|
|
Notes to Consolidated Financial Statements (Unaudited)
|
Note 1 — Introduction and Basis of Presentation
Certain acronyms and terms used throughout this Quarterly Report on Form 10-Q are specific to our company, commonly used in our industry, or are otherwise frequently used throughout our document. Definitions for these acronyms and terms are provided in the "Glossary of Terms," available in the front of this document.
Description of Business
Swift is a transportation solutions provider, headquartered in Phoenix, Arizona. As of
March 31, 2016
, the Company's fleet of revenue equipment included
19,858
tractors (comprised of
14,986
company tractors and
4,872
owner-operator tractors),
63,891
trailers and
9,150
intermodal containers. The Company’s
four
reportable segments are Truckload, Dedicated, Swift Refrigerated and Intermodal.
Seasonality
In the truckload industry, results of operations generally show a seasonal pattern. As customers ramp up for the year-end holiday season, the late third quarter and the fourth quarter have historically been the Company's strongest volume periods. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter than the other three quarters. In recent years, the macro consumer buying patterns combined with shippers’ supply chain management, which historically contributed to the fourth quarter "peak" season, continued to evolve. As a result, the Company's fourth quarter 2015, 2014 and 2013 volumes were more evenly disbursed throughout the quarter rather than peaking early in the quarter. In the eastern and mid-western United States, and to a lesser extent in the western United States, the Company's equipment utilization typically declines and operating expenses generally increase during the winter season, as fuel efficiency declines from engine idling and severe weather tends to increase accident frequency, claims, and equipment repairs. The Company's revenue is directly related to shippers' available working days. As such, curtailed operations and vacation shutdowns around the holidays may affect the Company's revenue. From time to time, the Company also suffers short-term impacts from severe weather and similar events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions that could add volatility to, or harm, the Company's results of operations.
Basis of Presentation
The consolidated financial statements and footnotes included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2015
. The consolidated financial statements include the accounts of Swift Transportation Company and its wholly-owned subsidiaries. In management's opinion, these consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary for the fair presentation of the periods presented.
Change in Presentation
In April 2015, FASB issued
ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs
, which amended ASC Subtopic 835-30,
Interest – Imputation of Interest.
The amendments in this ASU simplify the presentation of debt issuance costs and align the presentation with debt discounts. Entities are required to present debt issuance costs within liabilities as a direct deduction from the face amount of the related debt, rather than as a deferred charge within assets.
In August 2015, FASB issued
ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements – Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)
, which also amended ASC Subtopic 835-30,
Interest – Imputation of Interest
. The SEC determined that ASU 2015-03 (discussed above) did not address costs related to line-of-credit arrangements. The amendments in ASU 2015-15 clarify that entities may defer and present debt issuance costs as an asset, and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
The amendments in these ASUs require
retrospective application, with related disclosures for a change in accounting principle. For public business entities, the amendments in these ASUs are effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years, with early adoption permitted.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
The Company adopted this guidance during the three months ended March 31, 2016. Accordingly, debt issuance costs, except for those associated with the Company’s New Revolver, are presented as direct deductions from the face amount of the related debt. The Company retrospectively adjusted the December 31, 2015 consolidated balance sheet to align with the current period presentation, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
Financial Statement Caption
|
|
Unadjusted Consolidated Balance Sheet
|
|
Reclassification Adjustments
|
|
Adjusted Consolidated Balance Sheet
|
ASSETS:
|
|
|
|
|
|
|
Other assets
|
|
$
|
29,353
|
|
|
$
|
(2,768
|
)
|
|
$
|
26,585
|
|
LIABILITIES:
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
35,582
|
|
|
$
|
(68
|
)
|
|
$
|
35,514
|
|
Long-term debt, less current portion
|
|
645,290
|
|
|
(1,627
|
)
|
|
643,663
|
|
Accounts receivable securitization
|
|
225,000
|
|
|
(1,073
|
)
|
|
223,927
|
|
Note 2 — Recently Issued Accounting Pronouncements
The following table presents accounting pronouncements recently issued by FASB, but not yet adopted by the Company.
|
|
|
|
|
|
|
|
|
|
Date Issued
|
|
Reference
|
|
Description
|
|
Expected Adoption Date and Method
|
|
Financial Statement Impact
|
April 2016
|
|
2016-10:
Revenue from Contracts with Customers
(Topic 606) –
Identifying Performance Obligations and Licensing
|
|
The amendments in this ASU clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments do not change the core principle of the guidance.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation; not yet quantifiable.
|
March 2016
|
|
2016-08:
Revenue from Contracts with Customers
(Topic 606) –
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
|
|
The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations, but do not change the core principle of the guidance.
|
|
January 2018, Modified retrospective
|
|
Currently under evaluation; not yet quantifiable.
|
March 2016
|
|
2016-09:
Compensation
–
Stock Compensation
(Topic 718) –
Improvements to Employee Share-based Payment Accounting
|
|
The amendments in this ASU are intended to simplify various aspects of accounting for stock-based compensation, including income tax consequences, classification of awards as equity or liability, as well as classification of activities within the statement of cash flows.
|
|
January 2017, Adoption method varies by amendment
|
|
Currently under evaluation; not yet quantifiable.
|
February 2016
|
|
2016-02:
Leases
(Topic 842)
|
|
The new standard requires lessees to recognize assets and liabilities arising from both operating and financing leases on the balance sheet. Lessor accounting for leases is largely unaffected by the new guidance.
|
|
January 2019, Modified retrospective
|
|
Currently under evaluation; not yet quantifiable.
|
January 2016
|
|
2016-01:
Financial Instruments
–
Overall
(Subtopic 825-10) –
Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
The amendments in this ASU address various aspects of recognition, measurement, presentation, and disclosure of financial instruments. They additionally establish ASC Topic 321 – Investments – Equity Securities, which applies to investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies.
|
|
January 2018, Modified retrospective
|
|
Not expected to be material.
