3,920) | | | (3,958) | | | (15,680) | | | (15,930) | |
| | | | | | | |
| | | | | | | |
| Adjusted Operating Expenses | 198,372 | | | 174,432 | | | 780,008 | | | 724,753 | |
| Adjusted Operating Income | $ | 33,705 | | | $ | 29,564 | | | $ | 134,560 | | | $ | 142,539 | |
| Adjusted Operating Ratio | 85.5 | % | | 85.5 | % | | 85.3 | % | | 83.6 | % |
| | | | | | | |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT and MME acquisitions.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income and Adjusted Operating Ratio 1 — (Continued) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
Logistics Segment 2 | 2023 | | 2022 | | 2023 | | 2022 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 164,535 | | | $ | 179,333 | | | $ | 582,250 | | | $ | 920,707 | |
| Total operating expenses | (153,867) | | | (156,200) | | | (538,832) | | | (786,765) | |
| Operating income | $ | 10,668 | | | $ | 23,133 | | | $ | 43,418 | | | $ | 133,942 | |
| Operating ratio | 93.5 | % | | 87.1 | % | | 92.5 | % | | 85.5 | % |
| Non-GAAP Presentation | |
| Total revenue | $ | 164,535 | | | $ | 179,333 | | | $ | 582,250 | | | $ | 920,707 | |
| | | | | | | |
| Intersegment transactions | — | | | (6,178) | | | (4,555) | | | (10,098) | |
| Revenue, excluding intersegment transactions | 164,535 | | | 173,155 | | | 577,695 | | | 910,609 | |
| | | | | | | |
| Total operating expenses | 153,867 | | | 156,200 | | | 538,832 | | | 786,765 | |
| Adjusted for: | | | | | | | |
| | | | | | | |
| Intersegment transactions | — | | | (6,178) | | | (4,555) | | | (10,098) | |
Amortization of intangibles 3 | (610) | | | (333) | | | (1,613) | | | (1,336) | |
| | | | | | | |
| | | | | | | |
| Adjusted Operating Expenses | 153,257 | | | 149,689 | | | 532,664 | | | 775,331 | |
| Adjusted Operating Income | $ | 11,278 | | | $ | 23,466 | | | $ | 45,031 | | | $ | 135,278 | |
| Adjusted Operating Ratio | 93.1 | % | | 86.4 | % | | 92.2 | % | | 85.1 | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended December 31, | | Year-to-Date December 31, |
| Intermodal Segment | 2023 | | 2022 | | 2023 | | 2022 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 94,431 | | | $ | 112,916 | | | $ | 410,549 | | | $ | 485,786 | |
| Total operating expenses | (98,884) | | | (106,925) | | | (421,056) | | | (437,619) | |
| Operating (loss) income | $ | (4,453) | | | $ | 5,991 | | | $ | (10,507) | | | $ | 48,167 | |
| Operating ratio | 104.7 | % | | 94.7 | % | | 102.6 | % | | 90.1 | % |
| Non-GAAP Presentation | |
| Total revenue | $ | 94,431 | | | $ | 112,916 | | | $ | 410,549 | | | $ | 485,786 | |
| Intersegment transactions | — | | | — | | | — | | | (47) | |
| Revenue, excluding intersegment transactions | 94,431 | | | 112,916 | | | 410,549 | | | 485,739 | |
| | | | | | | |
| Total operating expenses | 98,884 | | | 106,925 | | | 421,056 | | | 437,619 | |
| Adjusted for: | | | | | | | |
| Intersegment transactions | — | | | — | | | — | | | (47) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted Operating Expenses | 98,884 | | | 106,925 | | | 421,056 | | | 437,572 | |
| Adjusted Operating (Loss) Income | $ | (4,453) | | | $ | 5,991 | | | $ | (10,507) | | | $ | 48,167 | |
| Adjusted Operating Ratio | 104.7 | % | | 94.7 | % | | 102.6 | % | | 90.1 | % |
| | | | | | | |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2 Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
3 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the UTXL acquisition.
| | |
Non-GAAP Reconciliation (Unaudited): |
Free Cash Flow 1 2 |
| | | | | |
| Year-to-Date December 31, 2023 |
| |
| GAAP: Cash flows from operations | $ | 1,161,676 | |
| Adjusted for: | |
| Proceeds from sale of property and equipment, including assets held for sale | 292,627 | |
| Purchases of property and equipment | (1,071,611) | |
| Non-GAAP: Free cash flow | $ | 382,692 | |
| |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
2Refer to Condensed Consolidated Statements of Comprehensive Income — footnote 1.
