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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): October 23, 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 October 23, 2024, Knight-Swift Transportation Holdings Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter ended September 30, 2024. 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: | October 23, 2024 | | /s/ Andrew Hess |
| | | | Andrew Hess |
| | | | Chief Financial Officer |
October 23, 2024
Phoenix, Arizona
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Knight-Swift Transportation Holdings Inc. Reports Third Quarter 2024 Revenue and Earnings |
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 third quarter 2024 net income attributable to Knight-Swift of $30.5 million and Adjusted Net Income Attributable to Knight-Swift2 of $54.4 million. GAAP earnings per diluted share for the third quarter of 2024 were $0.19, compared to $0.37 for the third quarter of 2023. The Adjusted EPS was $0.34 for the third quarter of 2024, compared to $0.41 for the third quarter of 2023.
During the third quarter of 2024, consolidated total revenue was $1.9 billion, which is a 7.1% decrease from the third quarter of 2023. Consolidated operating income was $81.4 million, reflecting an increase of 0.4% as compared to the same quarter last year. Our consolidated operating ratio for the quarter was 95.7%, and the Adjusted Operating Ratio was 93.9%, both of which were essentially flat with the prior year while representing slight sequential improvements over the second quarter.
•Truckload — 95.6% Adjusted Operating Ratio, while revenue, excluding fuel surcharge and intersegment transactions, decreased 6.1% year-over-year as we lap the acquisition of the U.S. Xpress trucking business. Revenue per loaded mile, excluding fuel surcharge and intersegment transactions, increased slightly over the second quarter.
•LTL — 89.6% Adjusted Operating Ratio, with a 16.7% year-over-year increase in revenues, excluding fuel surcharge. Shipments per day increased 11.1%, and revenue per hundredweight excluding fuel surcharge increased 9.2% year-over-year. Adjusted Operating Income declined by 19.5% due to start-up costs and early-stage operations at our recently opened facilities. We opened 16 new locations during the quarter following 18 openings in the first half of the year, and we acquired the less-than-truckload division of Dependable Highway Express, Inc. (the "DHE" acquisition) effective July 30, 2024, as we continue to invest in our network.
•Logistics — 94.5% Adjusted Operating Ratio with a gross margin of 17.8%. Revenue, excluding intersegment transactions, decreased 9.5%, and load count decreased 21.1% year-over-year, as we lap the acquisition of the U.S. Xpress logistics business. Revenue per load increased 13.6% year-over-year.
•Intermodal — 101.4% operating ratio, with load count up 7.2% and revenue per load down 5.3% year-over-year.
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| Quarter Ended September 30, 1 |
| 2024 | | 2023 | | Change |
| (Dollars in thousands, except per share data) |
| Total revenue | $ | 1,876,676 | | | $ | 2,019,936 | | | (7.1) | % |
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,680,893 | | | $ | 1,775,249 | | | (5.3) | % |
| Operating income | $ | 81,420 | | | $ | 81,056 | | | 0.4 | % |
Adjusted Operating Income 2 | $ | 101,726 | | | $ | 109,499 | | | (7.1) | % |
| Net income attributable to Knight-Swift | $ | 30,464 | | | $ | 60,194 | | | (49.4) | % |
Adjusted Net Income Attributable to Knight-Swift 2 | $ | 54,447 | | | $ | 67,162 | | | (18.9) | % |
| Earnings per diluted share | $ | 0.19 | | | $ | 0.37 | | | (48.6) | % |
Adjusted EPS 2 | $ | 0.34 | | | $ | 0.41 | | | (17.1) | % |
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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 GAAP and non-GAAP results for the quarter include certain items that impact the comparability of year-over-year results. These items include the $6.6 million increase in net interest expense and the increase in the effective tax rate of 34.1% on our GAAP results and 6.1% on our non-GAAP results, year-over-year. Impairment charges and an investment write-off totaling $13.1 million are also excluded from our non-GAAP results.
Adam Miller, CEO of Knight-Swift, commented, "Our thoughts and prayers are with those affected by the recent hurricanes in the Southeast, including some of our own employees and their loved ones. Thankfully, our employees are all safe, and we did not sustain significant damage to our facilities or equipment, though we anticipate it may take some time before operating conditions can return to normal in this area.
"The market in the third quarter largely played out as expected prior to hurricane Helene and the impending port strike curtailing volumes across our asset-based businesses in the last week of the quarter. While we remain cautious on the market, we continue to observe positive signs, including a continuation of seasonal patterns with some project activity underway in the fourth quarter, achieving rate increases in more recent truckload bid awards, sequentially improving our average truckload revenue per mile over the second quarter, and seeing customers reducing their usage of brokers in efforts to improve cargo security as well as the ongoing stability of their supply chains. Our average spot rate remains higher than our average contractual rate, though both are still at unsustainable levels. We believe that scale, service, and freight security are becoming more of a differentiator.
"We are excited to make further progress on our LTL expansion strategy, including the DHE acquisition during the quarter. Further, our organic growth continues as we opened 16 additional facilities during the third quarter after opening 18 in the first half of 2024. We plan to open 4 more properties by the end of the year. The DHE acquisition and organic expansion total nearly 1,500 doors and will represent a 32% increase in door count since the beginning of the year, bringing our cumulative growth to 43% compared to the end of 2021, the year we entered the LTL sector. We are making significant investments in expanding our LTL network and service territory in 2024, which is a near-term headwind to improving operating margins, however, we expect to continue capturing volumes with new and existing customers, including in lanes that were previously not part of our network. Growth and increasing market density should allow us to unlock new levels of operating performance and margin in the long run."
Other Income — We recorded $3.2 million of income within "Other income, net" in the third quarter of 2024, compared to $11.4 million of income in the third quarter of 2023. The current quarter results include a $12.1 million charge to write off a minority investment in a transportation-adjacent technology venture.
Income Taxes — The effective tax rate on our GAAP results was 32.0% for the third quarter of 2024, compared to (2.1)% for the third quarter of 2023. The effective tax rate on our adjusted results was 29.3% for the third quarter of 2024, compared to 23.2% for the third quarter of 2023. We expect that our full year 2024 effective tax rate will be approximately 29% to 30% on our GAAP results and approximately 27.5% to 28.5% on our non-GAAP results.
Dividend — On August 7, 2024, our board of directors declared a quarterly cash dividend of $0.16 per share of our common stock. The dividend was payable to the Company's stockholders of record as of September 6, 2024, and was paid on September 23, 2024.
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| Segment Financial Performance |
Truckload Segment
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| Quarter Ended September 30, |
| 2024 | | 2023 | | Change |
| (Dollars in thousands) |
| Revenue, excluding fuel surcharge and intersegment transactions | $ | 1,107,461 | | | $ | 1,179,978 | | | (6.1 | %) |
| Operating income | $ | 45,356 | | | $ | 48,361 | | | (6.2 | %) |
Adjusted Operating Income 1 | $ | 48,505 | | | $ | 60,148 | | | (19.4 | %) |
| Operating ratio | 96.4 | % | | 96.5 | % | | (10 | bps) |
Adjusted Operating Ratio 1 | 95.6 | % | | 94.9 | % | | 70 | bps |
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1See 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 16,300 irregular route tractors and nearly 6,500 dedicated tractors.
Our Truckload segment revenue, excluding fuel surcharge and intersegment transactions, declined 6.1% year-over-year, driven by a 5.7% decrease in loaded miles as we lapped the acquisition of U.S. Xpress at the beginning of the quarter. The third quarter Adjusted Operating Ratio was 95.6% in an environment that remained challenging. On a sequential basis, the Adjusted Operating Ratio of our legacy trucking businesses improved 250 basis points over the second quarter, while stable margins at U.S. Xpress negatively impacted this segment's Adjusted Operating Ratio by 220 basis points for the quarter. Third quarter revenue per loaded mile, excluding fuel surcharge and intersegment transactions, was flat year-over-year and increased slightly over the second quarter. The sequential improvement in revenue per loaded mile was achieved through positive rate changes in bid awards and our spot activity which continues to be at a premium to our average contractual revenue per loaded mile. Miles per tractor were stable sequentially and year-over-year. Cost per mile improved 1.3% year-over-year as we continue to focus on what we can control. We are working diligently to improve our cost structure and equipment utilization to mitigate pressure on margins through this prolonged freight cycle while remaining disciplined on pricing and capacity commitments to position our business to respond when market conditions improve.