|
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 3 — Restricted Investments
The following table presents the cost or amortized cost, gross unrealized gains and temporary losses, and estimated fair value of the Company’s restricted investments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
|
|
Gross Unrealized
|
|
|
|
Cost or Amortized
Cost
|
|
Gains
|
|
Temporary
Losses
|
|
Estimated Fair Value
|
United States corporate securities
|
$
|
16,867
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
$
|
16,872
|
|
Municipal bonds
|
4,879
|
|
|
—
|
|
|
(1
|
)
|
|
4,878
|
|
Negotiable certificate of deposits
|
1,425
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
Restricted investments, held to maturity
|
$
|
23,171
|
|
|
$
|
8
|
|
|
$
|
(4
|
)
|
|
$
|
23,175
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
Gross Unrealized
|
|
|
|
Cost or Amortized
Cost
|
|
Gains
|
|
Temporary
Losses
|
|
Estimated Fair Value
|
United States corporate securities
|
$
|
16,686
|
|
|
$
|
2
|
|
|
$
|
(27
|
)
|
|
$
|
16,661
|
|
Municipal Bonds
|
4,904
|
|
|
1
|
|
|
(1
|
)
|
|
4,904
|
|
Negotiable certificate of deposits
|
1,625
|
|
|
—
|
|
|
—
|
|
|
1,625
|
|
Restricted investments, held to maturity
|
$
|
23,215
|
|
|
$
|
3
|
|
|
$
|
(28
|
)
|
|
$
|
23,190
|
|
Refer to Note 14 for additional information regarding fair value measurements of restricted investments.
As of
March 31, 2016
, the contractual maturities of the restricted investments were
one year
or less. There were
33 securities
and
36 securities
that were in an unrealized loss position for less than
twelve months
as of
March 31, 2016
and
December 31, 2015
, respectively. The Company did not recognize any impairment losses for the
three months ended
March 31, 2016
or
2015
.
Note 4 — Goodwill and Other Intangible Assets
There were
no
goodwill impairments recorded during the
three months ended
March 31, 2016
or
2015
. Intangible asset balances were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
March 31,
2016
|
|
December 31,
2015
|
Customer Relationships:
|
|
|
|
Gross carrying value
|
$
|
275,324
|
|
|
$
|
275,324
|
|
Accumulated amortization
|
(177,446
|
)
|
|
(173,242
|
)
|
Customer relationships, net
|
97,878
|
|
|
102,082
|
|
Trade Name:
|
|
|
|
Gross carrying value
|
181,037
|
|
|
181,037
|
|
Intangible assets, net
|
$
|
278,915
|
|
|
$
|
283,119
|
|
The following table presents amortization of intangible assets related to the 2007 Transactions and intangible assets existing prior to the 2007 Transactions (in thousands):
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2016
|
|
2015
|
Amortization of intangible assets related to the 2007 Transactions
|
$
|
3,912
|
|
|
$
|
3,912
|
|
Amortization related to intangible assets existing prior to the 2007 Transactions
|
292
|
|
|
292
|
|
Amortization of intangibles
|
$
|
4,204
|
|
|
$
|
4,204
|
|
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 5 — Accounts Receivable Securitization
On December 10, 2015, SRCII, a wholly-owned subsidiary of the Company, entered into the 2015 RSA, which further amends the 2013 RSA. The parties to the 2015 RSA include SRCII as the seller, Swift Transportation Services, LLC as the servicer, the various conduit purchasers, the various related committed purchasers, the various purchaser agents, the various letters of credit participants, and PNC Bank, National Association as the issuing bank of letters of credit and as administrator. Pursuant to the 2015 RSA, the Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII. In turn, SRCII sells a variable percentage ownership interest in the eligible accounts receivable to the various purchasers. The facility qualifies for treatment as a secured borrowing under ASC Topic 860,
Transfers and Servicing.
As such, outstanding amounts are classified as liabilities on the Company’s consolidated balance sheets.
As of
March 31, 2016
and
December 31, 2015
, interest accrued on the aggregate principal balance at a rate of
1.0%
. Program fees and unused commitment fees are recorded in interest expense in the Company's consolidated income statements. The Company incurred program fees of
$0.9 million
related to the 2015 RSA during the three months ended
March 31, 2016
, and
$1.0 million
related to the 2013 RSA, during the three months ended
March 31, 2015
.
The 2015 RSA is subject to customary fees and contains various customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Collections on the underlying receivables by the Company are held for the benefit of SRCII and the Purchasers in the facility and are unavailable to satisfy claims of the Company and its subsidiaries.
Note 6 — Debt and Financing
Other than the Company’s accounts receivable securitization, as discussed in Note 5, and its outstanding capital lease obligations as discussed in Note 7, the Company's long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
March 31,
2016
|
|
December 31,
2015
|
2015 Agreement: New Term Loan A, due July 2020, net of $1,063 and $1,695 DLC as of March 31, 2016 and December 31, 2015, respectively
|
$
|
638,687
|
|
|
$
|
668,055
|
|
Other
|
8,476
|
|
|
11,122
|
|
Long-term debt
|
647,163
|
|
|
679,177
|
|
Less: current portion of long-term debt, net of $3 and $68 DLC as of March 31, 2016 and December 31, 2015, respectively
|
(15,543
|
)
|
|
(35,514
|
)
|
Long-term debt, less current portion
|
$
|
631,620
|
|
|
$
|
643,663
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2016
|
|
December 31,
2015
|
Long-term debt
|
$
|
647,163
|
|
|
$
|
679,177
|
|
Revolving line of credit
(1)
|
200,000
|
|
|
200,000
|
|
Long-term debt, including revolving line of credit
|
$
|
847,163
|
|
|
$
|
879,177
|
|
____________
|
|
(1)
|
The Company had outstanding letters of credit, primarily related to workers' compensation and self-insurance liabilities of
$101.0 million
and
$95.0 million
under the New Revolver at
March 31, 2016
and
December 31, 2015
, respectively.
|
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Credit Agreement
On July 27, 2015, the Company entered into the 2015 Agreement, which replaced the 2014 Agreement, including the
$450.0 million
Old Revolver (
zero
outstanding at closing),
$500.0 million
Old Term Loan A (
$485.0 million
outstanding at closing), and
$400.0 million
Term Loan B (
$395.0 million
outstanding at closing). The 2015 Agreement includes a New Revolver and a New Term Loan A. Upon closing, the
$680.0 million
in proceeds from the New Term Loan A, a
$200.0 million
draw on the New Revolver and
$4.9 million
cash on hand were used to pay off the then-outstanding balances of the Old Term Loan A and Term Loan B, including accrued interest and fees under the 2014 Agreement, as well as certain transactional fees associated with the 2015 Agreement.