Fourth Quarter 2023 Earnings Exhibit 99.2
2 Disclosure This presentation, including documents incorporated herein by reference, will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Please review our disclosures in filings with the United States Securities and Exchange Commission. Non-GAAP Financial Data This presentation includes the use of adjusted operating income, operating ratio, adjusted operating ratio, adjusted earnings per share, adjusted income before taxes and adjusted operating expenses, which are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). Each such measure is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors and lenders. While management believes such measures are useful for investors, they should not be used as a replacement for financial measures that are in accordance with GAAP. In addition, our use of these non-GAAP measures should not be interpreted as indicating that these or similar items could not occur in future periods. In addition, adjusted operating ratio excludes truckload and LTL segment fuel surcharges from revenue and nets these surcharges against fuel expense.
3 Third-Party Insurance Business Impact • $71.7M operating loss in 4Q23 ◦ Negatively impacted Adjusted EPS by $0.30. Excluding insurance impact, Adjusted EPS would have been $0.39 per diluted share • 4Q23 decision to exit business • Have reduced insured exposure by almost 75% from peak levels in 4Q22 • Expect to cease operations by end of 1Q24 U.S. Xpress achieved positive Adjusted Operating Income Strength in LTL continues Adjustments • $18.5M in Q4 2023 and $16.2M in Q4 2022 of amortization expense from mergers and acquisitions • $2.2M of impairments in Q4 2023 • $6.5M estimate exposure for certain legal matters and loss contingency in Q4 2023 • $1.1M in other acquisition related expenses in Q4 20231 See GAAP to non-GAAP reconciliation in the schedules following this presentation KNX Q4 2023 Comparative Results 1,744 1,932 4Q22 4Q23 Total Revenue 10.8% 1,516 1,692 4Q22 4Q23 Revenue xFSC 11.6% 4Q22 4Q23 Operating Income (91.0%) 219 47 4Q22 4Q23 Adj. Operating Inc. 1 (78.6%) Net Income (107.2%) 14 4Q22 4Q23 Adj. Net Income 1 (91.0%) 4Q22 4Q23 Earnings Per Share (107.6%) $1.00 4Q22 4Q23 Adj. EPS 1 (91.0%) In m ill io ns In m ill io ns In m ill io ns Third-Party Insurance $71.7M loss in 4Q23 offsets earnings of core business 161 $0.92 ($0.07) 18 203 4Q22 4Q23 (11) 149 $0.09
4 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Truckload and Logistics YTD Revenue excludes the results of USX prior to its acquisition on July 1st 2023 3 Excludes intersegment transactions Q4 2023 FY 2023 Revenue xFSC 3 $ 1,155.7 M $ 4,031.1 M Adjusted Op Income 1 $ 69.9 M $ 314.5 M Adjusted OR 1 93.9 % 92.2 % ~ 16,433 irregular and 7,198 dedicated tractors Q4 2023 FY 2023 Revenue 3 $ 94.4 M $ 410.5 M Adjusted Op Income 1 ($4.5M) ($10.5M) Adjusted OR 1 104.7 % 102.6 % ~ 615 tractors, 12,582 containers Q4 2023 FY 2023 Revenue 3 $ 164.5 M $ 577.7 M Adjusted Op Income 1 $ 11.3 M $ 45.0 M Adjusted OR 1 93.1 % 92.2 % Q4 2023 FY 2023 Revenue xFSC $ 232.1 M $ 914.6 M Adjusted Op Income 1 $ 33.7 M $ 134.6 M Adjusted OR 1 85.5 % 85.3 % ~ Approximately 115 Service Centers ~ Terminal door count of 4,551 Truckload 67% LTL 14% Logistics 10% Other 4% Intermodal 5% OTR 45% / Dedicated 22% Segment Overview LTL strength continues while truckload softness persists Truckload 2 Less-than-Truckload Intermodal Logistics 2 Q4 2023 Revenue Diversification
5 Truckload Financial Metrics Q4 2023 Q4 2022 Change (Dollars in thousands) Revenue xFSC $1,155,723 $920,817 25.5 % Operating income $65,806 $159,366 (58.7 %) Adjusted Operating Income 1 $69,942 $159,720 (56.2 %) Operating ratio 95.1% 85.5% 960 bps Adjusted Operating Ratio 1 93.9% 82.7% 1,120 bps • 93.9% Adjusted Operating Ratio1 in Q4 2023 compared to 82.7% the previous year • U.S. Xpress was able to achieve positive Adjusted Operating Income in the fourth quarter • Inclusion of U.S. Xpress truckload business negatively impacted the Adjusted Operating Ratio by 250 bps • Ongoing cost actions helped improve our sequential cost per mile and offset insurance and claims headwinds • 100 bps sequential improvement in Adjusted Operating Ratio including U.S. Xpress 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Truckload Operating Statistics Q4 2023 Q4 2022 Change Average revenue per tractor $48,907 $50,533 (3.2 %) Average tractors 23,631 18,222 29.7 % Average trailers 96,085 78,686 22.1 % Miles per tractor 20,222 18,655 8.4 % Modest 4Q seasonality, December softer than anticipated Operating Performance - Truckload
