10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to

Commission File Number: 001-38528

U.S. Xpress Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Nevada	62-1378182
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)
4080 Jenkins Road
Chattanooga, Tennessee	37421
(Address of principal executive offices)	(Zip Code)

(423) 510-3000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	USX	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer   ☐	Smaller reporting company ☐
	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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date July 29, 2022.

Class A Common Stock, $0.01 par value: 35,694,436

Class B Common Stock, $0.01 par value: 15,777,083

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION
		Page Number
Item 1.	Unaudited Condensed Consolidated Financial Statements Three and Six Months Ended June 30, 2022 and 2021
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Unaudited Condensed Consolidated Statements of Cash Flows	5
	Unaudited Condensed Consolidated Statement of Stockholders’ Equity	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.	Controls and Procedures	35
	PART II OTHER INFORMATION
		Page Number
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36

Page 2

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Balance Sheets

June 30, 2022 and December 31, 2021

	June 30,		December 31,
(in thousands, except share amounts)	2022		2021
Assets
Current assets
Cash and cash equivalents	$	3,145	$	5,695
Customer receivables, net of allowance of $44 and $11 at June 30, 2022 and December 31, 2021, respectively		247,721		231,687
Other receivables		18,800		18,046
Prepaid insurance and licenses		11,654		13,867
Operating supplies		10,613		9,550
Assets held for sale		16,713		11,831
Other current assets		28,058		32,020
Total current assets		336,704		322,696
Property and equipment, at cost		927,939		890,933
Less accumulated depreciation and amortization		(377,926)		(370,112)
Net property and equipment		550,013		520,821
Other assets
Operating lease right of use assets		292,373		292,347
Goodwill		59,221		59,221
Intangible assets, net		23,956		24,129
Other		48,862		50,829
Total other assets		424,412		426,526
Total assets	$	1,311,129	$	1,270,043
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	124,768	$	126,910
Book overdraft		4,438		7,096
Accrued wages and benefits		51,010		45,011
Claims and insurance accruals, current		46,042		44,309
Other accrued liabilities		5,550		5,962
Current portion of operating lease liabilities		92,833		88,375
Current maturities of long-term debt and finance leases		113,599		85,117
Total current liabilities		438,240		402,780
Long-term debt and finance leases, net of current maturities		308,069		290,392
Less unamortized discount and debt issuance costs		(333)		(357)
Net long-term debt and finance leases		307,736		290,035
Deferred income taxes		21,384		24,301
Other long-term liabilities		25,431		14,457
Claims and insurance accruals, long-term		43,933		54,819
Noncurrent operating lease liabilities		201,784		205,362
Commitments and contingencies (Note 7)		—		—
Stockholders' equity
Common stock Class A, $.01 par value, 140,000,000 shares authorized at June 30, 2022 and December 31, 2021, respectively, 35,425,723 and 34,831,118 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		354		348
Common stock Class B, $.01 par value, 35,000,000 authorized at June 30, 2022 and December 31, 2021, respectively, 15,777,083 and 15,657,089 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		158		157
Additional paid-in capital		270,873		267,621
Retained earnings (deficit)		(1,016)		8,440
Stockholders' equity		270,369		276,566
Noncontrolling interest		2,252		1,723
Total stockholders' equity		272,621		278,289
Total liabilities and stockholders' equity	$	1,311,129	$	1,270,043

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 3

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Three and Six Months Ended June 30, 2022 and 2021

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Operating revenue
Revenue, before fuel surcharge	$	479,185	$	437,533	$	943,512	$	855,174
Fuel surcharge		74,518		37,488		127,379		70,607
Total operating revenue		553,703		475,021		1,070,891		925,781
Operating expenses
Salaries, wages, and benefits		181,418		144,500		350,446		286,503
Fuel and fuel taxes		89,253		43,783		154,296		84,187
Vehicle rents		24,336		21,547		48,630		43,010
Depreciation and amortization, net of (gain) loss on sale of property		14,929		23,205		33,646		45,587
Purchased transportation		140,185		157,489		290,769		299,150
Operating expenses and supplies		47,679		34,443		92,493		66,958
Insurance premiums and claims		23,401		18,933		43,540		40,710
Operating taxes and licenses		3,752		3,247		7,668		6,516
Communications and utilities		3,864		2,964		7,408		5,352
General and other operating expenses		18,418		16,004		35,737		30,904
Total operating expenses		547,235		466,115		1,064,633		908,877
Operating income		6,468		8,906		6,258		16,904
Other expense
Interest expense, net		4,586		3,557		8,393		7,244
Other expense		1,757		(20,191)		8,862		(20,191)
		6,343		(16,634)		17,255		(12,947)
Income (loss) before income tax provision		125		25,540		(10,997)		29,851
Income tax provision (benefit)		79		6,443		(2,070)		8,093
Net total and comprehensive income (loss)		46		19,097		(8,927)		21,758
Net total and comprehensive income attributable to noncontrolling interest		600		1		529		124
Net total and comprehensive income (loss) attributable to controlling interest	$	(554)	$	19,096	$	(9,456)	$	21,634
Earnings (loss) per share
Basic earnings (loss) per share	$	(0.01)	$	0.38	$	(0.19)	$	0.43
Basic weighted average shares outstanding		51,221		50,334		51,036		50,156
Diluted earnings (loss) per share	$	(0.01)	$	0.37	$	(0.19)	$	0.42
Diluted weighted average shares outstanding		51,221		51,848		51,036		51,705

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 4

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2022 and 2021

	Six Months Ended
	June 30,
(in thousands)	2022		2021
Operating activities
Net income (loss)	$	(8,927)	$	21,758
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax provision (benefit)		(2,917)		7,624
Depreciation and amortization		38,983		41,036
(Gains) losses on sale of equipment		(5,337)		4,551
Share based compensation		2,965		3,791
Other		(926)		381
Unrealized loss (gain) on equity investment		10,120		(20,191)
Changes in operating assets and liabilities:
Receivables		(17,502)		(27,163)
Prepaid insurance and licenses		2,283		4,580
Operating supplies		(993)		(724)
Other assets		(4,789)		(1,967)
Accounts payable and other accrued liabilities		2,025		5,954
Accrued wages and benefits		5,807		771
Net cash provided by operating activities		20,792		40,401
Investing activities
Payments for purchases of property and equipment		(94,448)		(62,851)
Proceeds from sales of property and equipment		27,527		47,660
Net cash used in investing activities		(66,921)		(15,191)
Financing activities
Borrowings under lines of credit		262,100		138,812
Payments under lines of credit		(216,800)		(123,812)
Borrowings under long-term debt		44,514		38,116
Payments of long-term debt and finance leases		(44,191)		(83,961)
Payments of financing costs		—		(100)
Tax withholding related to net share settlement of restricted stock awards		(431)		(1,211)
Proceeds from issuance of common stock under ESPP		725		538
Proceeds from long-term consideration for sale of subsidiary		320		305
Book overdraft		(2,658)		5,873
Net cash provided by (used in) financing activities		43,579		(25,440)
Net change in cash and cash equivalents		(2,550)		(230)
Cash and cash equivalents
Beginning of year		5,695		5,505
End of period	$	3,145	$	5,275
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	8,175	$	6,956
Cash paid during the year for income taxes		839		720
Supplemental disclosure of significant noncash investing and financing activities
Uncollected proceeds from asset sales	$	643	$	—
Property and equipment amounts accrued in accounts payable		1,767		2,901
Finance lease additions		536		5,572

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 5

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statement of Stockholders' Equity

Three and Six Months Ended June 30, 2022 and 2021

					Additional				Non		Total
	Class A		Class B		Paid		Retained		Controlling		Stockholders'
(in thousands, except share amounts)	Stock		Stock		In Capital		Earnings (Deficit)		Interest		Equity
Balances at December 31, 2021	$	348	$	157	$	267,621	$	8,440	$	1,723	$	278,289
Share based compensation		—		—		1,456		—		—		1,456
Vesting of restricted stock		4		1		(413)		—		—		(408)
Issuance of common stock under ESPP		1		—		724		—		—		725
Net loss		—		—		—		(8,902)		(71)		(8,973)
Balances at March 31, 2022		353		158		269,388		(462)		1,652		271,089
Share based compensation		—		—		1,509		—		—		1,509
Vesting of restricted stock		1		—		(24)		—		—		(23)
Net income (loss)		—		—		—		(554)		600		46
Balances at June 30, 2022	$	354	$	158	$	270,873	$	(1,016)	$	2,252	$	272,621

					Additional				Non		Total
	Class A		Class B		Paid		Retained		Controlling		Stockholders'
(in thousands, except share amounts)	Stock		Stock		In Capital		Earnings (Deficit)		Interest		Equity
Balances at December 31, 2020	$	340	$	157	$	261,338	$	(2,430)	$	1,452	$	260,857
Share based compensation		—		—		2,134		—		—		2,134
Vesting of restricted stock		3		1		(919)		—		—		(915)
Issuance of common stock under ESPP		1		—		537		—		—		538
Conversion of Class B stock to Class A stock		1		(1)		—		—		—		—
Net income		—		—		—		2,538		123		2,661
Balances at March 31, 2021		345		157		263,090		108		1,575		265,275
Share based compensation		—		—		1,657		—		—		1,657
Vesting of restricted stock		1		—		(297)		—		—		(296)
Conversion of Class B stock to Class A stock		1		(1)		—		—		—		—
Net income		—		—		—		19,096		1		19,097
Balances at June 30, 2021	$	347	$	156	$	264,450	$	19,204	$	1,576	$	285,733

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 6

U.S. Xpress Enterprises, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2022

1.        Organization and Operations

U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and third-party carriers through our non-asset-based freight brokerage network. The Company has two reportable segments, Truckload and Brokerage. Our Truckload segment offers asset-based truckload services, including over-the-road (“OTR”) trucking and dedicated contract services. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to third-party carriers.

Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, the rights and preferences of which may be designated by the Board of Directors.

2.        Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature.

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2021 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021.

Impairment of Long Lived Assets

The Company reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of the expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. During the six months ended June

Page 7

30, 2022, we incurred a non-cash adjustment of $2.2 million due to an obsolete technology write off and recognized $2.2 million in amortization expense.

3.        Income Taxes

The Company’s provision for income taxes for the three and six months ended June 30, 2022 and 2021 is based on the estimated annual effective tax rate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three and six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Income (loss) before income tax provision (benefit)	$	125		$	25,540		$	(10,997)		$	29,851
Income tax provision (benefit)		79			6,443			(2,070)			8,093
Effective tax rate		63.2	%		25.2	%		18.8	%		27.1	%

The difference between the Company’s effective tax rate for the three and six months ended June 30, 2022 and 2021 and the US statutory rate of 21% primarily relates to nondeductible expenses, federal income tax credits, state income taxes (net of federal benefit), adjustments to valuation allowances, and certain discrete items.

4.        Investments

At March 31, 2021, we held a $5.0 million investment consisting of 353,604 shares in TuSimple, a self-driving technology company. Effective April 15, 2021, TuSimple completed their initial public offering at a closing price of $40.00 per share. As we have a readily determinable fair value based on quoted market prices, which makes this a Level 1 fair value measurement, we adjust the investment to fair value at each reporting period. We recognized an unrealized loss (gain) of $1.8 million and ($20.2) million during the three months ended June 30, 2022 and 2021, respectively, and $10.1 million and ($20.2) million during the six months ended June 30, 2022, and 2021, respectively, in other expense within the unaudited condensed consolidated statements of comprehensive income (loss). The fair value of the investment is $2.6 million and is included in other noncurrent assets on the accompanying unaudited consolidated balance sheets.

Page 8

5.        Long-Term Debt

Long-term debt at June 30, 2022 and December 31, 2021 consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Line of credit, maturing January 2025	$	69,200	$	23,900
Revenue equipment installment notes with finance companies, weighted average interest rate of 3.6% and 3.7% at June 30, 2022 and December 31, 2021, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $333.0 million and $316.9 million at June 30, 2022 and December 31, 2021		319,203		310,420
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at June 30, 2022 and December 31, 2021 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $32.5 million and $33.0 million at June 30, 2022 and December 31, 2021		23,859		24,587
Other		1,491		8,444
		413,753		367,351
Less: Debt issuance costs		(333)		(357)
Less: Current maturities of long-term debt		(111,828)		(83,584)
	$	301,592	$	283,410

Credit Facility

On January 28, 2020, we entered into a new credit facility (the “Credit Facility”) and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million.

The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025. Borrowings under the Credit Facility are classified as either “base rate loans” or “eurodollar rate loans”. Base rate loans accrue interest at a base rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) LIBOR plus 1.00% plus an applicable margin that was set at 0.50% through June 30, 2020 and adjusted quarterly thereafter between 0.25% and 0.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. Eurodollar rate loans accrue interest at LIBOR plus an applicable margin that was set at 1.50% through June 30, 2020 and adjusted quarterly thereafter between 1.25% and 1.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility.

Borrowings under the new Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base

Page 9

or revolving credit facility or (B) $20.0 million. Based on excess availability as of June 30, 2022, there was no fixed charge coverage ratio requirement.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

At June 30, 2022, the Credit Facility had issued collateralized letters of credit in the face amount of $28.3 million, with $69.2 million in borrowings outstanding and $152.5 million available to borrow.

6.        Leases

We have operating and finance leases with terms of 1 year to 16 years for certain revenue and service equipment and office and terminal facilities.

The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands):

Leases	Classification	June 30, 2022
Assets
Operating	Operating lease right-of-use assets	$	292,373
Finance	Property and equipment, net		7,193
Total leased assets		$	299,566
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	92,833
Finance	Current maturities of long-term debt and finance leases		1,771
Noncurrent
Operating	Noncurrent operating lease liabilities		201,784
Finance	Long-term debt and finance leases, net of current maturities		6,144
Total lease liabilities		$	302,532

Page 10

The table below presents certain information related to the lease costs for finance and operating leases (in thousands):

		Three Months Ended				Six Months Ended
		June 30,				June 30,
Lease Cost	Classification	2022		2021		2022		2021
Operating lease cost	Vehicle rents and General and other operating	$	25,905	$	23,172	$	52,270	$	46,263
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		470		543		671		971
Interest on lease liabilities	Interest expense		112		163		227		271
Short-term lease cost	Vehicle rents and General and other operating		373		1,220		783		2,563
Total lease cost		$	26,860	$	25,098	$	53,951	$	50,068

	Six Months Ended
	June 30,
Cash Flow Information	2022		2021
Cash paid for operating leases included in operating activities	$	52,270	$	46,263
Cash paid for finance leases included in operating activities	$	227	$	271
Cash paid for finance leases included in financing activities	$	778	$	1,082
Operating lease right-of-use assets obtained in exchange for lease obligations	$	51,408	$	15,148

Noncash lease expense was $53.2 million and $46.4 million during the six months ended June 30, 2022 and 2021, respectively.

	June 30, 2022
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.8	3.9	%
Finance leases	7.7	5.5	%
	June 30, 2021
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.9	4.0	%
Finance leases	8.2	5.9	%

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As of June 30, 2022, future maturities of lease liabilities were as follows (in thousands):

	June 30, 2022
	Finance		Operating
2022	$	2,107	$	51,918
2023		1,745		92,258
2024		721		62,358
2025		576		42,538
2026		592		23,958
Thereafter		3,737		54,975
		9,478		328,005
Less: Amount representing interest		(1,563)		(33,388)
Total	$	7,915	$	294,617

We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $4.7 million and $6.8 million for the three months ended June 30, 2022 and 2021, respectively and $9.3 million and $14.7 million for the six months ended June 30, 2022 and 2021, respectively.

.

7.        Commitments and Contingencies

The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, is not expected to have a materially adverse effect on the Company’s financial position or results of operations.

For the 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 the proceedings, including 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.

California Wage and Hour Class Action Litigation

On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice, under Rule 23 due to lack of commonality amongst the putative class members. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class consists of all employee drivers who resided in California and who have driven in the State of California on behalf of U.S. Xpress, Inc. at any time since December 23, 2011. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages, penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest. On May 2, 2019, the district court dismissed the claims alleging failure to provide duty free meal and rest breaks or premium pay for failure to provide such breaks under California law on grounds of preemption. The Ninth Circuit Court of Appeals upheld the administrative ruling that formed the basis for the district court’s ruling. The parties filed cross-motions for summary judgment on the remaining claims, and the Company filed a motion to decertify the class. The court issued its ruling on the pending cross-motions: (1) the court denied the Company’s motion to decertify the class; (2) the court granted the Company’s motion for summary judgment on the plaintiff’s minimum wage claim for non-driving duties such as pre-trip and post-trip

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inspection, fueling, receiving dispatches, waiting to load or unload, and handling paperwork for the loads for January 1, 2013 forward (leaving the minimum wage claim only for the approximate one-year time period from December 23, 2011 to December 31, 2012); (3) the court granted the plaintiff’s motion for summary judgment for the time spent taking U.S. Department of Transportation-required 10-hour breaks while hauling high value loads in California for solo drivers and for the designated team driver responsible for the load during those breaks; and (4) the court denied the balance of cross-motions. The plaintiff filed a petition for permission to file an interlocutory appeal of the court’s decision on the minimum wage claim, which the district court and the Ninth Circuit both granted. On June 22, 2021, the Ninth Circuit issued its memorandum decision upholding the district court’s ruling in favor of the Company on the plaintiff’s claim for payment of the minimum wage for certain non-driving work they claim was left uncompensated by the Company’s piece rate pay plan after January 1, 2013. The district court held a status conference on June 15, 2021 and set a trial date for March 1, 2022. Discovery has been completed. On January 20, 2022, the court vacated the trial date and all associated deadlines due to the ongoing Covid-19 pandemic. On March 10, 2022, the court reset the trial for September 6, 2022. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. The Company intends to vigorously defend the merits of these claims.