LTL Segment 1
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| Quarter Ended September 30, |
| 2024 | | 2023 | | Change |
| (Dollars in thousands) |
| Revenue, excluding fuel surcharge | $ | 280,181 | | | $ | 239,984 | | | 16.7 | % |
| Operating income | $ | 24,556 | | | $ | 32,275 | | | (23.9 | %) |
Adjusted Operating Income 2 | $ | 29,119 | | | $ | 36,195 | | | (19.5 | %) |
| Operating ratio | 92.5 | % | | 88.6 | % | | 390 | bps |
Adjusted Operating Ratio 2 | 89.6 | % | | 84.9 | % | | 470 | 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 LTL segment grew revenue, excluding fuel surcharge, 16.7% as shipments per day increased 11.1% year-over-year. Our previously announced acquisition of DHE on July 30, 2024 contributed approximately 7.5% to each of these improvements and added the key Southwest markets of California, Arizona, and Nevada to our network. Revenue per hundredweight, excluding fuel surcharge, increased 9.2%, while revenue per shipment, excluding fuel surcharge, increased by 4.8%, reflecting a 3.9% decrease in weight per shipment. This segment produced an 89.6% Adjusted Operating Ratio during the third quarter, while Adjusted Operating Income decreased 19.5% year-over-year due to start-up costs and early-stage operations at our recently opened facilities.
During the quarter, we opened 16 additional service centers following 18 openings in the first half of the year. We expect to open 4 more service centers by the end of 2024. Also, our DHE acquisition represents approximately 10% growth in both service centers and door count for our LTL network. Overall, our organic and inorganic expansion activities in 2024 should add nearly 1,500 doors, representing a 32.2% increase to our door count from the beginning of the year. We believe this meaningfully impacts the reach of our service offering and increases the density of our network. We believe the investments we are making in our network during 2024 bring opportunities to service additional freight and customers, though the associated set-up costs and initial operational inefficiencies are near-term headwinds to improving margins. Our focus for 2025 will be to have these locations continue to scale, particularly as they participate in the next bid cycle, to help drive growth and margin expansion in the business. We continue to look for both organic and inorganic opportunities to geographically expand our footprint within the LTL market.
Logistics Segment
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| Quarter Ended September 30, |
| 2024 | | 2023 | | Change |
| (Dollars in thousands) |
| Revenue, excluding intersegment transactions | $ | 143,581 | | | $ | 158,601 | | | (9.5 | %) |
| Operating income | $ | 6,684 | | | $ | 10,364 | | | (35.5 | %) |
Adjusted Operating Income 1 | $ | 7,848 | | | $ | 10,699 | | | (26.6 | %) |
| Operating ratio | 95.3 | % | | 93.5 | % | | 180 | bps |
Adjusted Operating Ratio 1 | 94.5 | % | | 93.3 | % | | 120 | bps |
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1See GAAP to non-GAAP reconciliation in the schedules following this release.
The Logistics segment Adjusted Operating Ratio was 94.5%, with a gross margin of 17.8% in the third quarter of 2024. Logistics load count was down 21.1% year-over-year as we lapped the acquisition of the U.S. Xpress logistics business at the beginning of the quarter, though load count improved 5.5% over the second quarter. Revenue per load increased year-over-year by 13.6% in the third quarter. We remain disciplined on price and diligent in carrier qualification to provide value to customers while maintaining profitability. We continue to leverage our power-only capabilities to complement our asset business, build a broader and more diversified freight portfolio, and to enhance the returns on our capital assets.
Intermodal Segment
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| Quarter Ended September 30, |
| 2024 | | 2023 | | Change |
| (Dollars in thousands) |
| Revenue, excluding intersegment transactions | $ | 102,679 | | | $ | 101,219 | | | 1.4 | % |
| Operating loss | $ | (1,387) | | | $ | (4,524) | | | 69.3 | % |
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| Operating ratio | 101.4 | % | | 104.5 | % | | (310 | bps) |
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The Intermodal segment improved its operating ratio to 101.4% while growing total revenue 1.4% year-over-year. This is the first year-over-year revenue increase in six quarters and was driven by a 7.2% increase in load count, partially offset by a 5.3% decline in revenue per load. We remain focused on growing our load count with disciplined pricing across a diverse group of customers.
All Other Segments
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| Quarter Ended September 30, |
| 2024 | | 2023 | | Change |
| (Dollars in thousands) |
| Total revenue | $ | 68,438 | | | $ | 119,677 | | | (42.8 | %) |
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| Operating income (loss) | $ | 6,211 | | | $ | (5,420) | | | 214.6 | % |
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All Other Segments include support services provided to our customers, independent contractors, and third-party carriers, including equipment leasing, warehousing, trailer parts manufacturing, insurance, equipment maintenance, 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).
The $6.2 million operating income within our All Other Segments is primarily driven by the warehousing and equipment leasing businesses. Revenue within our All Other Segments declined 42.8% year-over-year, largely as a result of winding down our third-party insurance program, which ceased operation at the end of the first quarter.
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| Consolidated Liquidity, Capital Resources, and Earnings Guidance |
Cash Flow Sources (Uses) 1
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| | Year-to-Date September 30, |
| | 2024 | | 2023 | | Change |
| (In thousands) |
| Net cash provided by operating activities | $ | 524,741 | | | $ | 873,502 | | | $ | (348,761) | |
| Net cash used in investing activities | (619,020) | | | (1,088,030) | | | 469,010 | |
| Net cash (used in) provided by financing activities | (54,495) | | | 286,090 | | | (340,585) | |
Net (decrease) increase in cash, restricted cash, and equivalents 2 | $ | (148,774) | | | $ | 71,562 | | | $ | (220,336) | |
| Net capital expenditures | $ | (408,492) | | | $ | (638,443) | | | $ | 229,951 | |
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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 (decrease) 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 September 30, 2024, we had a balance of $1.0 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 $2.8 billion as of September 30, 2024. Free Cash Flow3 for the year-to-date period ended September 30, 2024 was $116.2 million, which was negatively impacted by our decision to transfer $161.1 million of third-party insurance claim liabilities to another insurance company as discussed during the first quarter, which was funded by transferring the corresponding restricted cash held in trust for payment of the third-party insurance claims. The use of restricted cash in this transaction does not impact the availability of operating cash for the needs of our ongoing businesses. During the year-to-date period ending September 30, 2024, we generated $524.7 million in operating cash flows, paid down $112.3 million in finance lease liabilities, $147.0 million on our operating lease liabilities, and made $92.2 million of net repayments on our 2021 Revolver and accounts receivable securitization.
Equipment and Capital Expenditures — Gain on sale of revenue equipment was $9.2 million in the third quarter of 2024, compared to $11.4 million in the same quarter of 2023. The average age of the tractor fleet within our Truckload segment was 2.6 years in the third quarter of 2024, compared to 2.5 years in the same quarter of 2023. The average age of the tractor fleet within our LTL segment was 4.2 years in the third quarter of 2024 and 4.3 years in the same quarter of 2023. Cash capital expenditures, net of disposal proceeds, were $408.5 million for the year-to-date period ending September 30, 2024. We expect net cash capital expenditures will be in the range of $525 million - $575 million for full-year 2024, which is a reduction from our previous range of $625 million – $675 million. 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 — We expect that Adjusted EPS1 will range from $0.32 to $0.36 for the fourth quarter of 2024 and that Adjusted EPS1 for the first quarter of 2025 will range from $0.29 to $0.33. Because the timing of an inflection in market conditions has proven especially difficult to predict during this cycle, we are not reflecting an inflection in market conditions for the purposes of these forecasts but are rather basing these ranges on expected seasonality and a continuation of existing market conditions. 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
•Truckload Segment revenue up slightly sequentially in the fourth quarter and down low-to-mid single-digit percent sequentially into the first quarter with operating margins improving modestly sequentially in the fourth quarter and declining modestly sequentially into the first quarter,
•Tractor count down low single-digit percent sequentially in the fourth and first quarters.