6 • 85.5% Adjusted Operating Ratio1 in Q4 2023 • Revenue growth 13.8% and Operating Income growth 16.3% • Revenue growth opportunities driven by expanding connected LTL network • Expect to close on 15 additional terminals this month LTL Operating Statistics Q4 2023 Q4 2022 Change LTL shipments per day 19,300 17,254 11.9 % LTL weight per shipment 1,033 1,053 (1.9 %) LTL revenue xFSC per hundredweight $16.19 $14.78 9.5 % LTL revenue xFSC per shipment $167.22 $155.66 7.4 % 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. LTL Financial Metrics Q4 2023 Q4 2022 Change (Dollars in thousands) Revenue xFSC $232,077 $203,996 13.8 % Operating income $29,785 $25,606 16.3 % Adjusted Operating Income 1 $33,705 $29,564 14.0 % Operating ratio 89.2% 89.8% (60 bps) Adjusted Operating Ratio 1 85.5% 85.5% — bps Operating Performance - LTL Volume growth continues, investing for future expansion
7 • 93.1% Adjusted Operating Ratio1 during the quarter • 17.8% Gross margin, 430 bps decrease from prior year • Sequentially revenue was up 3.2% 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Logistics Operating Statistics Q4 2023 Q4 2022 Change Revenue per load $1,847 $1,994 (7.4 %) Gross margin 17.8% 22.1% (430 bps) Logistics Financial Metrics Q4 2023 Q4 2022 Change (Dollars in thousands) Revenue ex intersegment $164,535 $173,155 (5.0 %) Operating income $10,668 $23,133 (53.9 %) Adjusted Operating Income 1 $11,278 $23,466 (51.9 %) Operating ratio 93.5% 87.1% 640 bps Adjusted Operating Ratio 1 93.1% 86.4% 670 bps Remaining nimble in a challenging environment, U.S. Xpress logistics closing the gap Operating Performance - Logistics Extensive Trailer Network Powers Supply Chains
8 • 104.7% operating ratio during Q4 2023 compared with 94.7% the prior year • 19.7% year-over-year decrease in average revenue per load • 4.2% increase in load counts • Average container count stable sequentially at approximately 12,600 units Intermodal Operating Statistics Q4 2023 Q4 2022 Change Average revenue per load $2,695 $3,358 (19.7 %) Load count 35,041 33,624 4.2 % Average tractors 615 619 (0.6 %) Average containers 12,582 12,490 0.7 % Intermodal Financial Metrics Q4 2023 Q4 2022 Change (Dollars in thousands) Revenue ex intersegment $94,431 $112,916 (16.4 %) Operating (loss) income $(4,453) $5,991 (174.3 %) Operating ratio 104.7% 94.7% 1,000 bps Operating Performance - Intermodal Focused on load count growth and improving efficiency of our assets
9 Operating loss driven by Insurance business, exit underway Executing Exit of Third Party Insurance Business • $71.7M operating loss • 4Q23 Management decision to exit business • Have reduced insured exposure by almost 75% from peak levels in 4Q22 • Expect to cease operations by end of 1Q24 Operating Performance - All Other Segments Non-Reportable Financial Metrics Q4 2023 Q4 2022 Change (Dollars in thousands) Revenue $70,288 $131,549 (46.6 %) Operating loss $(83,526) $(11,573) (621.7 %)
10 Measurable and meaningful progress continues • Rate per mile up mid-single digits sequentially ◦ Eliminated brokers ◦ Improved freight network ◦ Expanding customer diversity • Increased focus on drivers resulting in improved turnover ◦ Built out driver-centric terminal network ◦ Improved driver leader to driver ratio ◦ Implemented more stringent hiring standards ◦ Improved focus on safety and driver retention • Cost per mile improved sequentially • U.S. Xpress continues to deliver on commitments, highly confident in established team U.S. Xpress - Business Update Achieved positive Adjusted Operating Income in Q4, 99.0% Adjusted Operating Ratio
11 • LTL demand remains strong • LTL improvement in revenue (excluding fuel) per hundredweight year-over-year • Truckload - softness anticipated to continue into 1Q 2024, modest seasonality in 2Q 2024 • Truckload - contract rate sequentially stable • Cost inflation continues to be a challenge, though pace eases • Labor alternatives in the general economy remain attractive, providing a headwind to retention and utilization until freight conditions improve • Demand in the used equipment market weakens further as small carriers struggle Market Outlook First Half 2024
12 First Half 2024 Guidance Expected Adjusted EPS to be in the range of: Q1 $0.37 to $0.41 Q2 $0.53 to $0.57 Refer to earnings release for guidance assumptions, to view the earnings release, please visit https://invesor.knight-swift.com/, "Fourth Quarter 2023 Earnings."