Stockholder Claims

As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against the Company and certain other defendants: five in the Circuit Court of Hamilton County, Tennessee (“Tennessee State Court Cases”), two in the U.S. District Court for the Eastern District of Tennessee (“Federal Court Cases”), and one in the Supreme Court of the State of New York (“New York State Court Case”). We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any for these matters. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters.

As to the Tennessee State Court Cases, two of five complaints were voluntarily dismissed and the remaining three were consolidated with a Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against the Company, five of our current and former officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11, 12(a)(2)  and 15 of the Securities Act of 1933 (the “Securities Act”). The putative class action lawsuit is based on allegations that the Company made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees) on behalf of the putative class.

On June 28, 2019, the defendants filed a Motion to Dismiss the Tennessee State Court Cases for failure to allege facts sufficient to support a violation of Section 11, 12 or 15 of the Securities Act. On November 13, 2020, the court presiding over the Tennessee State Court Cases entered an order, granting in part and denying in part the defendants’ Motions to Dismiss the Consolidated State Court Complaint. The court held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Consolidated State Court Complaint. The court, however, held that the Consolidated State Court Complaint sufficiently alleged violations of the Securities Act with respect to one statement from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statement deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On April 29, 2021, plaintiffs filed a Motion for Class Certification, which is currently pending. The Tennessee State Court Cases are currently in discovery.

As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15

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of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On December 23, 2019, the defendants filed a Motion to Dismiss the Amended Federal Complaint in its entirety for failure to allege facts sufficient to state a claim under either the Securities Act or the Exchange Act. The plaintiffs filed their Opposition to that Motion on March 9, 2020, and the defendants filed their Reply brief on April 23, 2020.

On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely the plaintiffs’ claims for alleged violations of the Exchange Act and further held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Amended Federal Complaint. The court, however, held that the Federal Amended Complaint sufficiently alleged violations of the Securities Act with respect to two statements from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statements deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On February 12, 2021, the Court granted plaintiffs’ Motion for Class Certification and certified a class consisting of all persons or entities who purchased or otherwise acquired USX stock pursuant to and/or traceable to the IPO and who were damaged thereby. The Federal Court Cases are currently in discovery.

As to the New York State Case, on March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court presiding over the New York State Case dismissed the case, and on January 13, 2022, the court entered a motion denying plaintiff’s motion for reconsideration.

Stockholder Derivative Action

On June 7, 2019, a stockholder derivative lawsuit was filed in the District Court for Clark County, Nevada against five of our executives and all five of our independent board members (collectively, the “Individual Defendants”), and naming the Company as a nominal defendant. The complaint alleges that the Company made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO and that the Individual Defendants breached their fiduciary duties by causing or allowing the Company to make such statements. The complaint alleges that the Company has been damaged by the alleged wrongful conduct as a result of, among other things, being subjected to the time and expense of the securities class action lawsuits that have been filed relating to the IPO. In addition to a claim for alleged breach of fiduciary duties, the lawsuit alleges claims against the Individual Defendants for unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The parties have stipulated to a stay of this proceeding pending entry of a final judgment in the Tennessee State Court Cases, Federal Court Case, and the New York State Case. This matter is in the preliminary stages of litigation. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously in this matter.

Other

The Company had letters of credit of $28.3 million outstanding as of June 30, 2022. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at June 30, 2022 to acquire revenue equipment and other equipment and terminal improvements for approximately $221.2 million during the remainder of 2022 and $6.6 million during 2023. These purchase commitments are expected to be financed by operating leases, long-term debt and proceeds from sales of existing equipment.

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8.        Share-based Compensation

2018 Omnibus Incentive Plan

In June 2018, the Board approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the initial public offering. The Company had reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. In May 2020, the stockholders approved the Amended and Restated Omnibus Plan which, among other things, increased the number of shares remaining to issue to 5.8 million shares. Participants in the Incentive Plan will be selected by the Compensation Committee from the executive officers, directors, employees and consultants of the Company. Awards under the Incentive Plan may be made in the form of stock options, stock appreciation rights, stock awards, restricted stock units, performance awards, performance units, and any other form established by the Compensation Committee pursuant to the Incentive Plan.

The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity for the six months ended June 30, 2022:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2021	1,790,769	$	7.91
Granted	2,103,224		3.84
Vested	(522,148)		8.45
Forfeited	(498,252)		5.79
Unvested at June 30, 2022	2,873,593	$	5.20

Service based restricted stock grants vest over periods of one to five years and account for 2,690,588 of the unvested shares. Performance based awards account for 183,005 the unvested shares and vest based upon achievement of certain performance and shareholder return goals, as defined by the Company. The Company recognized compensation expense related to performance based awards of ($0.3) million and ($0.1) million during the three and six months ended June 30, 2022 and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively. The Company recognized compensation expense related to service based awards of $1.3 million and $2.4 million during the three and six months ended June 30, 2022 and $1.2 million and $2.7 million during the three and six months ended June 30, 2021, respectively. At June 30, 2022, the Company had $11.9 million in unrecognized compensation expense related to the service based restricted stock awards which is expected to be recognized over a weighted average period of approximately 3.0 years.

The following is a summary of the Incentive Plan stock option activity from December 31, 2021 to June 30, 2022:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2021	124,783	$	4.86
Vested	(78,976)		5.12
Unvested at June 30, 2022	45,807	$	4.41

The stock options vest over a period of four years and expire ten years from the date of grant. The Company recognized compensation expense of $0.1 million and $0.2 million during the three and six months ended June 30, 2022 and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively. The fair value of the stock options granted was estimated using the Black-Scholes method as of the grant date.

At June 30, 2022, the Company had $0.1 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a period of approximately 6 months. As of June 30, 2022, 270,092

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options were exercisable with a weighted average exercise price of $12.64 and a weighted average remaining contractual life of 6.6 years.

Pre-IPO Restricted Stock Units

The following is a summary of the activity related to restricted stock units issued prior to the IPO for six months ended June 30, 2022:

	Number of	Weighted
	Units	Average
Unvested at December 31, 2021	460,040	$	2.15
Vested	(153,323)		2.15
Unvested at June 30, 2022	306,717	$	2.15

The vesting schedule for these restricted unit grants is 7 years. The Company recognized compensation expense of $0.1 million and $0.2 million during the three and six months ended June 30, 2022 and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively. At June 30, 2022, the Company had approximately $0.5 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 1.7 years. The fair value of the restricted units and corresponding compensation expense was determined using the income approach.

Employee Stock Purchase Plan

In June 2018, our Employee Stock Purchase Plan (the “ESPP”) became effective. The Company has reserved an aggregate of 2.3 million shares of its Class A common stock for issuance under the ESPP. Eligible employees may elect to purchase shares of our Class A common stock through payroll deductions up to 15% of eligible compensation. The purchase price of the shares during each offering period will be 85% of the lower of the fair market value of our Class A common stock on the first trading day of each offering period or the last trading day of the offering period. The common stock will be purchased in January and July of each year. The Company recognized compensation expense of $0.3 million and $0.4 million for the three and six months ended June 30, 2022 and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively, associated with the plan.

9.      Earnings per Share

Basic earnings per share is calculated by dividing net income (loss) attributable to controlling interest by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. The Company excluded 5,428,629 equity awards for the three and six months ended June 30, 2022 and 302,524 and 500,438 for the three and six months ended June 31, 2021, respectively, as inclusion would be anti-dilutive.

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The basic and diluted earnings per share calculations for the three and six months ended June 30, 2022 and 2021, respectively, are presented below (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Numerator - Basic
Net income (loss)	$	46	$	19,097	$	(8,927)	$	21,758
Net income attributable to noncontrolling interest		600		1		529		124
Net income (loss) attributable to common stockholder	$	(554)	$	19,096	$	(9,456)	$	21,634
Numerator - Dilutive
Net income (loss)	$	46	$	19,097	$	(8,927)	$	21,758
Net loss attributable to noncontrolling interest		600		(18)		529		(35)
Net income (loss) attributable to common stockholder	$	(554)	$	19,115	$	(9,456)	$	21,793
Basic weighted average of outstanding shares of common stock		51,221		50,334		51,036		50,156
Dilutive effect of equity awards		—		996		—		1,031
Dilutive effect of assumed subsidiary share conversion		—		518		—		518
Diluted weighted average of outstanding shares of common stock		51,221		51,848		51,036		51,705
Basic earnings (loss) per share	$	(0.01)	$	0.38	$	(0.19)	$	0.43
Diluted earnings (loss) per share	$	(0.01)	$	0.37	$	(0.19)	$	0.42

10.      Segment Information

The Company’s business is organized into two reportable segments, Truckload and Brokerage. The Truckload segment offers asset-based truckload services, including OTR trucking and dedicated contract services. These services are aggregated because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. The Company’s OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels.

The Company’s Brokerage segment is principally engaged in non-asset-based freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers.