LTL
•LTL Segment with high-teens percent growth in revenue, excluding fuel surcharge, year-over-year in both fourth and first quarters driven by shipment count growth from our expanding network, the inclusion of DHE, and yield improvement,
•Adjusted operating ratios in the high 80's as we continue to absorb costs from our network expansion.
Logistics
•Logistics Segment revenue up high single-digit percent sequentially in the fourth quarter and declining high-teens percent sequentially in the first quarter, with Adjusted Operating Ratios in the mid-90’s.
Intermodal
•Intermodal Segment load count down mid-to-high single-digit percent sequentially in the fourth quarter before growing low single-digit percent sequentially in the first quarter with approximately break-even operating margins.
All Other
•All Other Segment operating income, before including the $11.7 million quarterly intangible asset amortization, approximately break-even for the fourth quarter as some of these services experience their typical seasonal slowdown, and $16 million to $21 million for the first quarter.
Additional
•Equipment gains to be in the range of $5 million to $10 million per quarter,
•Net interest expense down modestly sequentially in the fourth quarter and first quarter,
•Net cash capital expenditures for the full year 2024 expected range of $525 million - $575 million,
•Expected effective tax rate on adjusted income before taxes of approximately 26% to 27% for fourth quarter 2024 and approximately 26% to 28% for full year 2025.
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 non-cash impairments and certain other unusual items, if any.
Knight-Swift will host a conference call to discuss the earnings release, the results of operations, and other matters following its earnings press release on Wednesday, October 23, 2024, at 5:30 p.m. EDT. An online, real-time webcast of the quarterly conference call will be available on the Company's website at investor.knight-swift.com. 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 also be posted on the Company’s website and will be available to download just before the scheduled conference call. To view the slides or listen to the webcast, please visit investor.knight-swift.com, "Knight-Swift Q3 2024 Earnings."
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 fleets, 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 |
Adam Miller, Chief Executive Officer, Andrew Hess, Chief Financial Officer, or Brad Stewart, Treasurer & SVP Investor Relations: (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," "design", ''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, and seasonality,
•future dividends,
•future effective tax rates,
•future performance or growth of our reportable segments, including expected revenues, utilization, and rates within our Truckload segment; expected network, customer relationships, door count, volumes, capacity, and revenue within our LTL segment; expected freight portfolio and return on capital assets within our Logistics segment; and expected impact of weather events, customer mix, pricing, and volumes within our Intermodal segment,
•future capital structure, capital allocation, growth strategies and opportunities, costs, inflation, and liquidity,
•future capital expenditures, including nature and funding of capital expenditures and gain on sale, 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 Annual Report on Form 10-K for the year ended December 31, 2023, 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 September 30, | | Year-to-Date September 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| (In thousands, except per share data) |
| Revenue: | | | | | | | |
| Revenue, excluding truckload and LTL fuel surcharge | $ | 1,680,893 | | | $ | 1,775,249 | | | $ | 4,935,408 | | | $ | 4,615,990 | |
| Truckload and LTL fuel surcharge | 195,783 | | | 244,687 | | | 610,389 | | | 593,857 | |
| Total revenue | 1,876,676 | | | 2,019,936 | | | 5,545,797 | | | 5,209,847 | |
| Operating expenses: | | | | | | | |
| Salaries, wages, and benefits | 726,358 | | | 710,543 | | | 2,111,143 | | | 1,780,522 | |
| Fuel | 213,489 | | | 272,376 | | | 670,651 | | | 628,435 | |
| Operations and maintenance | 142,418 | | | 142,913 | | | 415,302 | | | 343,604 | |
| Insurance and claims | 86,510 | | | 148,865 | | | 314,394 | | | 424,210 | |
| Operating taxes and licenses | 32,220 | | | 30,506 | | | 93,923 | | | 84,728 | |
| Communications | 8,411 | | | 8,411 | | | 24,208 | | | 20,344 | |
| Depreciation and amortization of property and equipment | 178,598 | | | 176,613 | | | 539,313 | | | 488,960 | |
| Amortization of intangibles | 18,922 | | | 18,907 | | | 56,009 | | | 51,595 | |
| Rental expense | 42,322 | | | 50,401 | | | 129,248 | | | 81,542 | |
| Purchased transportation | 295,261 | | | 330,683 | | | 859,286 | | | 869,671 | |
| Impairments | 1,008 | | | — | | | 10,867 | | | — | |
| Miscellaneous operating expenses | 49,739 | | | 48,662 | | | 156,018 | | | 116,363 | |
| Total operating expenses | 1,795,256 | | | 1,938,880 | | | 5,380,362 | | | 4,889,974 | |
| Operating income | 81,420 | | | 81,056 | | | 165,435 | | | 319,873 | |
| Other (expenses) income: | | | | | | | |
| Interest income | 4,005 | | | 5,542 | | | 12,844 | | | 16,099 | |
| Interest expense | (44,398) | | | (39,354) | | | (126,116) | | | (86,799) | |
| Other income, net | 3,169 | | | 11,433 | | | 17,049 | | | 30,815 | |
| Total other (expenses) income, net | (37,224) | | | (22,379) | | | (96,223) | | | (39,885) | |
| Income before income taxes | 44,196 | | | 58,677 | | | 69,212 | | | 279,988 | |
| Income tax expense (benefit) | 14,137 | | | (1,220) | | | 22,253 | | | 53,474 | |
| Net income | 30,059 | | | 59,897 | | | 46,959 | | | 226,514 | |
| Net loss attributable to noncontrolling interest | 405 | | | 297 | | | 1,170 | | | 1,290 | |
| Net income attributable to Knight-Swift | $ | 30,464 | | | $ | 60,194 | | | $ | 48,129 | | | $ | 227,804 | |
| Other comprehensive income | 995 | | | 152 | | | 998 | | | 1,772 | |
| Comprehensive income | $ | 31,459 | | | $ | 60,346 | | | $ | 49,127 | | | $ | 229,576 | |
| | | | | | | |
| Earnings per share: | | | | | | | |
| Basic | $ | 0.19 | | | $ | 0.37 | | | $ | 0.30 | | | $ | 1.41 | |
| Diluted | $ | 0.19 | | | $ | 0.37 | | | $ | 0.30 | | | $ | 1.41 | |
| | | | | | | |
| Dividends declared per share: | $ | 0.16 | | | $ | 0.14 | | | $ | 0.48 | | | $ | 0.42 | |
| | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 161,861 | | | 161,332 | | | 161,687 | | | 161,124 | |
| Diluted | 162,233 | | | 161,888 | | | 162,120 | | | 161,782 | |
_________
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. The reported results do not include the results of operations of DHE prior to its acquisition by Knight-Swift on July 30, 2024 in accordance with the accounting treatment applicable to the transaction.