Appendix
14 Adjusted Operating Income and Adjusted Operating Ratio 1 2 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 1,931,919 $ 1,743,623 $ 7,141,766 $ 7,428,582 Total operating expenses (1,913,639) (1,541,100) (6,803,613) (6,336,754) Operating income $ 18,280 $ 202,523 $ 338,153 $ 1,091,828 Operating ratio 99.1 % 88.4 % 95.3 % 85.3 % Non-GAAP Presentation Total revenue $ 1,931,919 $ 1,743,623 $ 7,141,766 $ 7,428,582 Truckload fuel surcharge (239,740) (227,849) (833,597) (920,417) Revenue, excluding truckload fuel surcharge 1,692,179 1,515,774 6,308,169 6,508,165 Total operating expenses 1,913,639 1,541,100 6,803,613 6,336,754 Adjusted for: Truckload fuel surcharge (239,740) (227,849) (833,597) (920,417) Amortization of intangibles 3 (18,543) (16,208) (70,138) (64,843) Impairments 4 (2,236) — (2,236) (810) Legal accruals and loss contingencies 5 (6,544) — (7,694) (415) Transaction fees 6 — — (6,868) — Other acquisition related expenses 7 (1,151) — (7,697) — Severance expense 8 — — (5,151) — Change in fair value of deferred earnout 9 — — 3,359 — Adjusted Operating Expenses 1,645,425 1,297,043 5,873,591 5,350,269 Adjusted Operating Income $ 46,754 $ 218,731 $ 434,578 $ 1,157,896 Adjusted Operating Ratio 97.2 % 85.6 % 93.1 % 82.2 % Non-GAAP Reconciliation
15 Adjusted Operating Income and Adjusted Operating Ratio (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating ratio to consolidated non-GAAP Adjusted Operating Ratio. 2 The reported results do not include the results of operations of U.S. Xpress and its subsidiaries prior to its acquisition by Knight-Swift on July 1, 2023 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, the ACT acquisition, the U.S. Xpress acquisition, and other acquisitions. 4 "Impairments" reflects the non-cash impairment: • 2023 impairments related to certain revenue equipment held for sale (within the Truckload segment) and terminated software projects (recorded within our All Other Segments, specifically related to our third-party insurance business). • 2022 impairment of building improvements (within our All Other Segments). 5 "Legal accruals and loss contingencies" are included in "Insurance and claims" and "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • During the fourth quarter of 2023, the Company recorded estimated exposure for various legal matters. Additionally, the Company identified a probable loss contingency related to our third-party carrier insurance business included within our All Other segments. During the second and third quarters of 2023, legal expense reflects the increased estimated exposures for various accrued legal matters based on recent settlement agreements. First quarter 2023 legal expense reflects a decrease in the estimated exposure related to an accrued legal matter previously identified as probable and estimable in prior periods based on a recent settlement agreement. • During the second and third quarters of 2022, the company decreased the estimated exposure related to a certain legal matters previously identified as probable and estimable in prior periods based on a recent settlement agreements. Additional 2022 legal costs relate to certain lawsuits arising from employee and contract related matters. 6 "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 acquisition of U.S. Xpress. The transaction fees are primarily included within "Miscellaneous operating expenses" and "Salaries, Wages, and benefits" and with smaller amounts included in other line items in the condensed statements of comprehensive income. 7 "Other acquisition related expenses" represents one-time expenses associated with the U.S. Xpress acquisition, including certain severance expense, including the acceleration of stock compensation as well as other operating expenses. These are primarily included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income. 8 "Severance expense" is included within "Salaries, wages, and benefits" in the condensed statements of comprehensive income. 9 "Change in fair value of deferred earnout" reflects the benefits for the change in fair value of deferred earnouts related to various acquisitions in the prior years, which are recorded in "Miscellaneous operating expenses." Non-GAAP Reconciliation