The following table presents the key terms of the 2015 Agreement (dollars in thousands):
|
|
|
|
|
|
Description
|
|
New Term Loan A
|
|
New Revolver
(2)
|
Maximum borrowing capacity
|
|
$680,000
|
|
$600,000
|
Final maturity date
|
|
July 27, 2020
|
|
July 27, 2020
|
Interest rate base
|
|
LIBOR
|
|
LIBOR
|
LIBOR floor
|
|
—%
|
|
—%
|
Interest rate minimum margin
(1)
|
|
1.50%
|
|
1.50%
|
Interest rate maximum margin
(1)
|
|
2.25%
|
|
2.25%
|
Minimum principal payment — amount
(3)
|
|
$6,625
|
|
$—
|
Minimum principal payment — frequency
|
|
Quarterly
|
|
Once
|
Minimum principal payment — commencement date
(3)
|
|
December 31,
2015
|
|
July 27,
2020
|
____________
|
|
(1)
|
The interest rate margin for the New Term Loan A and New Revolver is based on the Company's consolidated leverage ratio. As of
March 31, 2016
, interest accrued at
1.93%
on the New Term Loan A and
1.94%
on the New Revolver. As of December 31, 2015, interest accrued at
2.12%
on the New Term Loan A and
2.08%
on the New Revolver.
|
|
|
(2)
|
The commitment fee for the unused portion of the New Revolver is based on the Company's consolidated leverage ratio, and ranges from
0.25%
to
0.35%
. As of
March 31, 2016
, commitment fees on the unused portion of the New Revolver accrued at
0.25%
and outstanding letter of credit fees accrued at
1.50%
. As of December 31, 2015, commitment fees on the unused portion of the New Revolver accrued at
0.25%
and outstanding letter of credit fees accrued at
1.75%
.
|
|
|
(3)
|
Commencing in March 2017, the minimum quarterly payment amount on the New Term Loan A is
$12.3 million
, at which it remains until final maturity.
|
The New Revolver and New Term Loan A of the 2015 Agreement contain certain financial covenants with respect to a maximum leverage ratio and a minimum consolidated interest coverage ratio. The 2015 Agreement provides flexibility regarding the use of proceeds from asset sales, payment of dividends, stock buybacks, and equipment financing. In addition to the financial covenants, the 2015 Agreement includes customary events of default, including a change in control default and certain affirmative and negative covenants, including, but not limited to, restrictions, subject to certain exceptions, on incremental indebtedness, asset sales, certain restricted payments (including dividends and stock repurchases), certain incremental investments or advances, transactions with affiliates, engaging in additional business activities, and prepayments of certain other indebtedness.
Borrowings under the 2015 Agreement are secured by substantially all of the assets of the Company and are guaranteed by Swift Transportation Company, IEL, Swift Refrigerated and its subsidiaries, Swift Transportation Co., LLC and its domestic subsidiaries other than its captive insurance subsidiaries, driver academy subsidiary, and its bankruptcy-remote special purpose subsidiary.
Deferred Loan Costs
DLCs related to the New Revolver, reported in "Other assets" in the Company's consolidated balance sheets, were
$1.9 million
and
$1.5 million
as of
March 31, 2016
and
December 31, 2015
, respectively. As discussed in Note 1, DLCs related to the Company's Term Loan A and accounts receivable securitization are now netted against the face amount of the debt, pursuant to the amendments in ASU 2015-03.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
The Company finances a portion of its revenue equipment under capital and operating leases and certain terminals under operating leases.
Capital Leases (as Lessee)—
The Company’s capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. If the Company does not receive proceeds of the contracted residual value from the manufacturer, the Company is still obligated to make the balloon payment at the end of the lease term. Certain leases contain renewal or fixed price purchase options. The present value of obligations under capital leases is included under "Current portion of capital lease obligations" and "Capital lease obligations, less current portion" in the consolidated balance sheets. As of
March 31, 2016
, the leases were collateralized by revenue equipment with a cost of
$328.2 million
and accumulated amortization of
$80.9 million
. As of
December 31, 2015
, the leases were collateralized by revenue equipment with a cost of
$357.8 million
and accumulated amortization of
$90.1 million
. Amortization of the equipment under capital leases is included in "Depreciation and amortization of property and equipment" in the Company’s consolidated income statements.
Operating Leases (as Lessee)—
Rent expense related to operating leases was
$56.3 million
for the
three months ended
March 31, 2016
and
$62.0 million
for the
three months ended
March 31, 2015
.
Note 8 — Purchase Commitments
As of
March 31, 2016
, the Company had commitments outstanding to acquire revenue equipment for the remainder of
2016
of approximately
$550.5 million
(
$395.4 million
of which were tractor commitments), in
2017
for approximately
$204.7 million
(
$190.9 million
of which were tractor commitments) and
no
purchase commitments for revenue equipment thereafter. The Company has the option to cancel tractor purchase orders with
60
to
90
days' notice prior to the scheduled production, although the notice period has lapsed for
30.1%
of the tractor commitments outstanding as of
March 31, 2016
. These purchases are expected to be financed by the combination of operating leases, capital leases, debt, proceeds from sales of existing equipment, and cash flows from operations.
As of
March 31, 2016
, the Company had outstanding purchase commitments of approximately
$13.1 million
for non-revenue equipment and
no
purchase commitments for facilities. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures.
Note 9 — Contingencies and Legal Proceedings
The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers' compensation, auto collision and liability, and physical damage and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold.
For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.