| | |
| Condensed Consolidated Balance Sheets (Unaudited) |
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
| (In thousands) |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 166,348 | | | $ | 168,545 | |
| Cash and cash equivalents – restricted | 150,870 | | | 297,275 | |
| Restricted investments, held-to-maturity, amortized cost | — | | | 530 | |
Trade receivables, net of allowance for doubtful accounts of $39,298 and $39,458, respectively | 835,248 | | | 888,603 | |
| Contract balance – revenue in transit | 11,056 | | | 12,246 | |
| Prepaid expenses | 114,793 | | | 148,696 | |
| Assets held for sale | 74,787 | | | 83,366 | |
| Income tax receivable | 46,191 | | | 65,815 | |
| | | |
| Other current assets | 38,330 | | | 43,939 | |
| Total current assets | 1,437,623 | | | 1,709,015 | |
| Property and equipment, net | 4,758,974 | | | 4,616,399 | |
| Operating lease right-of-use assets | 415,856 | | | 484,821 | |
| | | |
| | | |
| Goodwill and intangible assets, net | 6,038,457 | | | 5,907,680 | |
| Other long-term assets | 173,871 | | | 152,850 | |
| Total assets | $ | 12,824,781 | | | $ | 12,870,765 | |
| | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 293,244 | | | $ | 355,173 | |
| Accrued payroll and purchased transportation | 190,830 | | | 164,884 | |
| Accrued liabilities | 207,143 | | | 220,350 | |
| Claims accruals – current portion | 336,010 | | | 480,200 | |
Finance lease liabilities and long-term debt – current portion | 272,355 | | | 459,759 | |
| Operating lease liabilities – current portion | 129,938 | | | 144,921 | |
| | | |
| Total current liabilities | 1,429,520 | | | 1,825,287 | |
| Revolving line of credit | 227,000 | | | 67,000 | |
Long-term debt – less current portion | 1,501,565 | | | 1,223,021 | |
| Finance lease liabilities – less current portion | 466,863 | | | 407,150 | |
| Operating lease liabilities – less current portion | 310,584 | | | 371,407 | |
| Accounts receivable securitization | 458,911 | | | 526,508 | |
| Claims accruals – less current portion | 328,968 | | | 315,476 | |
| Deferred tax liabilities | 920,685 | | | 951,749 | |
| Other long-term liabilities | 114,469 | | | 79,086 | |
| Total liabilities | 5,758,565 | | | 5,766,684 | |
| Stockholders’ equity: | | | |
| Common stock | 1,619 | | | 1,613 | |
| Additional paid-in capital | 4,439,029 | | | 4,426,852 | |
| Accumulated other comprehensive loss | 168 | | | (830) | |
| Retained earnings | 2,617,880 | | | 2,659,755 | |
| Total Knight-Swift stockholders' equity | 7,058,696 | | | 7,087,390 | |
| Noncontrolling interest | 7,520 | | | 16,691 | |
| Total stockholders’ equity | 7,066,216 | | | 7,104,081 | |
| Total liabilities and stockholders’ equity | $ | 12,824,781 | | | $ | 12,870,765 | |
| | |
| Segment Operating Statistics (Unaudited) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2024 | | 2023 | | Change | | 2024 | | 2023 | | Change |
Truckload 1 | | | | | | | | | | | |
Average revenue per tractor 2 | $ | 48,543 | | | $ | 48,842 | | | (0.6 | %) | | $ | 143,753 | | | $ | 155,081 | | | (7.3 | %) |
| Non-paid empty miles percentage | 14.1 | % | | 13.6 | % | | 50 | bps | | 14.1 | % | | 14.5 | % | | (40) | bps |
| Average length of haul (miles) | 378 | | | 400 | | | (5.5 | %) | | 386 | | | 393 | | | (1.8 | %) |
Miles per tractor 3 | 20,469 | | | 20,384 | | | 0.4 | % | | 60,870 | | | 62,781 | | | (3.0 | %) |
| Average tractors | 22,814 | | | 24,159 | | | (5.6 | %) | | 22,986 | | | 20,054 | | | 14.6 | % |
Average trailers 3 | 90,935 | | | 95,976 | | | (5.3 | %) | | 92,642 | | | 85,125 | | | 8.8 | % |
| | | | | | | | | | | |
LTL 4 | | | | | | | | | | | |
| Shipments per day | 21,907 | | | 19,712 | | | 11.1 | % | | 20,397 | | | 18,771 | | | 8.7 | % |
| Weight per shipment (pounds) | 1,001 | | | 1,042 | | | (3.9 | %) | | 1,005 | | | 1,053 | | | (4.6 | %) |
| Average length of haul (miles) | 592 | | | 562 | | | 5.3 | % | | 584 | | | 548 | | | 6.6 | % |
| Revenue per shipment | $ | 202.20 | | | $ | 196.59 | | | 2.9 | % | | $ | 201.56 | | | $ | 191.36 | | | 5.3 | % |
| Revenue xFSC per shipment | $ | 173.83 | | | $ | 165.80 | | | 4.8 | % | | $ | 172.67 | | | $ | 161.74 | | | 6.8 | % |
| Revenue per hundredweight | $ | 20.21 | | | $ | 18.86 | | | 7.2 | % | | $ | 20.05 | | | $ | 18.17 | | | 10.3 | % |
| Revenue xFSC per hundredweight | $ | 17.37 | | | $ | 15.91 | | | 9.2 | % | | $ | 17.18 | | | $ | 15.36 | | | 11.8 | % |
Average tractors 5 | 3,730 | | | 3,206 | | | 16.3 | % | | 3,505 | | | 3,177 | | | 10.3 | % |
Average trailers 6 | 9,888 | | | 8,496 | | | 16.4 | % | | 9,160 | | | 8,445 | | | 8.5 | % |
| | | | | | | | | | | |
Logistics 1 | | | | | | | | | | | |
Revenue per load - Brokerage only 7 | $ | 1,898 | | | $ | 1,671 | | | 13.6 | % | | $ | 1,828 | | | $ | 1,680 | | | 8.8 | % |
| Gross margin - Brokerage only | 17.8 | % | | 18.0 | % | | (20 | bps) | | 17.5 | % | | 19.0 | % | | (150) | bps |
| | | | | | | | | | | |
| Intermodal | | | | | | | | | | | |
Average revenue per load 7 | $ | 2,569 | | | $ | 2,714 | | | (5.3 | %) | | $ | 2,599 | | | $ | 2,889 | | | (10.0 | %) |
| Load count | 39,968 | | | 37,292 | | | 7.2 | % | | 110,905 | | | 109,430 | | | 1.3 | % |
| Average tractors | 622 | | | 677 | | | (8.1 | %) | | 615 | | | 647 | | | (4.9 | %) |
| Average containers | 12,569 | | | 12,669 | | | (0.8 | %) | | 12,577 | | | 12,780 | | | (1.6 | %) |
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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 18,541 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.
3Third quarter 2024 and 2023 includes 8,510 and 8,432 trailers, respectively, related to leasing activities recorded within our All Other Segments. The year-to-date period ending September 30, 2024 and 2023 includes 8,718 and 8,599 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 615 and 609 tractors from ACT's and MME's dedicated and other businesses for the third quarter of 2024 and 2023, respectively. Our LTL tractor fleet includes 613 and 610 tractors from ACT's and MME's dedicated and other businesses for the year-to-date period ending September 30, 2024 and 2023, respectively.
6Our LTL trailer fleet includes 843 and 777 trailers from ACT's and MME's dedicated and other businesses for the third quarter of 2024 and 2023, respectively. Our LTL trailer fleet includes 831 and 778 trailers from ACT's and MME's dedicated and other businesses for the year-to-date period ending September 30, 2024 and 2023, 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 September 30, | | Year-to-Date September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 1,876,676 | | | $ | 2,019,936 | | | $ | 5,545,797 | | | $ | 5,209,847 | |
| Total operating expenses | (1,795,256) | | | (1,938,880) | | | (5,380,362) | | | (4,889,974) | |
| Operating income | $ | 81,420 | | | $ | 81,056 | | | $ | 165,435 | | | $ | 319,873 | |
| Operating ratio | 95.7 | % | | 96.0 | % | | 97.0 | % | | 93.9 | % |
| | | | | | | |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 1,876,676 | | | $ | 2,019,936 | | | $ | 5,545,797 | | | $ | 5,209,847 | |
| Truckload and LTL fuel surcharge | (195,783) | | | (244,687) | | | (610,389) | | | (593,857) | |
| Revenue, excluding truckload and LTL fuel surcharge | 1,680,893 | | | 1,775,249 | | | 4,935,408 | | | 4,615,990 | |
| | | | | | | |
| Total operating expenses | 1,795,256 | | | 1,938,880 | | | 5,380,362 | | | 4,889,974 | |
| Adjusted for: | | | | | | | |
| Truckload and LTL fuel surcharge | (195,783) | | | (244,687) | | | (610,389) | | | (593,857) | |
Amortization of intangibles 3 | (19,189) | | | (18,907) | | | (56,276) | | | (51,595) | |
Impairments 4 | (1,008) | | | — | | | (10,867) | | | — | |
Legal accruals 5 | (366) | | | (150) | | | (2,194) | | | (1,150) | |
Transaction fees 6 | (602) | | | — | | | (602) | | | (6,868) | |
Other acquisition related expenses 7 | — | | | (6,546) | | | — | | | (6,546) | |
Severance expense 8 | — | | | (3,699) | | | (7,219) | | | (5,151) | |
Change in fair value of deferred earnout 9 | 859 | | | 859 | | | 859 | | | 3,359 | |
| Adjusted Operating Expenses | 1,579,167 | | | 1,665,750 | | | 4,693,674 | | | 4,228,166 | |
| Adjusted Operating Income | $ | 101,726 | | | $ | 109,499 | | | $ | 241,734 | | | $ | 387,824 | |
| Adjusted Operating Ratio | 93.9 | % | | 93.8 | % | | 95.1 | % | | 91.6 | % |
| | | | | | | |
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, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income.