16 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, 2023 2022 2023 2022 (Dollars in thousands, except per share data) GAAP: Net (loss) income attributable to Knight-Swift $ (10,655) $ 148,701 $ 217,149 $ 771,325 Adjusted for: Income tax expense attributable to Knight-Swift 1,294 42,445 54,768 249,388 (Loss) income before income taxes attributable to Knight-Swift (9,361) 191,146 271,917 1,020,713 Amortization of intangibles 3 18,543 16,208 70,138 64,843 Impairments 4 2,236 — 2,236 810 Legal accruals and loss contingencies 5 6,544 — 7,694 415 Transaction fees 6 — — 6,868 — Other acquisition related expenses 7 1,151 — 7,697 — Severance expense 8 — — 5,151 — Change in fair value of deferred earnout 9 — — (3,359) — Adjusted income before income taxes 19,113 207,354 368,342 1,086,781 Provision for income tax expense at effective rate 10 (4,645) (46,177) (89,603) (265,585) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 14,468 $ 161,177 $ 278,739 $ 821,196 1 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. 2 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 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7. 8 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8. 9 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 9. 10 For the fourth quarter and year-to-date of 2023, an effective tax rate of 24.3% was applied in our Adjusted EPS calculation. The change in the effective tax rate was primarily impacted by the change in pre-tax income based on the adjustments presented in Adjusted Net Income Attributable to Knight-Swift. For the year-to-date 2023, the effective tax rate was normalized to exclude the third quarter 2023 tax benefit from the partial release of the pre-acquisition allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. Non-GAAP Reconciliation
17 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, 2023 2022 2023 2022 GAAP: (Loss) earnings per diluted share $ (0.07) $ 0.92 $ 1.34 $ 4.73 Adjusted for: Income tax expense attributable to Knight-Swift 0.01 0.26 0.34 1.53 (Loss) income before income taxes attributable to Knight-Swift (0.06) 1.18 1.68 6.25 Amortization of intangibles 3 0.11 0.10 0.43 0.40 Impairments 4 0.01 — 0.01 — Legal accruals and loss contingencies 5 0.04 — 0.05 — Transaction fees 6 — — 0.04 — Other acquisition related expenses 7 0.01 — 0.05 — Severance expense 8 — — 0.03 — Change in fair value of deferred earnout 9 — — (0.02) — Adjusted income before income taxes 0.12 1.28 2.28 6.66 Provision for income tax expense at effective rate 10 (0.03) (0.29) (0.55) (1.63) Non-GAAP: Adjusted EPS $ 0.09 $ 1.00 $ 1.72 $ 5.03 Note: Because the numbers reflected in the table above are calculated on a per share basis, they may not foot due to rounding. 1 Pursuant to the requirements of Regulation G, these tables reconcile consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS. 2 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 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7. 8 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8. 9 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 9. 10 For the fourth quarter and year-to-date of 2023, an effective tax rate of 24.3% was applied in our Adjusted EPS calculation. The change in the effective tax rate was primarily impacted by the change in pre-tax income based on the adjustments presented in Adjusted Net Income Attributable to Knight-Swift. For the year-to-date 2023, the effective tax rate was normalized to exclude the third quarter 2023 tax benefit from the partial release of the pre-acquisition allowance associated with the U.S. Xpress net operating loss and tax credit carryforward benefits. Non-GAAP Reconciliation