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The following table summarizes our segment information (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues
Truckload	$	465,177	$	378,533	$	888,437	$	747,453
Brokerage		88,526		96,488		182,454		178,328
Total Operating Revenue	$	553,703	$	475,021	$	1,070,891	$	925,781
Operating Income
Truckload	$	910	$	8,745	$	1,183	$	15,472
Brokerage		5,558		161		5,075		1,432
Total Operating Income	$	6,468	$	8,906	$	6,258	$	16,904

A measure of assets is not applicable, as segment assets are not regularly reviewed by the Chief Operating Decision Maker for evaluating performance or allocating resources.

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ITEM 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The unaudited condensed consolidated financial statements include the accounts of U.S. Xpress Enterprises, Inc., a Nevada corporation, and its consolidated subsidiaries. References in this report to “we,” “us,” “our,” the “Company,” and similar expressions refer to U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

This report contains certain statements that may be considered forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities 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. 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 earnings, revenues or other financial items; any statement of plans, strategies, outlook, growth prospects or objectives of management for future operations; our operational and financial targets; general economic trends, performance or conditions and trends in the industry and markets; the competitive environment in which we operate; any statements concerning proposed new services, technologies or developments; and any statement of belief and any statements of assumptions underlying any of the foregoing. In this Form 10-Q, statements relating to the impact of new accounting standards, expected freight demand, capacity, and volumes, potential results of a default under our Credit Facility or other debt agreements, expected sources of working capital and liquidity (including our mix of debt, finance leases, and operating leases as means of financing revenue equipment), as well as the adequacy of working capital and liquidity, expected capital expenditures, expected fleet age and mix of owned versus leased equipment, expected impact of technology including improvements in our technology and processes, our strategic initiatives, our ability to profitably scale and achieve operational efficiencies in Variant, as well as our Brokerage segment, future performance of our Dedicated division, including pricing and margins, future customer relationships, future interest expense, future utilization of independent contractors, future fluctuations in purchased transportation expense and fuel surcharge reimbursement, future driver market conditions and driver turnover and retention rates, any projections of earnings, revenues, cash flows, dividends, capital expenditures, operating ratio, margins, or other financial items, expected cash flows, expected operating improvements, any statements regarding future economic conditions or performance, any statement of plans, strategies, programs and objectives of management for future operations, including the anticipated impact of such plans, strategies, programs and objectives, future rates and prices, future utilization, future depreciation and amortization, future salaries, wages, and related expenses, including driver compensation, future insurance and claims expense, future fluctuations in fuel costs and fuel surcharge revenue, including the future effectiveness of our fuel surcharge program, strategies for managing fuel costs, future fleet size and management, including allocation of trucks among Variant, Dedicated and legacy Over-the-Road, future shortages and pricing of new revenue equipment, any statements concerning proposed acquisition plans, new services or developments, and the anticipated impact of legal proceedings on our financial position and results of operations, among others, are forward-looking statements. Such statements may be identified by their use of terms or phrases such as “believe,” “may,” “could,” “should,” “expects,” “estimates,” “projects,” “anticipates,” “plans,” “intends,” “outlook,” “strategy,” “target,” “optimistic,” “focus,” “seek,” “potential,” “goal,” “continue,” “will,” derivations thereof, and similar terms and phrases.  Such statements are based on currently available operating, financial and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Item 1A. Risk Factors,” set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. Readers should review and consider the factors discussed in “Item 1A. Risk Factors,” set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, along with various disclosures in our press releases, stockholder reports, and other filings with the SEC.

All such forward-looking statements speak only as of the date of this Form 10-Q. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statement is based.

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Overview

We are one of the largest asset-based truckload carriers in the United States by revenue, generating over $1.9 billion in total operating revenue in 2021. We provide services primarily throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. We offer customers a broad portfolio of services using our own truckload fleet and third-party carriers through our non-asset-based freight brokerage network. As of June 30, 2022, our fleet consisted of approximately 6,500 tractors and approximately 14,000 trailers, including approximately 1,000 tractors provided by independent contractors. Our terminal network is established and capable of handling significantly larger volumes without meaningful additional investment.

Executive Summary

For much of our history, we focused primarily on scaling our fleet and expanding our service offerings to support sustainable, multi-faceted relationships with customers. More recently, we have focused on our core service offerings and refined our network to focus on shorter, more profitable lanes with more density, which we believe are more attractive to drivers. We believe we have the strategy, management team, revenue base, modern fleet, and capital structure that position us to execute upon our initiatives, drive further operational gains, and deliver long term value for our stockholders, but acknowledge that our performance has fallen below our expectations.

We are currently focused on three main priorities. The first is optimizing our Truckload network and resulting average revenue per tractor per week through repositioning equipment and allocating capacity to our Dedicated service offering and Variant, our digital fleet, from certain portions of our Over-the-Road (“OTR”) service offering. The second is improving the experience of our professional truck drivers, including their safety and security. The third is advancing our technology initiatives centered on digitization of our loads and business, automated load acceptance and prioritization. During 2021, we saw tangible, financial benefits of our strategic initiatives focused on utilizing technology to improve our processes, accelerate the velocity of our business, reduce the number of our preventable accidents per million miles, improve our customers’ and drivers’ satisfaction, and lower our costs. Our performance, however, especially in 2022, has deteriorated since we have increased our overall tractor count at Variant. Accordingly, our current focus is to return our per unit metrics to previously attained levels by standardizing our technologies and processes which were previously executed in a startup environment. As the startup environment has proven not to be capable of scaling the fleet and maintaining metrics, we believe our current focus to be appropriate.

We intend to continue successfully developing and implementing these digital initiatives that we believe are re-engineering our Company to be a market leader in growth and profitability over the next decade. We believe the result of these initiatives, including our transition from a startup environment by standardizing our technologies and processes, will provide for a more scalable model with significantly lower costs.

Total revenue for the second quarter of 2022 increased by $78.7 million to $553.7 million as compared to the second quarter of 2021. The increase was primarily the result of a $49.6 million increase in Truckload revenue, a $37.0 million increase in fuel surcharge revenue offset by a $7.9 million decrease in Brokerage revenue. Excluding the impact of fuel surcharge revenue, second quarter revenue increased $41.7 million to $479.2 million, an increase of 9.5% as compared to the prior year quarter.

Operating income for the second quarter of 2022 was $6.5 million compared to $8.9 million in the second quarter of 2021. Our profitability decreased as a result of 6.7% fewer revenue miles per tractor per week combined with increases in technology and personnel expenses and higher net fuel costs, partially offset by a 56.9% increase in our Brokerage gross margin, a 14.4% increase in our average revenue per mile and a 8.7% increase in our available tractors.

We are continuing to focus on our driver centric initiatives, such as increased miles and modern equipment, to both retain the professional drivers who have chosen to partner with us and attract new professional drivers to our team. During the second quarter of 2020 we launched our digital fleet, Variant, which is largely recruited, planned, dispatched and managed using artificial intelligence and digital platforms. Variant is a completely new paradigm for operating trucks in an OTR environment that is provided to the driver through an app-based driver experience. We developed the concept

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as a hypothesis in 2018 based in part on the business models of the digital freight brokerages. As digital brokers began to enter the market utilizing cutting edge technology and a new operating model, we believed there was an opportunity to take this approach and apply it to our asset based business in order to drive improved profitability and growth. During 2019, we began building our technology leadership and teams to construct the necessary databases, applications, and processes to launch a pilot fleet with a small number of trucks in the fourth quarter of 2019.  The test proved successful and we expanded the pilot fleet to approximately 100 trucks in the first quarter of 2020. Given the positive results of the first quarter 2020 pilot we moved to a full production model, scaling the business to approximately 700 trucks at the end of 2020. Variant exited 2021 with 1,555 tractors, achieving our goal of 1,500 tractors by year end. Variant continued to not only scale but outperform the legacy OTR fleet from 2019 in key metrics such as turnover, utilization, preventable accidents per million miles, and average revenue per tractor per week. During the second half of 2021, Variant’s turnover, utilization, and revenue per tractor per week began to deteriorate and those trends accelerated in the fourth quarter. In December 2021, the Variant team began to transition its focus from idea generation to execution and scale the product that was developed. We believe that we can further scale this platform returning our per unit metrics to previous levels and continuing to further enhance the capabilities of this new technology. We will continue to focus on implementing and executing our initiatives that we expect will continue to drive sustainable improved performance over time.

While we believe our margins will expand as we continue to convert more of our trucks to our Variant platform, we also see tremendous growth opportunity given the highly fragmented nature of the U.S. trucking market. We believe our Variant business model directly addresses our drivers’ frustrations and has the potential to deliver higher utilization and pay which should contribute to a significant drop in turnover. We reached a major milestone in 2021 as Variant tractor count growth outpaced attrition in the legacy OTR division, driving total tractor count growth sequentially.

During 2020, we purchased a small business with a technology platform and an experienced and talented team. Their approach to the brokerage business is to utilize a digital framework for handling transactions which we expect to be scalable. Importantly, we believe this platform will enable our team to continue scaling the business and drive a high level of growth in the years to come. Our team processed 76.7% of our Brokerage transactions digitally in 2021, and we have processed 87.5% of our Brokerage transactions digitally in 2022. Our focus remains on capturing market share and growing load count from a more diverse customer base, building out our carrier network density, and delivering purpose built technological products to our customers. We believe these actions will all positively contribute to operating margin improvement in the Brokerage segment at scale.