4 "Impairments" reflects the non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments).
5 "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following:
•Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements.
•During the second and third quarters of 2023, legal expense reflects the increased estimated exposure 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.
6 "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 and July 30, 2024 acquisitions of U.S. Xpress and DHE, respectively. The transaction fees are included within "Miscellaneous operating expenses" and "Salaries, Wages, and benefits" and with small 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 benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses".
| | |
Non-GAAP Reconciliation (Unaudited): |
Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (Dollars in thousands, except per share data) |
| GAAP: Net income attributable to Knight-Swift | $ | 30,464 | | | $ | 60,194 | | | $ | 48,129 | | | $ | 227,804 | |
| Adjusted for: | | | | | | | |
| Income tax expense attributable to Knight-Swift | 14,137 | | | (1,220) | | | 22,253 | | | 53,474 | |
| Income before income taxes attributable to Knight-Swift | 44,601 | | | 58,974 | | | 70,382 | | | 281,278 | |
Amortization of intangibles 3 | 19,189 | | | 18,907 | | | 56,276 | | | 51,595 | |
Impairments 4 | 1,008 | | | — | | | 10,867 | | | — | |
Legal accruals 5 | 366 | | | 150 | | | 2,194 | | | 1,150 | |
Transaction fees 6 | 602 | | | — | | | 602 | | | 6,868 | |
Other acquisition related expenses 7 | — | | | 6,546 | | | — | | | 6,546 | |
Severance expense 8 | — | | | 3,699 | | | 7,219 | | | 5,151 | |
Change in fair value of deferred earnout 9 | (859) | | | (859) | | | (859) | | | (3,359) | |
Loss on investment 10 | 12,107 | | | — | | | 12,107 | | | — | |
| Adjusted income before income taxes | 77,014 | | | 87,417 | | | 158,788 | | | 349,229 | |
Provision for income tax expense at effective rate 11 | (22,567) | | | (20,255) | | | (45,192) | | | (84,958) | |
| Non-GAAP: Adjusted Net Income Attributable to Knight-Swift | $ | 54,447 | | | $ | 67,162 | | | $ | 113,596 | | | $ | 264,271 | |
| | | | | | | |
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 September 30, | | Year-to-Date September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| GAAP: Earnings per diluted share | $ | 0.19 | | | $ | 0.37 | | | $ | 0.30 | | | $ | 1.41 | |
| Adjusted for: | | | | | | | |
| Income tax expense attributable to Knight-Swift | 0.09 | | | (0.01) | | | 0.14 | | | 0.33 | |
| Income before income taxes attributable to Knight-Swift | 0.27 | | | 0.36 | | | 0.43 | | | 1.74 | |
Amortization of intangibles 3 | 0.12 | | | 0.12 | | | 0.35 | | | 0.32 | |
Impairments 4 | 0.01 | | | — | | | 0.07 | | | — | |
Legal accruals 5 | — | | | — | | | 0.01 | | | 0.01 | |
Transaction fees 6 | — | | | — | | | — | | | 0.04 | |
Other acquisition related expenses 7 | — | | | 0.04 | | | — | | | 0.04 | |
Severance expense 8 | — | | | 0.02 | | | 0.04 | | | 0.03 | |
Change in fair value of deferred earnout 9 | (0.01) | | | (0.01) | | | (0.01) | | | (0.02) | |
Loss on investment 10 | 0.07 | | | — | | | 0.07 | | | — | |
| Adjusted income before income taxes | 0.47 | | | 0.54 | | | 0.98 | | | 2.16 | |
Provision for income tax expense at effective rate 11 | (0.14) | | | (0.13) | | | (0.28) | | | (0.53) | |
| Non-GAAP: Adjusted EPS | $ | 0.34 | | | $ | 0.41 | | | $ | 0.70 | | | $ | 1.63 | |
| | | | | | | |
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.
10"Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments.
11For the third quarter of 2024, an adjusted effective tax rate of 29.3% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2024, an adjusted effective tax rate of 28.5% was applied in our Adjusted EPS calculation to exclude certain discrete items.
For the third quarter and year-to-date of 2023, an effective tax rate of 23.2% and 24.3%, respectively was applied in our Adjusted EPS calculation to exclude the 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 September 30, | | Year-to-Date September 30, |
Truckload Segment 2 | 2024 | | 2023 | | 2024 | | 2023 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 1,258,156 | | | $ | 1,380,781 | | | $ | 3,785,408 | | | $ | 3,346,685 | |
| Total operating expenses | (1,212,800) | | | (1,332,420) | | | (3,693,422) | | | (3,114,514) | |
| Operating income | $ | 45,356 | | | $ | 48,361 | | | $ | 91,986 | | | $ | 232,171 | |
| Operating ratio | 96.4 | % | | 96.5 | % | | 97.6 | % | | 93.1 | % |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 1,258,156 | | | $ | 1,380,781 | | | $ | 3,785,408 | | | $ | 3,346,685 | |
| Fuel surcharge | (150,552) | | | (200,503) | | | (480,643) | | | (469,771) | |
| Intersegment transactions | (143) | | | (300) | | | (463) | | | (1,583) | |
| Revenue, excluding fuel surcharge and intersegment transactions | 1,107,461 | | | 1,179,978 | | | 3,304,302 | | | 2,875,331 | |
| | | | | | | |
| Total operating expenses | 1,212,800 | | | 1,332,420 | | | 3,693,422 | | | 3,114,514 | |
| Adjusted for: | | | | | | | |
| Fuel surcharge | (150,552) | | | (200,503) | | | (480,643) | | | (469,771) | |
| Intersegment transactions | (143) | | | (300) | | | (463) | | | (1,583) | |
Amortization of intangibles 3 | (1,775) | | | (2,605) | | | (5,325) | | | (3,247) | |
Impairments 4 | (1,008) | | | — | | | (9,662) | | | — | |
Legal accruals 5 | (366) | | | — | | | (336) | | | — | |
Other acquisition related expenses 6 | — | | | (6,546) | | | — | | | (6,546) | |
Severance 7 | — | | | (2,636) | | | (1,466) | | | (2,636) | |
| Adjusted Operating Expenses | 1,058,956 | | | 1,119,830 | | | 3,195,527 | | | 2,630,731 | |
| Adjusted Operating Income | $ | 48,505 | | | $ | 60,148 | | | $ | 108,775 | | | $ | 244,600 | |
| Adjusted Operating Ratio | 95.6 | % | | 94.9 | % | | 96.7 | % | | 91.5 | % |
| | | | | | | |
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 5.
6Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7.
7Refer 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 2 — (Continued) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
LTL Segment | 2024 | | 2023 | | 2024 | | 2023 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 325,412 | | | $ | 284,168 | | | $ | 914,012 | | | $ | 806,577 | |
| Total operating expenses | (300,856) | | | (251,893) | | | (836,120) | | | (717,482) | |
| Operating income | $ | 24,556 | | | $ | 32,275 | | | $ | 77,892 | | | $ | 89,095 | |
| Operating ratio | 92.5 | % | | 88.6 | % | | 91.5 | % | | 89.0 | % |
| Non-GAAP Presentation | | | | | | | |
| Total revenue | $ | 325,412 | | | $ | 284,168 | | | $ | 914,012 | | | $ | 806,577 | |
| Fuel surcharge | (45,231) | | | (44,184) | | | (129,746) | | | (124,086) | |
| | | | | | | |
| Revenue, excluding fuel surcharge | 280,181 | | | 239,984 | | | 784,266 | | | 682,491 | |
| | | | | | | |
| Total operating expenses | 300,856 | | | 251,893 | | | 836,120 | | | 717,482 | |
| Adjusted for: | | | | | | | |
| Fuel surcharge | (45,231) | | | (44,184) | | | (129,746) | | | (124,086) | |
| | | | | | | |
Amortization of intangibles 3 | (4,563) | | | (3,920) | | | (12,403) | | | (11,760) | |
| | | | | | | |
| | | | | | | |
| Adjusted Operating Expenses | 251,062 | | | 203,789 | | | 693,971 | | | 581,636 | |
| Adjusted Operating Income | $ | 29,119 | | | $ | 36,195 | | | $ | 90,295 | | | $ | 100,855 | |
| Adjusted Operating Ratio | 89.6 | % | | 84.9 | % | | 88.5 | % | | 85.2 | % |
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1Pursuant to the requirements of Regulation G, this table reconciles GAAP operating ratio to non-GAAP Adjusted Operating Ratio.