Arizona Owner-operator Class Action Litigation
On
January 30, 2004
, a class action lawsuit was filed by
Leonel Garza
on behalf of himself and all similarly-situated persons against Swift Transportation: Garza v.
Swift Transportation Co., Inc
., Case No. CV7-472 (the "Garza Complaint"). The putative class originally involved certain owner-operators who contracted with the Company under a 2001 Contractor Agreement that was in place for one year. The putative class is
alleging that the Company should have reimbursed owner-operators for actual miles driven rather than the contracted and industry standard remuneration based upon dispatched miles.
The trial court denied plaintiff’s petition for class certification. The plaintiff appealed and on August 6, 2008, the Arizona Court of Appeals issued an unpublished Memorandum Decision reversing the trial court’s denial of class certification and remanding the case back to the trial court. On November 14,
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
2008, the Company filed a petition for review to the Arizona Supreme Court regarding the issue of class certification as a consequence of the denial of the Motion for Reconsideration by the Court of Appeals. On March 17, 2009, the Arizona Supreme Court granted the Company’s petition for review, and on July 31, 2009, the Arizona Supreme Court vacated the decision of the Court of Appeals, opining that the Court of Appeals lacked automatic appellate jurisdiction to reverse the trial court’s original denial of class certification and remanded the matter back to the trial court for further evaluation and determination. Thereafter, the plaintiff renewed the motion for class certification and expanded it to include all persons who were employed by Swift as employee drivers or who contracted with Swift as owner-operators on or after January 30, 1998, in each case who were compensated by reference to miles driven. On November 4, 2010, the Maricopa County trial court entered an order certifying a class of owner-operators and expanding the class to include employees. Upon certification, the Company filed a motion to compel arbitration, as well as filing numerous motions in the trial court urging dismissal on several other grounds including, but not limited to the lack of an employee as a class representative, and because the named owner-operator class representative only contracted with the Company for a three-month period under a one-year contract that no longer exists. In addition to these trial court motions, the Company also filed a petition for special action with the Arizona Court of Appeals, arguing that the trial court erred in certifying the class because the trial court relied upon the Court of Appeals ruling that was previously overturned by the Arizona Supreme Court. On April 7, 2011, the Arizona Court of Appeals declined jurisdiction to hear this petition for special action and the Company filed a petition for review to the Arizona Supreme Court. On August 31, 2011, the Arizona Supreme Court declined to review the decision of the Arizona Court of Appeals. In April 2012, the trial court issued the following rulings with respect to certain motions filed by Swift: (1) denied Swift’s motion to compel arbitration; (2) denied Swift’s request to decertify the class; (3) granted Swift’s motion that there is no breach of contract; and (4) granted Swift’s motion to limit class size based on statute of limitations. On November 13, 2014, the court denied plaintiff's motion to add new class representatives for the employee class and therefore the employee class remains without a plaintiff class representative. On March 18, 2015, the court denied Swift's two motions for summary judgment (1) to dismiss any claims related to the employee class since there is no class representative; and (2) to dismiss plaintiff's claim of breach of a duty of good faith and fair dealing. On July 14, 2015, the court granted Swift's motion to decertify the entire class. On December 23, 2015, Plaintiff filed a Petition for Special Action with the Arizona Court of Appeals. That petition has been fully briefed and argued, and a decision is pending.
Ninth Circuit Owner-operator Misclassification Class Action Litigation
On
December 22, 2009
, a class action lawsuit was filed against Swift Transportation and IEL:
Virginia VanDusen, John Doe 1 and Joseph Sheer
, individually and on behalf of all other similarly-situated persons v.
Swift Transportation Co., Inc., Interstate Equipment Leasing, Inc., Jerry Moyes, and Chad Killebrew
, Case No. 9-CIV-10376 filed in the United States District Court for the Southern District of New York (the "Sheer Complaint"). The putative class involves
owner-operators alleging that Swift Transportation misclassified owner-operators as independent contractors in violation of the federal Fair Labor Standards Act ("FLSA"), and various New York and California state laws and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL.
At present, in addition to the named plaintiffs, approximately
450
other current or former owner-operators have joined this lawsuit. Upon Swift’s motion, the matter was transferred from the United States District Court for the Southern District of New York to the United States District Court in Arizona. On May 10, 2010, the plaintiffs filed a motion to conditionally certify an FLSA collective action and authorize notice to the potential class members. On September 23, 2010, plaintiffs filed a motion for a preliminary injunction seeking to enjoin Swift and IEL from collecting payments from plaintiffs who are in default under their lease agreements and related relief. On September 30, 2010, the district court granted Swift’s motion to compel arbitration and ordered that the class action be stayed, pending the outcome of arbitration. The district court further denied plaintiff’s motion for preliminary injunction and motion for conditional class certification. The district court also denied plaintiff’s request to arbitrate the matter as a class.
The plaintiff filed a petition for a writ of mandamus to the Ninth Circuit Court of Appeals asking that the district court’s September 30, 2010 order be vacated. On July 27, 2011, the Ninth Circuit Court of Appeals denied the plaintiff’s petition for writ of mandamus and thereafter the district court denied plaintiff’s motion for reconsideration and certified its September 30, 2010 order. The plaintiffs filed an interlocutory appeal to the Ninth Circuit Court of Appeals to overturn the district court’s September 30, 2010 order to compel arbitration, alleging that the agreement to arbitrate is exempt from arbitration under Section 1 of the Federal Arbitration Act ("FAA") because the class of plaintiffs allegedly consists of employees exempt from arbitration agreements. On November 6, 2013, the Ninth Circuit Court of Appeals reversed and remanded, stating its prior published decision, "expressly held that a district court must determine whether an agreement for arbitration is exempt from arbitration under Section 1 of the FAA as a threshold matter." As a consequence of this determination by the Ninth Circuit Court of Appeals being different from a decision of the Eighth Circuit Court of Appeals on a similar issue, on February 4, 2014, the Company filed a petition for writ of certiorari to the United States Supreme Court to address whether the district court or arbitrator should determine whether the contract is an employment contract exempt from Section 1 of the Federal Arbitration Act. On June 16, 2014, the United States Supreme Court denied the Company’s petition for writ of certiorari.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
The matter remains pending in the district court and dispositive motion briefing will be completed in August 2016. The Company also filed a writ of mandamus and appeal from the district court's order that effectively denied the Company's motion to compel arbitration. The Ninth Circuit held oral argument on November 16, 2015 and the parties await a decision from the Court. The Company intends to vigorously defend against any proceedings. The final disposition of this case and the impact of such final disposition cannot be determined at this time.