In our Dedicated division, our team successfully addressed pricing in certain Dedicated accounts as a result of driver and capacity cost inflation. As a result, our overall Dedicated rates increased 17.8% in the second quarter of 2022 compared to the second quarter in 2021.

We experienced softer volumes towards the end of the first quarter and this persisted through the second quarter and although volumes still remain above historical averages we experienced sequential declines in the spot market since March of this year. On the supply side, the market for experienced drivers is loosening, however shortages of new tractors and trailers should limit meaningful capacity expansion. These conditions are expected to pressure sequential increases in our OTR contract rates and lesser in Dedicated, during the second half of the year.

Investment in TuSimple

On April 15, 2021, TuSimple completed its initial public offering at a price of $40.00 per share. Our $5.0 million investment consisted of 353,604 shares of TuSimple and at June 30, 2022, the fair value of our investment was $2.5 million and we recorded an unrealized loss on investment of $1.8 million during the quarter ended June 30, 2022 in other (income) expense within the unaudited condensed consolidated statements of comprehensive income (loss).

Reportable Segments

Our business is organized into two reportable segments, Truckload and Brokerage. Our Truckload segment offers truckload services, including OTR trucking and dedicated contract services. Our OTR service offering transports a full trailer of freight for a single customer from origin to destination, typically without intermediate stops or handling pursuant to short-term contracts and spot moves that include irregular route moves without volume and capacity commitments.

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Tractors are operated with a solo driver or, when handling more time-sensitive, higher-margin freight, a team of two drivers. Our dedicated contract service offering provides similar freight transportation services, but with contractually assigned equipment, drivers and on-site personnel to address customers’ needs for committed capacity and service levels pursuant to multi-year contracts with guaranteed volumes and pricing. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to third-party carriers.

Truckload Segment

In our Truckload segment, we generate revenue by transporting freight for our customers in our OTR and dedicated contract service offerings. Our OTR service offering provides solo and expedited team services through one way movements of freight over routes throughout the United States. Our Variant fleet is included within our OTR service offering. Our dedicated contract service offering devotes the use of equipment to specific customers and provides services through long term contracts. Our Truckload segment provides services that are geographically diversified but have similar economic and other relevant characteristics, as they all provide truckload carrier services of general commodities and durable goods to similar classes of customers.

We are typically paid a predetermined rate per load or per mile for our Truckload services. We enhance our revenue by charging for tractor and trailer detention, loading and unloading activities and other specialized services. Consistent with industry practice, our typical customer contracts (other than those contracts in which we have agreed to dedicate certain tractor and trailer capacity for use by specific customers) do not guarantee load levels or tractor availability. This gives us and our customers a certain degree of flexibility to negotiate rates up or down in response to changes in freight demand and trucking capacity. In our dedicated contract service offering, which comprised approximately 42.9% of our Truckload operating revenue, and approximately 43.3% of our Truckload revenue, before fuel surcharge, for 2021, we provide service under contracts with fixed terms, volumes and rates. Dedicated contracts are often used by our customers with high service and high priority freight, sometimes to replace private fleets previously operated by them.

Generally, in our Truckload segment, we receive fuel surcharges on the miles for which we are compensated by customers. Fuel surcharge revenue mitigates the effect of price increases over a negotiated base rate per gallon of fuel; however, these revenues may not fully protect us from all fuel price increases. Our fuel surcharges to customers may not fully recover all fuel increases due to engine idle time, out of route miles and non-revenue generating miles that are not generally billable to the customer, as well as to the extent the surcharge paid by the customer is insufficient. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of revenue miles we generate. Although our surcharge programs vary by customer, we generally attempt to negotiate an additional penny per mile charge for every five cent increase in the U.S. Department of Energy’s (the “DOE”) national average diesel fuel index over an agreed baseline price. Our fuel surcharges are billed on a lagging basis, meaning we typically bill customers in the current week based on a previous week’s applicable index. Therefore, in times of increasing fuel prices, we do not recover as much as we are currently paying for fuel. In periods of declining prices, the opposite is true. Based on the current status of our empty miles percentage and the fuel efficiency of our tractors, we believe that our fuel surcharge recovery is effective.

The main factors that affect our operating revenue in our Truckload segment are the average revenue per mile or load we receive from our customers, the percentage of miles for which we are compensated and the number of shipments and miles we generate. Our primary measures of revenue generation for our Truckload segment are average revenue per loaded mile and average revenue per tractor per period, in each case excluding fuel surcharge revenue.

In our Truckload segment, our most significant operating expenses vary with miles traveled and include (i) fuel, (ii) driver related expenses, such as wages, benefits, training and recruitment and (iii) costs associated with independent contractors (which are primarily included in the “Purchased transportation” line item). Expenses that have both fixed and variable components include maintenance and tire expense and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs include vehicle rent and depreciation of long term assets, such as revenue equipment and service center facilities, the compensation of non-driver personnel and other general and administrative expenses.

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Our Truckload segment requires substantial capital expenditures for purchase of new revenue equipment. We use a combination of operating leases and secured financing to acquire tractors and trailers, which we refer to as revenue equipment. When we finance revenue equipment acquisitions with operating leases, we record an operating lease right of use asset and an operating lease liability on our condensed consolidated balance sheet, and the lease payments in respect of such equipment are reflected in our condensed consolidated statement of comprehensive income (loss) in the line item “Vehicle rents.” When we finance revenue equipment acquisitions with secured financing, the asset and liability are recorded on our condensed consolidated balance sheet, and we record expense under “Depreciation and amortization” and “Interest expense.” Typically, the aggregate monthly payments are similar under operating lease financing and secured financing. We use a mix of finance leases and operating leases with individual decisions being based on competitive bids, tax projections and contractual restrictions. We expect our vehicle rents, depreciation and amortization and interest expense will be impacted by changes in the percentage of our revenue equipment acquired through operating leases versus equipment owned or acquired through finance leases. Because of the inverse relationship between vehicle rents and depreciation and amortization, we review both line items together.

Approximately 14.4% of our total tractor fleet was operated by independent contractors at June 30, 2022. Independent contractors provide a tractor and a driver and are responsible for all of the costs of operating their equipment and drivers, including interest and depreciation, vehicle rents, driver compensation, fuel and other expenses, in exchange for a fixed payment per mile or percentage of revenue per invoice plus a fuel surcharge pass through. Payments to independent contractors are recorded in the “Purchased transportation” line item. When independent contractors increase as a percentage of our total tractor fleet, our “Purchased transportation” line item typically will increase, with offsetting reductions in employee driver wages and related expenses, net of fuel (assuming all other factors remain equal). The reverse is true when the percentage of our total fleet operated by company drivers increases.

Brokerage Segment

In our Brokerage segment, we retain the customer relationship, including billing and collection, and we outsource the transportation of the loads to third-party carriers. For this segment, we rely on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers.

Our Brokerage segment revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through our third-party carriers and our ability to secure third-party carriers to transport customer freight. We generally do not have contracted long-term rates for the cost of third-party carriers, and we cannot assure that our results of operations will not be adversely impacted in the future if our ability to obtain third-party carriers changes or the rates of such providers increase.

The most significant expense of our Brokerage segment, which is primarily variable, is the cost of purchased transportation that we pay to third-party carriers, and is included in the “Purchased transportation” line item. This expense generally varies depending upon truckload capacity, availability of third-party carriers, rates charged to customers and current freight demand and customer shipping needs. Other operating expenses are generally fixed and primarily include the compensation and benefits of non-driver personnel (which are recorded in the “Salaries, wages and benefits” line item) and depreciation and amortization expense.

The key performance indicator in our Brokerage segment is gross margin percentage (which is calculated as Brokerage revenue less purchased transportation expense expressed as a percentage of total Brokerage operating revenue). Gross margin percentage can be impacted by the rates charged to customers and the costs of securing third-party carriers.

Our Brokerage segment does not require significant capital expenditures and is not asset intensive like our Truckload segment.

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Results of Operations

Revenue

We generate revenue from two primary sources: transporting freight for our customers (including related fuel surcharge revenue) and arranging for the transportation of customer freight by third-party carriers. We have two reportable segments: our Truckload segment and our Brokerage segment. Truckload revenue, before fuel surcharge and truckload fuel surcharge are primarily generated through trucking services provided by our two Truckload service offerings (OTR and dedicated contract). Brokerage revenue is primarily generated through brokering freight to third-party carriers.

Our total operating revenue is affected by certain factors that relate to, among other things, the general level of economic activity in the United States, customer inventory levels, specific customer demand, the level of capacity in the truckload and brokerage industry, the success of our marketing and sales efforts and the availability of drivers, independent contractors and third-party carriers.