2Refer 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 ACT, MME, and of DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition.
| | |
Non-GAAP Reconciliation (Unaudited): |
Segment Adjusted Operating Income and Adjusted Operating Ratio 1 2 — (Continued) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
Logistics Segment 2 | 2024 | | 2023 | | 2024 | | 2023 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 143,581 | | | $ | 159,489 | | | $ | 402,010 | | | $ | 417,715 | |
| Total operating expenses | (136,897) | | | (149,125) | | | (388,094) | | | (384,965) | |
| Operating income | $ | 6,684 | | | $ | 10,364 | | | $ | 13,916 | | | $ | 32,750 | |
| Operating ratio | 95.3 | % | | 93.5 | % | | 96.5 | % | | 92.2 | % |
| Non-GAAP Presentation | |
| Total revenue | $ | 143,581 | | | $ | 159,489 | | | $ | 402,010 | | | $ | 417,715 | |
| | | | | | | |
| Intersegment transactions | — | | | (888) | | | — | | | (4,555) | |
| Revenue, excluding intersegment transactions | 143,581 | | | 158,601 | | | 402,010 | | | 413,160 | |
| | | | | | | |
| Total operating expenses | 136,897 | | | 149,125 | | | 388,094 | | | 384,965 | |
| Adjusted for: | | | | | | | |
| | | | | | | |
| Intersegment transactions | — | | | (888) | | | — | | | (4,555) | |
Amortization of intangibles 3 | (1,164) | | | (335) | | | (3,492) | | | (1,003) | |
| | | | | | | |
| | | | | | | |
| Adjusted Operating Expenses | 135,733 | | | 147,902 | | | 384,602 | | | 379,407 | |
| Adjusted Operating Income | $ | 7,848 | | | $ | 10,699 | | | $ | 17,408 | | | $ | 33,753 | |
| Adjusted Operating Ratio | 94.5 | % | | 93.3 | % | | 95.7 | % | | 91.8 | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended September 30, | | Year-to-Date September 30, |
| Intermodal Segment | 2024 | | 2023 | | 2024 | | 2023 |
| GAAP Presentation | (Dollars in thousands) |
| Total revenue | $ | 102,679 | | | $ | 101,219 | | | $ | 288,192 | | | $ | 316,118 | |
| Total operating expenses | (104,066) | | | (105,743) | | | (296,204) | | | (322,172) | |
| Operating loss | $ | (1,387) | | | $ | (4,524) | | | $ | (8,012) | | | $ | (6,054) | |
| Operating ratio | 101.4 | % | | 104.5 | % | | 102.8 | % | | 101.9 | % |
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| | | | | | | |
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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 U.S. Xpress and UTXL acquisitions.
| | |
Non-GAAP Reconciliation (Unaudited): |
Free Cash Flow 1 |
| | | | | |
| Year-to-Date September 30, 2024 |
| |
| GAAP: Cash flows from operations | $ | 524,741 | |
| Adjusted for: | |
| Proceeds from sale of property and equipment, including assets held for sale | 183,589 | |
| Purchases of property and equipment | (592,081) | |
| Non-GAAP: Free cash flow | $ | 116,249 | |
| |
1Pursuant to the requirements of Regulation G, this table reconciles GAAP cash flows from operations to non-GAAP Free Cash Flow.
Third Quarter 2024 Earnings Exhibit 99.2
2 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. Disclosure
3 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation (Adj. NI / EPS uses normalized tax rate) Q3 2024 Comparative Results 2,020 1,877 3Q23 3Q24 Total Revenue (7.1%) 1,775 1,681 3Q23 3Q24 Revenue xFSC (5.3%) 81 81 3Q23 3Q24 Operating Income 0.4% 109 102 3Q23 3Q24 Adj. Operating Inc. 1 (7.1%) 60 30 3Q23 3Q24 Net Income (49.4%) 67 54 3Q23 3Q24 Adj. Net Income 1 (18.9%) $0.37 $0.19 3Q23 3Q24 Earnings Per Share (48.6%) $0.41 $0.34 3Q23 3Q24 Adj. EPS 1 In m ill io ns In m ill io ns In m ill io ns Adjustments • $19.2M in Q3 2024 and $18.9M in Q3 2023 of amortization expense from mergers and acquisitions • $1.0M of impairments in Q3 2024 • $0.4M and $0.2M estimate exposure for certain legal matters in Q3 2024 and Q3 2023, respectively • $0.6M in Q3 2024 of transaction fees • $6.5M of other acquisition related expenses in Q3 2023 • $3.7M of severance expense in Q3 2023 • $0.9M decrease in fair value of deferred earnout in Q3 2023 and Q3 2024. • $12.1M loss on investment in Q3 2024 (17.1%) Consolidated operating ratio improves sequentially as environment stabilizes
4 $1,107.5M $48.5M 95.6% ~16,300 irregular route and ~6,500 dedicated tractors $280.2M $29.1M 89.6% 162 Service Centers ~6,000 door count $143.6M $7.8M 94.5% Gross Margin 17.8% $102.7M ($1.4M) 101.4% 622 tractors 12,569 containers 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation 2 Excludes Trucking and LTL fuel Surcharge and intersegment transactions Q3 2024 Revenue Diversification Q3 2024 Segment Overview Collaborating across our diversified brands to create customer value OTR 46% / Dedicated 19% LTL 17% Truckload 65% Log isti cs 8 % Intermodal 6% Other 4% Revenue xFSC2 Adjusted Op Income1 Adjusted OR1 Truckload Less-than- Truckload Logistics Intermodal KNX 1.7B2
5 (Dollars in millions) Revenue xFSC $1,107.5 $1,180.0 (6.1 %) Operating income $45.4 $48.4 (6.2 %) Adjusted Operating Income 1 $48.5 $60.1 (19.4 %) Operating ratio 96.4% 96.5% (10 bps) Adjusted Operating Ratio 1 95.6% 94.9% 70 bps Truckload Financial Metrics • Revenue per mile inflected positively sequentially in Q3 with stable miles per tractor • Remaining disciplined on pricing and capacity commitments, positioning to capture market opportunities • Legacy trucking Adjusted Operating Ratio1 improved 250 bps over Q2, while U.S. Xpress was stable • Reduced cost per mile 1.3% year-over-year despite inflationary pressures and lower volumes 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation. Average revenue per tractor $48,543 $48,842 (0.6 %) Average tractors 22,814 24,159 (5.6 %) Average trailers 90,935 95,976 (5.3 %) Miles per tractor 20,469 20,384 0.4 % Operating Performance - Truckload Driving disciplined cost reduction as we position to leverage market improvements Q3 2024 Q3 2023 Change Truckload Operating Statistics Q3 2024 Q3 2023 Change
6 LTL shipments per day 21,907 19,712 11.1 % LTL weight per shipment 1,001 1,042 (3.9 %) LTL revenue xFSC per hundredweight $17.37 $15.91 9.2 % LTL revenue xFSC per shipment $173.83 $165.80 4.8 % • Revenue xFSC increased 16.7% year over year driven by: ◦ 9.2% year-over-year increase in LTL Revenue xFSC per hundredweight ◦ Executing on organic growth strategy in LTL network • Opened 18 new locations in first half of 2024 • Opened 16 new locations in Q3 2024 • Expect to activate 4 additional locations in Q4 2024 ◦ Acquired LTL division of Dependable Highway Express, Inc. "DHE" which brought 14 southwest locations into our network Operating Performance - Less-Than-Truckload LTL expansion strategy accelerated with acquisition of DHE (Dollars in millions) Revenue xFSC $280.2 $240.0 16.7 % Operating income $24.6 $32.3 (23.9 %) Adjusted Operating Income 1 $29.1 $36.2 (19.5 %) Operating ratio 92.5% 88.6% 390 bps Adjusted Operating Ratio 1 89.6% 84.9% 470 bps LTL Financial Metrics Q3 2024 Q3 2023 Change LTL Operating Statistics Q3 2024 Q3 2023 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation.