California Wage, Meal and Rest Driver Class Actions
On
March 22, 2010
, a class action lawsuit was filed by
John Burnell
, individually and on behalf of all other similarly-situated persons against
Swift Transportation
:
John Burnell
and all others similarly-situated v. Swift Transportation Co., Inc., filed in the Superior Court of California, County of San Bernardino (the "Burnell Complaint"). On September 3, 2010, upon motion by Swift, the matter was removed to the United States District Court for the Central District of California (the "California Court"), Case No. EDCV10-809-VAP. The putative class includes drivers who worked for Swift during the four years preceding the date of filing
alleges that Swift failed to pay the California minimum wage, failed to provide proper meal and rest periods and failed to timely pay wages upon separation from employment.
On April 9, 2013, the Company filed a motion for judgment on the pleadings, requesting dismissal of plaintiff's claims related to alleged meal and rest break violations under the California Labor Code alleging that such claims are preempted by the Federal Aviation Administration Authorization Act.
On
April 5, 2012
, the Company was served with an additional class action complaint,
alleging facts similar to those as set forth in the Burnell Complaint:
James R. Rudsell
, on behalf of himself and all others similarly-situated v.
Swift Transportation Co. of Arizona, LLC and Swift Transportation Company
, in the Superior Court of California, County of San Bernardino (the "Rudsell Complaint"). On May 3, 2012, upon motion by Swift, the matter was removed to the California Court, Case No. EDCV12-00692-VAP. The Rudsell Complaint was stayed on April 29, 2013, pending a resolution of the Burnell Complaint.
On
September 25, 2014
, a class action lawsuit was filed by
Lawrence Peck
on behalf of himself and all other similarly-situated persons against Swift Transportation: Peck v.
Swift Transportation Co. of Arizona, LLC
in the Superior Court of California, County of Riverside (the "Peck Complaint"). The putative class, which includes current and former non-exempt employee truck drivers who performed services in California within the four-year statutory period,
alleges that Swift failed to pay for all hours worked (specifically that pay-per-mile fails to compensate drivers for non-driving related services), failed to pay overtime, failed to properly reimburse work-related expenses, failed to timely pay wages and failed to provide accurate wage statements.
On October 24, 2014, upon motion by Swift, the matter was removed to the California Court, Case No. 14-CV-02206-VAP. The Peck Complaint was stayed on April 6, 2015, pending a resolution of the earlier filed cases.
On
February 27, 2015
,
Sadashiv Mares
filed a complaint
alleging five Causes of Action arising under California state law on behalf of himself and a putative class
against
Swift Transportation Co. of Arizona, LLC
in the Superior Court of California, County of Alameda (the "Mares Complaint"). On July 13, 2015, upon motion by Swift, the matter was removed to the United States District Court for the Northern District of California, Case No. 2:15-CV-03253-JSW. Upon the Parties stipulation, on October 17, 2015, the case was transferred to the California Court, Case No. 2:15-CV-07920-VAP. The Mares Complaint was stayed on February 24, 2016, pending a resolution of the earlier filed cases.
On or about
April 15, 2015
, a complaint was filed in the Superior Court of California, County of San Bernardino:
Rafael McKinsty et al.
v.
Swift Transportation Co. of Arizona, LLC, et al.
, (the "McKinsty Complaint"). The McKinsty Complaint, a purported class action,
alleges violation of California rest break laws and is similar to the Burnell, Rudsell, Peck and Mares Complaints.
On July 2, 2015, upon motion by Swift, the matter was removed to the California Court, Case No. 15-CV-1317-VAP. The McKinsty Complaint was stayed on August 19, 2015, pending a resolution of the earlier filed cases.
On
October 15, 2015
, a class action lawsuit was filed in the Superior Court of California, County of Riverside:
Thor Nilsen
v.
Swift Transportation Co. of Arizona, LLC
(the "Nilsen Complaint"). The Nilsen Complaint
alleges violations of California law similar to the Burnell, Rudsell, Peck, Mares, and McKinsty Complaints.
On December 9, 2015, upon motion by Swift, the matter was removed to the California Court, Case No. 15-CV-02504-VAP. The Nilsen Complaint was stayed January 29, 2016, pending resolution of the earlier filed cases.
The issue of class certification must first be resolved before the California Court will address the merits of these cases, and the Company retains all of its defenses against liability and damages, pending a determination of class certification. Class certification briefing is now complete and a class certification hearing was scheduled for April 25, 2016. The class certification hearing was held as scheduled and the parties now await a final ruling from the California Court. The final disposition of these cases as well as the impact of such final dispositions of these cases cannot be determined at this time.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
California Wage, Meal and Rest Maintenance & Service Employees Class Action
On
January 28, 2016
, a class action lawsuit was filed by
Grant Fritsch
, individually and on behalf of all other similarly-situated persons against
Swift Transportation Services, LLC and Swift Transportation Company
in the Superior Court of California, County of San Bernardino (the "Fritsch Complaint"). Mr. Fritsch worked for Swift as a yard hostler and he purports to represent a class of “all non-exempt maintenance and service employees” of Swift Transportation Services, LLC and/or Swift Transportation Company. The Fritsch Complaint
alleges that Swift failed to pay overtime and doubletime wages required by California law, failed to provide proper meal and rest periods, failed to provide accurate itemized wage statements, and failed to timely pay wages upon separation from employment. The Complaint also includes a claim under the Private Attorneys General Act.
The Company is evaluating its options and will be preparing a Responsive pleading shortly. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.