A summary of our revenue generated for the three and six months ended June 30, 2022 and 2021 is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(dollars in thousands)				(dollars in thousands)
Revenue, before fuel surcharge	$	479,185	$	437,533	$	943,512	$	855,174
Fuel surcharge		74,518		37,488		127,379		70,607
Total operating revenue	$	553,703	$	475,021	$	1,070,891	$	925,781

For the quarter ended June 30, 2022, the primary factors driving the increases in total operating revenue and revenue, before fuel surcharge, were increased pricing in both our Truckload and Brokerage segment, increased available tractors, and increased fuel surcharge revenues partially offset by lower average revenue miles per tractor per week and decreased Brokerage loads.

For the six months ended June 30, 2022, the primary factors driving the increases in total operating revenue and revenue, before fuel surcharge, were increased pricing in both our Truckload and Brokerage segment, increased available tractors, increased miscellaneous revenues and increased fuel surcharge revenues partially offset by lower average revenue miles per tractor per week and decreased Brokerage loads.

A summary of our revenue generated by segment for the three and six months ended June 30, 2022 and 2021 is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(dollars in thousands)				(dollars in thousands)
Truckload revenue, before fuel surcharge	$	390,659	$	341,045	$	761,058	$	676,846
Fuel surcharge		74,518		37,488		127,379		70,607
Total Truckload operating revenue		465,177		378,533		888,437		747,453
Brokerage operating revenue		88,526		96,488		182,454		178,328
Total operating revenue	$	553,703	$	475,021	$	1,070,891	$	925,781

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The following is a summary of our key Truckload segment performance indicators, before fuel surcharge for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Over the road
Average revenue per tractor per week	$	3,909	$	3,837	$	3,875	$	3,778
Average revenue per mile	$	2.543	$	2.278	$	2.544	$	2.223
Average revenue miles per tractor per week		1,537		1,684		1,523		1,699
Average tractors		3,700		3,318		3,677		3,369
Dedicated
Average revenue per tractor per week	$	4,913	$	4,336	$	4,813	$	4,243
Average revenue per mile	$	2.883	$	2.448	$	2.849	$	2.420
Average revenue miles per tractor per week		1,704		1,772		1,690		1,753
Average tractors		2,665		2,531		2,620		2,603
Consolidated
Average revenue per tractor per week	$	4,328	$	4,053	$	4,266	$	3,981
Average revenue per mile	$	2.694	$	2.354	$	2.679	$	2.311
Average revenue miles per tractor per week		1,607		1,722		1,592		1,723
Average tractors		6,355		5,849		6,297		5,972

For the quarter ended June 30, 2022, the primary factors driving the increases in Truckload revenue were a 14.4% increase in average revenue per mile, a 8.7% increase in available tractors partially offset by a 6.7% decrease in average revenue miles per tractor per week. The increase in average revenue per mile was primarily due to a 20.1% increase in contractual rates partially offset by 9.2% decreases in spot rates. Fuel surcharge revenue increased by $37.0 million, or 98.8%, to $74.5 million, compared with $37.5 million in the second quarter of 2021.  The increase in fuel surcharge revenue primarily relates to increased fuel prices compared to the same quarter in 2021. The DOE national weekly average fuel price per gallon averaged approximately $2.25 per gallon higher for the second quarter of 2022 compared to the same quarter of 2021.

For the six months ended June 30, 2022, the primary factors driving the increases in Truckload revenue were a 15.9% increase in average revenue per mile, a 5.4% increase in available tractors, a $4.4 million increase in miscellaneous revenues partially offset by a 7.6% decrease in average revenue miles per tractor per week. The increase in average revenue per mile was primarily due to a 18.4% increase in contractual rates combined with 6.0% increases in spot rates Fuel surcharge revenue increased by $56.8 million, or 80.4%, to $127.4 million, compared with $70.6 million in the same period of 2021.  The increase in fuel surcharge revenue primarily relates to increased fuel prices compared to the same period in 2021. The DOE national weekly average fuel price per gallon averaged approximately $1.77 per gallon higher for the six months ended June 30, 2022 compared to the same period of 2021.

The key performance indicator of our Brokerage segment is gross margin percentage (Brokerage revenue less purchased transportation expense expressed as a percentage of total Brokerage operating revenue). Gross margin percentage can be impacted by the rates charged to customers and the costs of securing third-party carriers.

The following table lists the gross margin percentage for our Brokerage segment for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Gross margin percentage	20.6	%	12.0	%	16.9	%	12.9	%

For the quarter ended June 30, 2022, the primary factors driving the decrease in Brokerage revenue were a 25.0% decrease in load count offset by a 22.3% increase in average revenue per load. The increase in gross margin was due to

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the increase in average revenue per load of 22.3% exceeding the 10.4% increase in average cost per load as compared to the same quarter in 2021.

For the six months ended June 30, 2022, the primary factors driving the increase in Brokerage revenue were a 17.5% increase in average revenue per load offset by a 12.9% decrease in load count. The increase in gross margin was due to the increase in average revenue per load of 17.5% exceeding the 12.1% increase in average cost per load as compared to the same period in 2021.

Operating Expenses

For comparison purposes in the discussion below, we use total operating revenue and revenue, before fuel surcharge when discussing changes as a percentage of revenue. As it relates to the comparison of expenses to revenue, before fuel surcharge, we believe that removing fuel surcharge revenue, which is sometimes a volatile source of revenue affords a more consistent basis for comparing the results of operations from period-to-period.

Individual expense line items as a percentage of total operating revenue also are affected by fluctuations in the percentage of our revenue generated by independent contractor and brokerage loads.

Salaries, Wages and Benefits

Salaries, wages and benefits consist primarily of compensation for all employees. Salaries, wages and benefits are primarily affected by the total number of miles driven by company drivers, the rate per mile we pay our company drivers, employee benefits such as health care and workers’ compensation, and to a lesser extent by the number of, and compensation and benefits paid to, non-driver employees.

The following is a summary of our salaries, wages and benefits for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Salaries, wages and benefits	$	181,418		$	144,500		$	350,446		$	286,503
% of total operating revenue		32.8	%		30.4	%		32.7	%		30.9	%
% of revenue, before fuel surcharge		37.9	%		33.0	%		37.1	%		33.5	%

For the quarter ended June 30, 2022, the increase in salaries, wages and benefits was due primarily to $20.9 million in higher driver wages due primarily to a 10.7% increase in driver pay per mile combined with increased company driver miles of 11.2 million, an increase of $13.0 million in office wages due in part to a 13.6% increase in average headcount combined with an approximate 10.1% increase in average wages per employee as we continue to invest in our digital and strategic initiatives to create a platform that we believe will allow for us to significantly increase our revenues. During the second quarter of 2022, our group health and workers’ compensation expense increased 41.1% primarily due to increased group health claims expense as compared to the same quarter in 2021.

For the six months ended June 30, 2022, the increase in salaries, wages and benefits was due primarily to $35.1 million in higher driver wages due primarily to a 13.1% increase in driver pay per mile combined with increased company driver miles of 16.0 million, an increase of $24.0 million in office wages due in part to a 14.5% increase in average headcount combined with an approximate 9.8% increase in average wages per employee as we continue to invest in our digital and strategic initiatives to create a platform that we believe will allow for us to significantly increase our revenues. During the first six months of 2022, our group health and workers’ compensation expense increased 29.0% primarily due to increased group health claims expense partially offset by decreased workers compensation premiums and claims as compared to the same period in 2021.

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While the driver market remains tight, we have seen an improvement in the ability of large fleets to source drivers. In the near term, we believe salaries, wages and benefits will increase as a result of a tight driver market, wage inflation and higher healthcare costs. As a percentage of revenue, we expect salaries, wages and benefits will fluctuate based on our ability to generate offsetting increases in average revenue per total mile and the percentage of revenue generated by independent contractors and brokerage operations, for which payments are reflected in the “Purchased transportation” line item.

Fuel and Fuel Taxes

Fuel and fuel taxes consist primarily of diesel fuel expense and fuel taxes for our company-owned and leased tractors. The primary factors affecting our fuel and fuel taxes expense are the cost of diesel fuel, the miles per gallon we realize with our equipment and the number of miles driven by company drivers.

We believe that the most effective protection against net fuel cost increases in the near term is to maintain an effective fuel surcharge program and to operate a fuel-efficient fleet by incorporating fuel efficiency measures, such as auxiliary heating units, installation of aerodynamic devices on tractors and trailers and low-rolling resistance tires on our tractors, engine idle limitations and computer-optimized fuel-efficient routing of our fleet.