18 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, Truckload Segment 2 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 1,351,970 $ 1,101,040 $ 4,698,655 $ 4,531,115 Total operating expenses (1,286,164) (941,674) (4,400,678) (3,784,534) Operating income $ 65,806 $ 159,366 $ 297,977 $ 746,581 Operating ratio 95.1 % 85.5 % 93.7 % 83.5 % Non-GAAP Presentation Total revenue $ 1,351,970 $ 1,101,040 $ 4,698,655 $ 4,531,115 Fuel surcharge (195,940) (179,878) (665,711) (718,155) Intersegment transactions (307) (345) (1,890) (1,361) Revenue, excluding fuel surcharge and intersegment transactions 1,155,723 920,817 4,031,054 3,811,599 Total operating expenses 1,286,164 941,674 4,400,678 3,784,534 Adjusted for: Fuel surcharge (195,940) (179,878) (665,711) (718,155) Intersegment transactions (307) (345) (1,890) (1,361) Amortization of intangibles 3 (2,329) (354) (5,576) (1,325) Impairments 4 (656) — (656) — Other acquisition related expenses 5 (1,151) — (7,697) — Severance 6 — — (2,636) — Adjusted Operating Expenses 1,085,781 761,097 3,716,512 3,063,693 Adjusted Operating Income $ 69,942 $ 159,720 $ 314,542 $ 747,906 Adjusted Operating Ratio 93.9 % 82.7 % 92.2 % 80.4 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to 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 historical Knight acquisitions and the U.S. Xpress acquisition. 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 7. 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8. Non-GAAP Reconciliation
19 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, LTL Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 275,877 $ 251,967 $ 1,082,454 $ 1,069,554 Total operating expenses (246,092) (226,361) (963,574) (942,945) Operating income $ 29,785 $ 25,606 $ 118,880 $ 126,609 Operating ratio 89.2 % 89.8 % 89.0 % 88.2 % Non-GAAP Presentation Total revenue $ 275,877 $ 251,967 $ 1,082,454 $ 1,069,554 Fuel surcharge (43,800) (47,971) (167,886) (202,262) Revenue, excluding fuel surcharge 232,077 203,996 914,568 867,292 Total operating expenses 246,092 226,361 963,574 942,945 Adjusted for: Fuel surcharge (43,800) (47,971) (167,886) (202,262) Amortization of intangibles 2 (3,920) (3,958) (15,680) (15,930) Adjusted Operating Expenses 198,372 174,432 780,008 724,753 Adjusted Operating Income $ 33,705 $ 29,564 $ 134,560 $ 142,539 Adjusted Operating Ratio 85.5 % 85.5 % 85.3 % 83.6 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the ACT and MME acquisitions. Non-GAAP Reconciliation
20 Quarter Ended December 31, Year-to-Date December 31, Logistics Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 164,535 $ 179,333 $ 582,250 $ 920,707 Total operating expenses (153,867) (156,200) (538,832) (786,765) Operating income $ 10,668 $ 23,133 $ 43,418 $ 133,942 Operating ratio 93.5 % 87.1 % 92.5 % 85.5 % Non-GAAP Presentation Total revenue $ 164,535 $ 179,333 $ 582,250 $ 920,707 Intersegment transactions — (6,178) (4,555) (10,098) Revenue, excluding intersegment transactions 164,535 173,155 577,695 910,609 Total operating expenses 153,867 156,200 538,832 786,765 Adjusted for: Intersegment transactions — (6,178) (4,555) (10,098) Amortization of intangibles 2 (610) (333) (1,613) (1,336) Adjusted Operating Expenses 153,257 149,689 532,664 775,331 Adjusted Operating Income $ 11,278 $ 23,466 $ 45,031 $ 135,278 Adjusted Operating Ratio 93.1 % 86.4 % 92.2 % 85.1 % Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. 2 "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets identified in the UTXL acquisition. Non-GAAP Reconciliation
21 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended December 31, Year-to-Date December 31, Intermodal Segment 2023 2022 2023 2022 GAAP Presentation (Dollars in thousands) Total revenue $ 94,431 $ 112,916 $ 410,549 $ 485,786 Total operating expenses (98,884) (106,925) (421,056) (437,619) Operating (loss) income $ (4,453) $ 5,991 $ (10,507) $ 48,167 Operating ratio 104.7 % 94.7 % 102.6 % 90.1 % Non-GAAP Presentation Total revenue $ 94,431 $ 112,916 $ 410,549 $ 485,786 Intersegment transactions — — — (47) Revenue, excluding intersegment transactions 94,431 112,916 410,549 485,739 Total operating expenses 98,884 106,925 421,056 437,619 Adjusted for: Intersegment transactions — — — (47) Adjusted Operating Expenses 98,884 106,925 421,056 437,572 Adjusted Operating (Loss) Income $ (4,453) $ 5,991 $ (10,507) $ 48,167 Adjusted Operating Ratio 104.7 % 94.7 % 102.6 % 90.1 % 1 Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio. Non-GAAP Reconciliation
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Grafico Azioni Knight Swift Transportat... (NYSE:KNX)
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