Arizona Fair Labor Standards Act Class Action Litigation
On
December 29, 2015
, a class action lawsuit was filed by
Pamela Julian
, individually and on behalf of all other similarly-situated persons against
Swift Transportation, Inc., et al.
in the United States District Court for the District of Delaware, Case No. 1:15-CV-01212-UNA (the "Julian Compliant"). The Julian Complaint
alleges that Swift violated the FLSA by failing to pay its trainee drivers minimum wage for all work performed and by failing to pay overtime.
On February 29, 2016, upon Stipulation of the Parties, the court transferred the case to the United States District Court for the District of Arizona, Case No. 2:16-CV-00576-ROS. On March 9, 2016, Swift filed a Motion to dismiss plaintiffs' overtime claims. That Motion is currently pending before the court. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.
Washington Overtime Class Actions
On
September 9, 2011
, a class action lawsuit was filed by
Troy Slack
and several other drivers on behalf of themselves, and all similarly-situated persons, against Swift Transportation:
Troy Slack, et al
. v.
Swift Transportation Co. of Arizona, LLC and Swift Transportation Corporation
in the State Court of Washington, Pierce County (the "Slack Complaint"). The Slack Complaint was removed to federal court on October 12, 2011, case number 11-2-114380. The putative class includes all current and former Washington state-based employee drivers during the three-year statutory period prior to the filing of the lawsuit, and through the present, and
alleges that they were not paid minimum wage and overtime in accordance with Washington state law and that they suffered unlawful deductions from wages.
On November 23, 2013, the court entered an order on plaintiffs' motion to certify the class. The court only certified the class as it pertains to "dedicated" drivers and did not certify any other class, including any class related to over-the-road drivers. On September 2, 2015, new counsel was appointed for Plaintiffs and on November 16, 2015, new legal counsel was substituted for the Company. As a result of the substitution of counsel for both parties, the court has extended all existing dates by ten months. On April 1, 2016, the Court entered an Order Approving the Plaintiffs' proposed class notice. The matter is now in discovery. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.
On
January 14, 2016
, a class action lawsuit was filed by
Julie Hedglin
, individually and on behalf of all others similarly situated against
Swift Transportation Co. of Arizona, LLC
in the State Court of Washington, Pierce County (the “Hedglin Complaint”). The Hedglin Complaint was removed to federal court on February 18, 2016, 3:16-CV-05127-RJB. The putative class includes all current and former Washington heavy haul drivers and
alleges the class was not paid for meal and rest periods, overtime, was not paid all wages due at established pay periods, and was not provided accurate wage statements.
The matter is in its initial phases and is expected to move into discovery. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.
Indiana Fair Credit Reporting Act Class Action Litigation
On
March 18, 2015
, a class action lawsuit was filed by
Melvin Banks
, individually and on behalf of all other similarly-situated persons against
Central Refrigerated Service, Inc.
in the United States District Court for the Northern District of Indiana, Case No. 2:15-CV-00105. The complaint
alleges that Central Refrigerated Service, Inc. violated the Fair Credit Reporting Act by failing to provide job applicants with adverse action notices and copies of their consumer reports and statements of rights.
At this time, the size of the potential class is unknown. Initial discovery regarding the potential class has begun and the Company has sought to transfer the case from Indiana to Utah. The Company retains all of its defenses against liability and damages. The Company intends to vigorously defend against the merits of these claims and to challenge certification. The final disposition of this case and the impact of such final disposition of this case cannot be determined at this time.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Utah Collective and Individual Arbitration
On
June 1, 2012
,
Gabriel Cilluffo, Kevin Shire and Bryan Ratterree
filed a putative class and collective action lawsuit against
Central Refrigerated Service, Inc., Central Leasing, Inc., Jon Isaacson, and Jerry Moyes
(collectively referred to herein as the "Central Parties"), Case No. ED CV 12-00886 in the United States District Court for the Central District of California. Through this action, the plaintiffs
alleged that the Central Parties misclassified owner-operator drivers as independent contractors and were therefore liable to these drivers for minimum wages and other employee benefits under the FLSA. The complaint also alleged a federal forced labor claim under 18 U.S.C. § 1589 and 1595, as well as fraud and other state-law claims.
Pursuant to the plaintiffs' owner-operator agreements, the district court issued an Order compelling arbitration and directed that the plaintiffs' causes of action under the FLSA should proceed to collective arbitration, while their forced labor, fraud and state law claims would proceed as separate individual arbitrations. A collective arbitration was subsequently initiated with the American Arbitration Association ("AAA"). Notice of the collective arbitration was sent to more than
3,000
owner-operators who worked for Central Refrigerated Service, Inc. and leased a vehicle from Central Leasing, Inc. on or after June 1, 2009. The parties are currently conducting discovery. No trial date has been set by the arbitrator.
In addition to the collective arbitration that is pending before the AAA, the
three
named plaintiffs, along with approximately
400
other owner-operators, have initiated a series of individual, bilateral proceedings against the Central Parties with the AAA. Discovery is commencing in these individual cases, which are pending before approximately
30
separate arbitrators. Actual trial dates have not yet been set by the arbitrators, but the trials are expected to commence in the fourth quarter of 2016.
Upon the acquisition of Central Refrigerated Service, Inc. by Swift Transportation Company, the plaintiffs in both the collective and individual actions were allowed to amend their complaints in June 2015 to include Swift Transportation Company as a defendant. The Company and the Central Parties intend to vigorously defend against the merits of plaintiffs' claims in both the collective and individual arbitration proceedings. The final disposition of this case and the impact cannot be determined at this time.
California Class and Collective Action for Pre-employment Physical Testing
On
October 6, 2014
Robin Anderson
filed a putative class and collective action against
Central Refrigerated Service, Inc.
Case No. 5:14-CV 02062 in the United States District Court for the Central District of California (the "Anderson Complaint"). In this action, plaintiff
alleges that pre-employment tests of physical strength administered by a third party on behalf of Central Refrigerated Service, Inc. had an unlawfully discriminatory impact on female applicants and applicants over the age of 40.
The suit seeks damages under Title VII of the Civil Rights Act of 1964, the Age Discrimination Act, and parallel California state law provisions, including the California Fair Employment and Housing Act.