The following is a summary of our fuel and fuel taxes for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Fuel and fuel taxes	$	89,253		$	43,783		$	154,296		$	84,187
% of total operating revenue		16.1	%		9.2	%		14.4	%		9.1	%
% of revenue, before fuel surcharge		18.6	%		10.0	%		16.4	%		9.8	%

To measure the effectiveness of our fuel surcharge program, we calculate “net fuel expense” by subtracting fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors, which is included in purchased transportation) from our fuel expense. Our net fuel expense as a percentage of revenue, before fuel surcharge, is affected by the cost of diesel fuel net of surcharge collection, the percentage of miles driven by company tractors and our percentage of non-revenue generating miles, for which we do not receive fuel surcharge revenues. Net fuel expense as a percentage of revenue, before fuel surcharge, is shown below:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Total fuel surcharge revenue	$	74,518		$	37,488		$	127,379		$	70,607
Less: fuel surcharge revenue reimbursed to independent contractors		13,037			8,422			22,634			16,082
Company fuel surcharge revenue		61,481			29,066			104,745			54,525
Total fuel and fuel taxes	$	89,253		$	43,783		$	154,296		$	84,187
Less: company fuel surcharge revenue		61,481			29,066			104,745			54,525
Net fuel expense	$	27,772		$	14,717		$	49,551		$	29,662
% of total operating revenue		5.0	%		3.1	%		4.6	%		3.2	%
% of revenue, before fuel surcharge		5.8	%		3.4	%		5.3	%		3.5	%

For the quarter ended June 30, 2022, the increase in net fuel expenses was primarily the result of a 79.8% increase in the average company fuel price per gallon combined with a 10.1% increase in company miles partially offset by a $32.4 million increase in company fuel surcharge revenue compared to the same quarter in 2021. During the second quarter of

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2022, we experienced a significant sequential increase in fuel prices which led to higher net fuel expense as our increased fuel surcharges to our customers were chasing the rising costs throughout the quarter.

For the six months ended June 30, 2022, the increase in net fuel expenses was primarily the result of a 67.2% increase in the average company fuel price per gallon combined with a 7.1% increase in company miles partially offset by a $50.2 million increase in company fuel surcharge revenue compared to the same period in 2021. During the first six months of 2022, we experienced a significant sequential increase in fuel prices which led to higher net fuel expense as our increased fuel surcharges to our customers were chasing the rising costs throughout the quarter.

In the near term, our net fuel expense is expected to fluctuate as a percentage of total operating revenue and revenue, before fuel surcharge, based on factors such as diesel fuel prices, the percentage recovered from fuel surcharge programs, the percentage of uncompensated miles, the percentage of revenue generated by independent contractors, and the percentage of revenue generated by team-driven tractors (which tend to generate higher miles and lower revenue per mile, thus proportionately more fuel cost as a percentage of revenue).

Vehicle Rents and Depreciation and Amortization

Vehicle rents consist primarily of payments for tractors and trailers financed with operating leases. The primary factors affecting this expense item include the size and age of our tractor and trailer fleets, the cost of new equipment and the relative percentage of owned versus leased equipment.

Depreciation and amortization consists primarily of depreciation for owned tractors and trailers and to a lesser extent computer software amortization. The primary factors affecting these expense items include the size and age of our tractor and trailer fleets, the cost of new equipment and the relative percentage of owned equipment and equipment acquired through debt or finance leases versus equipment leased through operating leases. We use a mix of finance leases and operating leases to finance our revenue equipment with individual decisions being based on competitive bids and tax projections. Gains or losses realized on the sale of owned revenue equipment are included in depreciation and amortization for reporting purposes.

Vehicle rents and depreciation and amortization are closely related because both line items fluctuate depending on the relative percentage of owned equipment and equipment acquired through finance leases versus equipment leased through operating leases. Vehicle rents increase with greater amounts of equipment acquired through operating leases, while depreciation and amortization increases with greater amounts of owned equipment and equipment acquired through finance leases. Because of the inverse relationship between vehicle rents and depreciation and amortization, we review both line items together.

The following is a summary of our vehicle rents and depreciation and amortization for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Vehicle rents	$	24,336		$	21,547		$	48,630		$	43,010
Depreciation and amortization, net of (gains) losses on sale of property		14,929			23,205			33,646			45,587
Vehicle rents and depreciation and amortization of property and equipment	$	39,265		$	44,752		$	82,276		$	88,597
% of total operating revenue		7.1	%		9.4	%		7.7	%		9.6	%
% of revenue, before fuel surcharge		8.2	%		10.2	%		8.7	%		10.4	%

For the quarter ended June 30, 2022, the increase in vehicle rents in absolute dollar terms was primarily due to increased tractors and trailers financed under operating leases compared to the same quarter in 2021. The decrease in

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depreciation and amortization, net of (gains) losses on sale of property, is primarily due to a gain on sale of equipment of $1.0 million compared to a loss of $2.9 million and a $4.0 million gain on the sale of a terminal facility which was being leased by a former subsidiary, a decrease in the number of owned trailers and a decrease in average deprecation per tractor as compared to the same quarter in 2021 partially offset by increased number of owned tractors and increased computer software amortization.

For the six months ended June 30, 2022, the increase in vehicle rents in absolute dollar terms was primarily due to increased tractors and trailers financed under operating leases compared to the same period in 2021. The decrease in depreciation and amortization, net of (gains) losses on sale of property, is primarily due to a gain on sale of equipment of $1.3 million compared to a loss of $4.6 million and a $4.0 million gain on the sale of a terminal facility which was being leased by a former subsidiary, a decrease in the number of owned trailers and a decrease in average depreciation per tractor as compared to the same period in 2021. The decrease in loss on sale is due in part to the equipment mix sold and the favorable used tractor and trailer market combined with decreased sales as compared to the same period in 2021.

For calendar year 2022, excluding any change in our percentage allocation of owned versus leased equipment due to available financing terms, we expect to spend approximately $130.0 million to $150.0 million in net capital expenditures which will keep the average age of our equipment relatively constant. This amount could expand to fund additional profitable growth opportunities.

Purchased Transportation

Purchased transportation consists of the payments we make to independent contractors, including fuel surcharge reimbursements paid to independent contractors, in our Truckload segment, and payments to third-party carriers in our Brokerage segment.

The following is a summary of our purchased transportation for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Purchased transportation	$	140,185		$	157,489		$	290,769		$	299,150
% of total operating revenue		25.3	%		33.2	%		27.2	%		32.3	%
% of revenue, before fuel surcharge		29.3	%		36.0	%		30.8	%		35.0	%

Because we reimburse independent contractors for fuel surcharges we receive, we subtract fuel surcharge revenue reimbursed to them from our purchased transportation. The result, referred to as purchased transportation, net of fuel surcharge reimbursements, is evaluated as a percentage of total operating revenue and as a percentage of revenue, before fuel surcharge, as shown below:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Purchased transportation	$	140,185		$	157,489		$	290,769		$	299,150
Less: fuel surcharge revenue reimbursed to independent contractors		13,037			8,422			22,634			16,082
Purchased transportation, net of fuel surcharge reimbursement	$	127,148		$	149,067		$	268,135		$	283,068
% of total operating revenue		23.0	%		31.4	%		25.0	%		30.6	%
% of revenue, before fuel surcharge		26.5	%		34.1	%		28.4	%		33.1	%

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For the quarter ended June 30, 2022, the decrease in purchased transportation, net of fuel surcharge reimbursement reflected a 25.0% decrease in Brokerage loads combined with a 28.7% decrease in independent contractor miles partially offset by a 10.4% increase in average cost per Brokerage load as compared to the same quarter in 2021.

For the six months ended June 30, 2022, the decrease in purchased transportation, net of fuel surcharge reimbursement reflected a 12.9% decrease in Brokerage loads combined with a 31.7% decrease in independent contractor miles partially offset by a 12.1% increase in average cost per Brokerage load as compared to the same period in 2021. This expense category will fluctuate with the number and percentage of loads hauled by independent contractors and third-party carriers, as well as the amount of fuel surcharge revenue passed through to independent contractors.

If industry-wide trucking capacity tightens in relation to freight demand, we may need to increase the amounts we pay to third-party carriers and independent contractors, which could increase this expense category on an absolute basis and as a percentage of total operating revenue and revenue, before fuel surcharge, absent an offsetting increase in revenue. Currently, we are experiencing a softer market which has resulted in lower amounts paid to third party carriers on a per load basis excluding the impact of fuel. We continue to actively attempt to expand our Brokerage segment.

Operating Expenses and Supplies

Operating expenses and supplies consist primarily of ordinary vehicle repairs and maintenance costs, driver on-the-road expenses, tolls and driver recruiting and training costs. Operating expenses and supplies are primarily affected by the age of our company-owned and leased fleet of tractors and trailers, the number of miles driven in a period and driver turnover.

The following is a summary of our operating expenses and supplies expense for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Operating expenses and supplies	$	47,679		$	34,443		$	92,493		$	66,958
% of total operating revenue		8.6	%		7.3	%		8.6	%		7.2	%
% of revenue, before fuel surcharge		10.0	%		7.9	%		9.8	%		7.8	%

For the quarter ended June 30, 2022, the primary factors driving the increase in operating expenses and supplies were increased driver hiring costs combined with increased tractor and trailer maintenance due in part to increased company tractors and miles as compared to the same quarter in 2021.

For the six months ended June 30, 2022, the primary factors driving the increase in operating expenses and supplies were increased driver hiring costs combined with increased tractor and trailer maintenance due in part to increased company tractors and miles as compared to the same period in 2021.