7 • Acquired the non-union regional less-than- truckload division (DHE) of Dependable Highway Express, Inc. • Strong Southwest LTL operator with strategically important coverage area • Preserving the DHE brand and connecting to our existing LTL network • System and business integration expected to be completed by November 2024 • The DHE business generated $122M in total operating revenue over the twelve months prior to acquisition with a margin of approximately 10% Less-Than-Truckload - DHE Transportation Acquisition Complements Organic Expansion Unlocking meaningful strategic value by expanding to now serve ~70% of U.S. population ACT and MME Locations Locations Opened in Q3 2024 Planned Q4 2024 DHE Locations Locations Opened in 1H 2024
8 • 94.5% Adjusted Operating Ratio1 during the quarter, 100 bps improvement from Q2 • Pricing discipline leads to stable gross margin • Load count up 5.5% sequentially from Q2 • Revenue per load up 13.6% year over year • Continue to leverage power-only to complement our asset business, build a broader and more diversified freight portfolio Operating Performance - Logistics Executing our disciplined pricing strategy to maintain profitability (Dollars in millions) Revenue ex intersegment $143.6 $158.6 (9.5 %) Operating income $6.7 $10.4 (35.5 %) Adjusted Operating Income 1 $7.8 $10.7 (26.6 %) Operating ratio 95.3% 93.5% 180 bps Adjusted Operating Ratio 1 94.5% 93.3% 120 bps Logistics Financial Metrics Q3 2024 Q3 2023 Change Revenue per load $1,898 $1,671 13.6 % Gross margin 17.8% 18.0% (20 bps) Logistics Operating Statistics Q3 2024 Q3 2023 Change 1 See GAAP to non-GAAP reconciliation in the schedules following this presentation.
9 • Operating ratio improved 310 bps year-over-year • Load count up 7.2% year-over-year as we drive diversity and growth in our customer portfolio • Shifting focus to improving revenue per load through freight selection • Improving network density to eliminate empty container repositioning and improve dray efficiencies Operating Performance - Intermodal Continue pushing toward profitable growth with a disciplined pricing approach into 2025 (Dollars in millions) Revenue ex intersegment $102.7 $101.2 1.4 % Operating (loss) ($1.4) ($4.5) 69.3 % Operating ratio 101.4% 104.5% (310 bps) Intermodal Financial Metrics Q3 2024 Q3 2023 Change Average revenue per load $2,569 $2,714 (5.3 %) Load count 39,968 37,292 7.2 % Average tractors 622 677 (8.1 %) Average containers 12,569 12,669 (0.8 %) Intermodal Operating Statistics Q3 2024 Q3 2023 Change ROUTES TERMINAL
10 • Revenue decline largely as a result of winding down our third-party insurance program at the end of Q1 2024 • Operating profit of $6.2M in Q3 primarily driven by our warehousing and equipment leasing businesses. • Includes $11.7M in quarterly amortization of intangibles related to the 2017 merger with Knight and Swift and certain acquisitions Operating Performance - All Other Segments All other segments profitable after 3rd party insurance exit in 1Q (Dollars in millions) Revenue $68.4 $119.7 (42.8 %) Operating income / (loss) $6.2 ($5.4) 214.6 % All Other Financial Metrics Q3 2024 Q3 2023 Change
11 EPS Guidance Expect Adjusted EPS to be in the range of $0.32 - $0.36 in Q4 and $0.29 - $0.33 in Q1 Truckload •Revenue up slightly sequentially in Q4 and down sequentially low-to-mid single-digit % into Q1 •Operating margins improving modestly sequentially in Q4 and declining modestly sequentially into Q1 •Tractor count down low single-digit % sequentially in Q4 and Q1 Guidance Assumptions Less-than- Truckload •Up high-teens % growth in revenue, excluding fuel surcharge, year-over-year in both Q4 and Q1 ◦ Driven by shipment count growth from our expanding network, the inclusion of DHE, and yield improvement •Adjusted operating ratios in the high 80's as we continue to absorb costs from our network expansion Logistics •Load count sequentially down mid-to-high single-digit % sequentially in Q4 before growing low single-digit % sequentially in Q1 •Approximately break-even operating margins in both Q4 and Q1 •Revenue up high single-digit % sequentially in Q4 and declining high-teens % sequentially in Q1 •Adjusted operating ratios in the mid-90’s in both Q4 and Q1 Intermodal •All Other segments operating income, before including the $11.7M quarterly intangible amortization, approximately break-even in Q4 as some of these services experience their typical seasonal slowdown, and $16M to $21M in Q1 •Equipment gains to be in the range of $5M to $10M per quarter •Net interest expense down modestly sequentially in Q4 and Q1 •Net cash capital expenditures for the full year 2024 expected range of $525M - $575M •Effective tax rate on our adjusted results of approximately 26% to 27% for Q4 2024 and 26% to 28% for the full year 2025 Other Areas
Appendix
13 Adjusted Operating Income and Adjusted Operating Ratio 1 2 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, 2024 2023 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 1,876,676 $ 2,019,936 $ 5,545,797 $ 5,209,847 Total operating expenses (1,795,256) (1,938,880) (5,380,362) (4,889,974) Operating income $ 81,420 $ 81,056 $ 165,435 $ 319,873 Operating ratio 95.7 % 96.0 % 97.0 % 93.9 % Non-GAAP Presentation Total revenue $ 1,876,676 $ 2,019,936 $ 5,545,797 $ 5,209,847 Truckload and LTL fuel surcharge (195,783) (244,687) (610,389) (593,857) Revenue, excluding truckload and LTL fuel surcharge 1,680,893 1,775,249 4,935,408 4,615,990 Total operating expenses 1,795,256 1,938,880 5,380,362 4,889,974 Adjusted for: Truckload and LTL fuel surcharge (195,783) (244,687) (610,389) (593,857) Amortization of intangibles 3 (19,189) (18,907) (56,276) (51,595) Impairments 4 (1,008) — (10,867) — Legal accruals 5 (366) (150) (2,194) (1,150) Transaction fees 6 (602) — (602) (6,868) Other acquisition related expenses 7 — (6,546) — (6,546) Severance expense 8 — (3,699) (7,219) (5,151) Change in fair value of deferred earnout 9 859 859 859 3,359 Adjusted Operating Expenses 1,579,167 1,665,750 4,693,674 4,228,166 Adjusted Operating Income $ 101,726 $ 109,499 $ 241,734 $ 387,824 Adjusted Operating Ratio 93.9 % 93.8 % 95.1 % 91.6 % Non-GAAP Reconciliation
14 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. The reported results do not include the results of operations of the LTL division of DHE prior to its acquisition by Knight-Swift on July 30, 2024 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, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition included within "Rental expense" in the condensed consolidated statements of comprehensive income. 4 "Impairments" reflects the non-cash impairments of building improvements, certain revenue equipment held for sale, leases, and other equipment (within the Truckload segment and All Other Segments). 5 "Legal accruals" are included in "Miscellaneous operating expenses" in the condensed consolidated statements of comprehensive income and reflect the following: • Year-to-date 2024 legal expense reflects the increased estimated exposures for accrued legal matters based on recent settlement agreements. • During the second and third quarters of 2023, legal expense reflects the increased estimated exposure 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. 6 "Transaction fees" reflects certain legal and professional fees associated with the July 1, 2023 and July 30, 2024 acquisitions of U.S. Xpress and DHE, respectively. The transaction fees are included within "Miscellaneous operating expenses" and "Salaries, Wages, and benefits" and with small 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 benefit for the change in fair value of a deferred earnout related to various acquisitions, which is recorded in "Miscellaneous operating expenses". Non-GAAP Reconciliation