Upon the acquisition of Central Refrigerated Service, Inc. by Swift Transportation Company, Plaintiff was allowed to amend her complaint in October 2015 to include
Swift Transportation Company
and
Workwell Systems, Inc.
as additional defendants. Workwell Systems, Inc. is the company that provided the physical testing service used by Central Refrigerated Service, Inc. The litigation is still at a very preliminary stage and plaintiff has not yet effected service on the newly added defendants. Discovery has not yet commenced in the case and no trial date has been set. There is not currently any information available regarding the number of potential members of the putative class or collective actions.
Central Refrigerated Service, Inc. and Swift intend to vigorously defend against the merits of plaintiff’s claims. The final disposition of this case and the impact cannot be determined at this time.
Demand for Inspection of Books and Records
In February 2016, the Company received several shareholder demands, requesting to inspect the Company’s books and records, pursuant to Section 220 of the Delaware General Corporation Law. The demands relate to the shareholders’ alleged investigation pertaining to whether the Board and Jerry Moyes have breached their fiduciary duties with respect to matters that have been publicly disclosed concerning the Company's securities trading policy, limitations on the pledging of Company stock on margin and share repurchases. The Company is in the process of responding to the shareholders’ requests. Any future disposition or resolution of these matters cannot be determined at this time.
Environmental
The Company's tractors and trailers are involved in motor vehicle accidents, experience damage, mechanical failures and cargo issues as an incidental part of its normal ordinary course of operations. From time to time, these matters result in the discharge of diesel fuel, motor oil or other hazardous materials into the environment. Depending on local regulations and who is determined to be at fault, the Company is sometimes responsible for the clean-up costs associated with these discharges. As of
March 31, 2016
, the Company's estimate for its total legal liability for all such clean-up and remediation costs was approximately
$0.1 million
in the aggregate for all current and prior year claims.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 10 — Derivative Financial Instruments
The final settlement of the Company's interest rate swaps occurred in July 2015. The following table presents pre-tax losses from changes in fair value of the Company's interest rate swaps, included in earnings (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
|
2015
|
Loss reclassified from AOCI into net income from cash flow hedges (effective portion)
|
|
$
|
—
|
|
|
$
|
1,848
|
|
Loss recognized in income from de-designated derivative contracts
|
|
—
|
|
|
945
|
|
Derivative interest expense
|
|
$
|
—
|
|
|
$
|
2,793
|
|
Losses (benefits) on cash flow hedging, reclassified out of AOCI into the consolidated income statements were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Reclassified to:
|
|
2016
|
|
2015
|
Interest rate swaps
|
Derivative interest expense
|
|
$
|
—
|
|
|
$
|
1,848
|
|
Income tax benefit
|
Income tax expense
|
|
—
|
|
|
(711
|
)
|
|
Net income
|
|
$
|
—
|
|
|
$
|
1,137
|
|
Activities related to AOCI, net of tax, are presented in the consolidated statement of stockholders' equity, and primarily pertain to derivative financial instruments. The tax effects are presented in the consolidated statements of comprehensive income.
Activities related to foreign currency transactions were immaterial for the
three months ended
March 31, 2016
and
2015
.
Note 11 — Share Repurchase Programs
The following table presents our repurchases of our Class A common stock under the respective share repurchase programs, net of advisory fees (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
As of
|
Share Repurchase Programs
|
|
2016
|
|
March 31, 2016
|
Authorized Amount
|
|
Board Approval Date
|
|
Shares
|
|
Amount
|
|
Amount Remaining
|
$100,000
|
|
September 24, 2015
|
|
2,221
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
$150,000
|
|
February 22, 2016
|
|
903
|
|
|
$
|
15,000
|
|
|
$
|
135,000
|
|
|
|
|
|
3,124
|
|
|
$
|
45,000
|
|
|
$
|
135,000
|
|
No
share repurchases were made during the
three months ended
March 31, 2015
.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Note 12 — Weighted Average Shares Outstanding
The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding (in thousands):
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2016
|
|
2015
|
Basic weighted average common shares outstanding
|
136,519
|
|
|
142,199
|
|
Dilutive effect of stock options
|
1,136
|
|
|
1,756
|
|
Diluted weighted average common shares outstanding
|
137,655
|
|
|
143,955
|
|
Anti-dilutive shares excluded from the dilutive-effect calculation
(1)
|
452
|
|
|
—
|
|
____________
|
|
(1)
|
Shares were excluded from the dilutive-effect calculation because the outstanding options' exercise prices were greater than the average market price of the Company's common shares during the period.
|
Effective Tax Rate
— The effective tax rate for the
three months ended
March 31, 2016
was
29.8%
, which was lower than management's expectation of
38.0%
, primarily due to certain income tax credits in our foreign subsidiary and a reduction in our uncertain tax position reserve realized as discrete items in the quarter. The effective tax rate for the
three months ended
March 31, 2015
was
38.5%
, as expected.
Interest and Penalties
— Accrued interest and penalties included in income tax expense as of
March 31, 2016
and
December 31, 2015
were approximately
$0.4 million
and
$1.4 million
, respectively. The Company does not anticipate a decrease of unrecognized tax benefits during the next
twelve months
.
Tax Examinations
— Certain of the Company’s subsidiaries are currently under examination by the Internal Revenue Service and various state jurisdictions for tax years ranging from
2010
through
2013
. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Years subsequent to
2011
remain subject to examination.
Note 14 — Fair Value Measurement
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
Financial Assets:
|
|
|
|
|
|
|
|
Restricted investments
(1)
|
$
|
23,171
|
|
|
$
|
23,175
|
|
|
$
|
23,215
|
|
|
$
|
23,190
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
2015 Agreement: New Term Loan A, due July 2020
(2)
|
638,687
|
|
|
639,750
|
|
|
668,055
|
|
|
669,750
|
|
Accounts receivable securitization
(3)
|
224,017
|
|
|
225,000
|
|
|
223,927
|
|
|
225,000
|
|
Revolving line of credit
(4)
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
____________
The carrying amounts of the final instruments shown in the table are included in the consolidated balance sheets, as follows:
|
|
(1)
|
Restricted investments are included in "Restricted investments, held to maturity, amortized cost."
|
|
|
(2)
|
The New Term Loan A is included in "Current portion of long-term debt" and "Long-term debt, less current portion." Carrying value is net of
$1.1 million
and
$1.7 million
DLC as of
March 31, 2016
and
December 31, 2015
, respectively.
|
|
|
(3)
|
Carrying value is net of
$1.0 million
and
$1.1 million
DLC as of
March 31, 2016
and
December 31, 2015
, respectively.
|
|
|
(4)
|
The New Revolver (due July 2020) is included in "Revolving line of credit."
|
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Recurring Fair Value Measurements
As of
March 31, 2016
, and
December 31, 2015
,
no
major categories of assets or liabilities included in the Company's consolidated balance sheets at estimated fair value were measured on a recurring basis.
Nonrecurring Fair Value Measurements
As of
March 31, 2016
, there were
no
assets or liabilities on the Company's consolidated balance sheet estimated at fair value that were measured on a nonrecurring basis.
The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of December 31, 2015 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|
|
|
Estimated
Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
|
Total Gains (Losses)
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
Note receivable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,480
|
)
|
In September 2013, the Company agreed to advance up to
$2.3 million
, pursuant to an unsecured promissory note, to an independent fleet contractor that transported freight on Swift's behalf. In March 2015, management became aware that the independent contractor violated various covenants outlined in the unsecured promissory note, which created an event of default that made the principal and accrued interest immediately due and payable. As a result of this event of default, as well as an overall decline in the independent contractor's financial condition, management re-evaluated the fair value of the unsecured promissory note. At March 31, 2015, management determined that the remaining balance due from the independent contractor to the Company was not collectible, which resulted in a
$1.5 million
pre-tax adjustment that was recorded in "Non-cash impairments of non-operating assets" in the Company's consolidated income statement.
As of
December 31, 2015
, there were
no
liabilities on the Company's consolidated balance sheet estimated at fair value that were measured on a nonrecurring basis.
Note 15 — Segments and Geography
Segment Information
The Company’s
four
reportable operating segments are Truckload, Dedicated, Swift Refrigerated and Intermodal.
Truckload
—
The Truckload segment consists of one-way movements over irregular routes throughout the United States, Mexico, and Canada. This service utilizes both company and owner-operator tractors with dry van, flatbed, and other specialized trailing equipment.
Dedicated
—
Through the Dedicated segment, the Company devotes use of equipment to specific customers and offers tailored solutions under long-term contracts. This segment utilizes refrigerated, dry van, flatbed and other specialized trailing equipment.
Swift Refrigerated
—
This segment primarily consists of shipments for customers that require temperature-controlled trailers. These shipments include one-way movements over irregular routes, as well as dedicated truck operations.
Intermodal
—
The Intermodal segment includes revenue generated by moving freight over the rail in the Company's containers and other trailing equipment, combined with revenue for drayage to transport loads between the railheads and customer locations.
Non-reportable Segment
—
The non-reportable segment includes the Company's logistics and freight brokerage services, as well as support services that its subsidiaries provide to customers and owner-operators, including repair and maintenance shop services, equipment leasing, and insurance. Intangible amortization related to the 2007 Transactions is also included in this other non-reportable segment.
Intersegment Eliminations
—
Certain operating segments provide transportation and related services for other affiliates outside their reportable segment. Revenues for such services are based on negotiated rates, which we believe approximate fair value, and are reflected as revenues of the billing segment. These rates are adjusted from time to time, based on market conditions. Such intersegment revenues and expenses are eliminated in our consolidated results.
SWIFT TRANSPORTATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
Set forth in the tables below is certain financial information with respect to the Company’s reportable segments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
Operating revenue:
|
|
2016
|
|
2015
|
Truckload
|
|
$
|
492,522
|
|
|
$
|
538,341
|
|
Dedicated
|
|
227,914
|
|
|
217,775
|
|
Swift Refrigerated
|
|
84,685
|
|
|
95,568
|
|
Intermodal
|
|
82,548
|
|
|
90,354
|
|
Subtotal
|
|
887,669
|
|
|
942,038
|
|
Non-reportable segment
|
|
99,248
|
|
|
91,622
|
|
Intersegment eliminations
|
|
(19,094
|
)
|
|
(18,516
|
)
|
Consolidated operating revenue
|
|
$
|
967,823
|
|
|
$
|
1,015,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
Operating income (loss):
|
|
2016
|
|
2015
|
Truckload
|
|
$
|
36,287
|
|
|
$
|
56,854
|
|
Dedicated
|
|
23,858
|
|
|
14,345
|
|
Swift Refrigerated
|
|
(332
|
)
|
|
4,799
|
|
Intermodal
|
|
(2,908
|
)
|
|
(1,243
|
)
|
Subtotal
|
|
56,905
|
|
|
74,755
|
|
Non-reportable segment
|
|
(4,422
|
)
|
|
245
|
|
Consolidated operating income
|
|
$
|
52,483
|
|
|
$
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
Depreciation and amortization of property and equipment:
|
|
2016
|
|
2015
|
Truckload
|
|
$
|
31,283
|
|
|
$
|
28,610
|
|
Dedicated
|
|
16,358
|
|
|
14,273
|
|
Swift Refrigerated
|
|
4,634
|
|
|
3,294
|
|
Intermodal
|
|
3,179
|
|
|
3,252
|
|
Subtotal
|
|
55,454
|
|
|
49,429
|
|
Non-reportable segment
|
|
11,497
|
|
|
7,498
|
|
Consolidated depreciation and amortization of property and equipment
|
|
$
|
66,951
|
|
|
$
|
56,927
|
|
Geographical Information
In aggregate, operating revenue from the Company's foreign operations was less than
5.0%
of consolidated operating revenue for the
three months ended
March 31, 2016
and
2015
. Additionally, long-lived assets on the Company's foreign subsidiaries' balance sheets were less than
5.0%
of consolidated total assets as of
March 31, 2016
and
December 31, 2015
.
SWIFT TRANSPORTATION COMPANY