15 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, 2024 2023 2024 2023 (Dollars in thousands, except per share data) GAAP: Net income attributable to Knight-Swift $ 30,464 $ 60,194 $ 48,129 $ 227,804 Adjusted for: Income tax expense attributable to Knight-Swift 14,137 (1,220) 22,253 53,474 Income before income taxes attributable to Knight-Swift 44,601 58,974 70,382 281,278 Amortization of intangibles 3 19,189 18,907 56,276 51,595 Impairments 4 1,008 — 10,867 — Legal accruals 5 366 150 2,194 1,150 Transaction fees 6 602 — 602 6,868 Other acquisition related expenses 7 — 6,546 — 6,546 Severance expense 8 — 3,699 7,219 5,151 Change in fair value of deferred earnout 9 (859) (859) (859) (3,359) Loss on investment 10 12,107 — 12,107 — Adjusted income before income taxes 77,014 87,417 158,788 349,229 Provision for income tax expense at effective rate 11 (22,567) (20,255) (45,192) (84,958) Non-GAAP: Adjusted Net Income Attributable to Knight-Swift $ 54,447 $ 67,162 $ 113,596 $ 264,271 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 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments. 11 For the third quarter of 2024, an adjusted effective tax rate of 29.3% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2024, an adjusted effective tax rate of 28.5% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the third quarter and year-to-date of 2023, an effective tax rate of 23.2% and 24.3%, respectively was applied in our Adjusted EPS calculation to exclude the 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
16 Adjusted Net Income Attributable to Knight-Swift and Adjusted EPS 1 2 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, 2024 2023 2024 2023 GAAP: Earnings per diluted share $ 0.19 $ 0.37 $ 0.30 $ 1.41 Adjusted for: Income tax expense attributable to Knight-Swift 0.09 (0.01) 0.14 0.33 Income before income taxes attributable to Knight-Swift 0.27 0.36 0.43 1.74 Amortization of intangibles 3 0.12 0.12 0.35 0.32 Impairments 4 0.01 — 0.07 — Legal accruals 5 — — 0.01 0.01 Transaction fees 6 — — — 0.04 Other acquisition related expenses 7 — 0.04 — 0.04 Severance expense 8 — 0.02 0.04 0.03 Change in fair value of deferred earnout 9 (0.01) (0.01) (0.01) (0.02) Loss on investment 10 0.07 — 0.07 — Adjusted income before income taxes 0.47 0.54 0.98 2.16 Provision for income tax expense at effective rate 11 (0.14) (0.13) (0.28) (0.53) Non-GAAP: Adjusted EPS $ 0.34 $ 0.41 $ 0.70 $ 1.63 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 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 "Loss on investment" reflects the write-off of a minority investment in a transportation-adjacent technology venture which ceased operations in the third quarter of 2024 and is recorded within the All Other Segments. 11 For the third quarter of 2024, an adjusted effective tax rate of 29.3% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the year-to-date period ending September 30, 2024, an adjusted effective tax rate of 28.5% was applied in our Adjusted EPS calculation to exclude certain discrete items. For the third quarter and year-to-date of 2023, an effective tax rate of 23.2% and 24.3%, respectively was applied in our Adjusted EPS calculation to exclude the 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 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, Truckload Segment 2 2024 2023 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 1,258,156 $ 1,380,781 $ 3,785,408 $ 3,346,685 Total operating expenses (1,212,800) (1,332,420) (3,693,422) (3,114,514) Operating income $ 45,356 $ 48,361 $ 91,986 $ 232,171 Operating ratio 96.4 % 96.5 % 97.6 % 93.1 % Non-GAAP Presentation Total revenue $ 1,258,156 $ 1,380,781 $ 3,785,408 $ 3,346,685 Fuel surcharge (150,552) (200,503) (480,643) (469,771) Intersegment transactions (143) (300) (463) (1,583) Revenue, excluding fuel surcharge and intersegment transactions 1,107,461 1,179,978 3,304,302 2,875,331 Total operating expenses 1,212,800 1,332,420 3,693,422 3,114,514 Adjusted for: Fuel surcharge (150,552) (200,503) (480,643) (469,771) Intersegment transactions (143) (300) (463) (1,583) Amortization of intangibles 3 (1,775) (2,605) (5,325) (3,247) Impairments 4 (1,008) — (9,662) — Legal accruals 5 (366) — (336) — Other acquisition related expenses 6 — (6,546) — (6,546) Severance 7 — (2,636) (1,466) (2,636) Adjusted Operating Expenses 1,058,956 1,119,830 3,195,527 2,630,731 Adjusted Operating Income $ 48,505 $ 60,148 $ 108,775 $ 244,600 Adjusted Operating Ratio 95.6 % 94.9 % 96.7 % 91.5 % 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 5 6 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 7. 7 Refer to Non-GAAP Reconciliation (Unaudited): Adjusted Operating Income and Adjusted Operating Ratio – footnote 8. Non-GAAP Reconciliation
18 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, LTL Segment 2 2024 2023 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 325,412 $ 284,168 $ 914,012 $ 806,577 Total operating expenses (300,856) (251,893) (836,120) (717,482) Operating income $ 24,556 $ 32,275 $ 77,892 $ 89,095 Operating ratio 92.5 % 88.6 % 91.5 % 89.0 % Non-GAAP Presentation Total revenue $ 325,412 $ 284,168 $ 914,012 $ 806,577 Fuel surcharge (45,231) (44,184) (129,746) (124,086) Revenue, excluding fuel surcharge 280,181 239,984 784,266 682,491 Total operating expenses 300,856 251,893 836,120 717,482 Adjusted for: Fuel surcharge (45,231) (44,184) (129,746) (124,086) Amortization of intangibles 3 (4,563) (3,920) (12,403) (11,760) Adjusted Operating Expenses 251,062 203,789 693,971 581,636 Adjusted Operating Income $ 29,119 $ 36,195 $ 90,295 $ 100,855 Adjusted Operating Ratio 89.6 % 84.9 % 88.5 % 85.2 % 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 the ACT, MME, and of DHE acquisitions, as well as the non-cash amortization expense related to the fair value of favorable leases assumed in the DHE acquisition. Non-GAAP Reconciliation
19 Quarter Ended September 30, Year-to-Date September 30, Logistics Segment 2024 2023 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 143,581 $ 159,489 $ 402,010 $ 417,715 Total operating expenses (136,897) (149,125) (388,094) (384,965) Operating income $ 6,684 $ 10,364 $ 13,916 $ 32,750 Operating ratio 95.3 % 93.5 % 96.5 % 92.2 % Non-GAAP Presentation Total revenue $ 143,581 $ 159,489 $ 402,010 $ 417,715 Intersegment transactions — (888) — (4,555) Revenue, excluding intersegment transactions 143,581 158,601 402,010 413,160 Total operating expenses 136,897 149,125 388,094 384,965 Adjusted for: Intersegment transactions — (888) — (4,555) Amortization of intangibles 2 (1,164) (335) (3,492) (1,003) Adjusted Operating Expenses 135,733 147,902 384,602 379,407 Adjusted Operating Income $ 7,848 $ 10,699 $ 17,408 $ 33,753 Adjusted Operating Ratio 94.5 % 93.3 % 95.7 % 91.8 % 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 U.S. Xpress and UTXL acquisitions. Non-GAAP Reconciliation
20 Segment Adjusted Operating Income and Adjusted Operating Ratio 1 (Unaudited) Quarter Ended September 30, Year-to-Date September 30, Intermodal Segment 2024 2023 2024 2023 GAAP Presentation (Dollars in thousands) Total revenue $ 102,679 $ 101,219 $ 288,192 $ 316,118 Total operating expenses (104,066) (105,743) (296,204) (322,172) Operating loss $ (1,387) $ (4,524) $ (8,012) $ (6,054) Operating ratio 101.4 % 104.5 % 102.8 % 101.9 % 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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