Insurance Premiums and Claims

Insurance premiums and claims consists primarily of retained amounts for liability (personal injury and property damage), physical damage and cargo damage, as well as insurance premiums. The primary factors affecting our insurance premiums and claims are the frequency and severity of accidents, trends in the development factors used in our actuarial accruals and developments in large, prior year claims. The number of accidents tends to increase with the miles we travel. With our significant retained amounts, insurance claims expense may fluctuate significantly and impact the cost of insurance premiums and claims from period-to-period, and any increase in frequency or severity of claims or adverse loss development of prior period claims would adversely affect our financial condition and results of operations.

Page 30

The following is a summary of our insurance premiums and claims expense for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
Insurance premiums and claims	$	23,401		$	18,933		$	43,540		$	40,710
% of total operating revenue		4.2	%		4.0	%		4.1	%		4.4	%
% of revenue, before fuel surcharge		4.9	%		4.3	%		4.6	%		4.8	%

For the three and six months ended June 30, 2022, the primary factor driving the increase in insurance premiums and claims was increased auto liability premiums and claims as compared to the same quarter and period in 2021 due primarily to the settlement of an older claim of $3.4 million in excess of reserves.

General and Other Operating Expenses

General and other operating expenses consist primarily of legal and professional services fees, general and administrative expenses and other costs.

The following is a summary of our general and other operating expenses for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(dollars in thousands)						(dollars in thousands)
General and other operating expenses	$	18,418		$	16,004		$	35,737		$	30,904
% of total operating revenue		3.3	%		3.4	%		3.3	%		3.3	%
% of revenue, before fuel surcharge		3.8	%		3.7	%		3.8	%		3.6	%

For the three and six months ended June 30, 2022, general and other expenses increased primarily due to computer software services along with increased travel and entertainment expense as compared to the same quarter and period in 2021.

Interest Expense

Interest expense consists of cash interest and amortization of deferred financing fees.

The following is a summary of our interest expense for the three and six months ended June 30, 2022 and 2021:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(dollars in thousands)				(dollars in thousands)
Interest expense, excluding non-cash items	$	4,435	$	3,406	$	8,091	$	6,925
Deferred financing amortization		151		151		302		311
Interest expense, net	$	4,586	$	3,557	$	8,393	$	7,244

For the three and six months ended June 30, 2022, interest expense increased primarily due to increased borrowing as compared to the same quarter and period in 2021. We expect our interest expense to increase sequentially as a result of rising interest rates and to be approximately $18.0 million for the full year.

Page 31

Other

During the second quarter of 2022, we recorded an unrealized loss of $1.8 million related to our investment in TuSimple compared to a $20.2 million gain in the same quarter in 2021. For the six months ended June 30, 2022, we recorded an unrealized loss of  $10.1 million related to our investment in TuSimple partially offset by a gain of $1.3 million related to the sale of Arnold Transportation, Inc. in 2020 compared to an unrealized gain of $20.2 million in the same period of 2021.

Liquidity and Capital Resources

Overview

Our business requires substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal and interest payments on our obligations, lease payments, letters of credit to support insurance requirements and tax payments when we generate taxable income. Recently, we have financed our capital requirements with borrowings under our Credit Facility, cash flows from operating activities, direct equipment financing, finance leases, operating leases and proceeds from equipment sales.

We believe we can fund our expected cash needs, including debt repayment, in the short-term with projected cash flows from operating activities, borrowings under our Credit Facility and direct debt and lease financing we believe to be available for at least the next 12 months. Over the long-term, we expect that we will continue to have significant capital requirements, which may require us to seek additional borrowings, lease financing or equity capital. We have obtained a significant portion of our revenue equipment under operating leases, which are not reflected as net capital expenditures, but are recorded as operating lease liabilities on our balance sheet. The availability of financing and equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions.

Sources of Liquidity

Credit Facility

On January 28, 2020, we entered into the Credit Facility and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million.

The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025.  Borrowings under the Credit Facility are classified as either “base rate loans” or “eurodollar rate loans”.  Base rate loans accrue interest at a base rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) LIBOR plus 1.00% plus an applicable margin that was set at 0.50% through June 30, 2020 and adjusted quarterly thereafter between 0.25% and 0.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility.  Eurodollar rate loans accrue interest at LIBOR plus an applicable margin that was set at 1.50% through June 30, 2020 and adjusted quarterly thereafter between 1.25% and 1.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility.  The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million.  An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility.  The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible

Page 32

revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0.  The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base or revolving credit facility or (B) $20.0 million. Based on excess availability as of June 30, 2022, there was no fixed charge coverage ratio requirement.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated.  The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

At June 30, 2022, the Credit Facility had issued collateralized letters of credit in the face amount of $28.3 million, with $69.2 million in borrowings outstanding and $152.5 million available to borrow. We do not anticipate material liquidity constraints or any issues with our ongoing ability to remain in compliance with our Credit Facility in the foreseeable future.

Cash Flows

Our summary statements of cash flows for the six months ended June 30, 2022 and 2021 are set forth in the table below:

	Six Months Ended
	June 30,
	2022		2021
	(dollars in thousands)
Net cash provided by (used in) operating activities	$	20,792	$	40,401
Net cash used in investing activities	$	(66,921)	$	(15,191)
Net cash provided by (used in) financing activities	$	43,579	$	(25,440)

Operating Activities

The decrease in cash flows from operating activities was due primarily to a $25.0 million decrease in our net income adjusted for noncash items offset by a $4.3 million decrease in operating assets and a $1.1 million increase in operating liabilities. Our operating assets decreased $4.3 million during the six months ended June 30, 2022 primarily due to decreased receivables as compared to the same period in 2021 partially offset by increased current and long term prepaids related to software licenses as compared to the prior period in 2021. Our operating liabilities increased $1.1 million  due in part to increased accrued wages and benefits related to timing of payments. Our decrease in net income adjusted for noncash items was due in part to decreased average revenue miles per tractor per week, increased fuel costs per mile and increased driver and office payroll per mile partially offset by increased gross margin at Brokerage, increased revenue per mile of 15.9% and increased available tractors.

Investing Activities

For the six months ended June 30, 2022, net cash flows used in investing activities increased primarily as a result of increased tractor purchases combined with decreased proceeds from sales of used equipment compared to 2021. During 2022, our miscellaneous capital expenditures increased $6.7 million primarily due to increased computer software and terminal renovations offset by increased proceeds of $8.2 million related to the sale of a terminal as compared to 2021. We expect our net capital expenditures for calendar year 2022 will approximate $130.0 million to $150.0 million to execute our equipment replacement strategy and miscellaneous capital expenditures and will be financed with cash from operations, borrowings on the Credit Facility and secured debt financing. If our growth strategy gains momentum beyond our current expectations, we may need to increase our capital expenditures to fund additional profitable growth opportunities.

Page 33

Financing Activities

The increase in net cash flows provided by financing activities is due in part to increased borrowings under our Credit Facility as compared to the same period in 2021.

Working Capital

As of June 30, 2022, we had a working capital deficit of $101.5 million, representing a $57.2 million decrease in our working capital from June 30, 2021. When we analyze our working capital, we typically exclude balloon payments in the current maturities of long-term debt and current portion of operating lease liabilities as these payments are typically either funded with the proceeds from equipment sales or addressed by extending the maturity of such payments. We believe this facilitates a more meaningful analysis of our changes in working capital from period-to-period. Excluding balloon payments included in current maturities of long-term debt and current portion of operating lease liabilities as of June 30, 2022, we had a working capital deficit of $34.3 million, compared with a working capital deficit of $23.1 million at June 30, 2021. The decrease in working capital was primarily the result of increased accounts payable and accrued wages and benefits partially offset by increased customer receivables.

Working capital deficits are common to many trucking companies that operate by financing revenue equipment purchases through borrowing, or lease arrangements. When we finance revenue equipment through borrowing or lease arrangements, the principal amortization or, in the case of operating leases, the present value of the lease payments scheduled for the next twelve months, is categorized as a current liability, although the revenue equipment and operating lease right of use assets are classified as long-term assets. Consequently, each acquisition of revenue equipment financed with borrowing, or lease arrangements decreases working capital. We believe a working capital deficit has little impact on our liquidity. Based on our expected financial condition, net capital expenditures, results of operations, related net cash flows, borrowings under our Credit Facility, direct debt and lease financing, and other sources of financing, we believe our working capital and sources of liquidity will be adequate to meet our current and projected needs and we do not expect to experience material liquidity constraints in the foreseeable future.

Seasonality

In the trucking industry, revenue has historically decreased as customers reduce shipments following the winter holiday season and as inclement weather impedes operations. At the same time, operating expenses have generally increased, with fuel efficiency declining because of engine idling and weather, causing more physical damage equipment repairs and insurance claims and costs. For the reasons stated, first quarter results historically have been lower than results in each of the other three quarters of the year. However, cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry. Over the past several years, we have seen increases in demand at varying times, including surges between Thanksgiving and the year-end holiday season.

Contractual Obligations

During the six months ended June 30, 2022, there were no material changes in our commitments or contractual obligations.

Critical Accounting Policies

We have reviewed our critical accounting policies and considered whether any new critical accounting estimates or other significant changes to our accounting policies require any additional disclosures. There have been no significant changes to our accounting policies since the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks have not changed materially from the market risks reported in our Annual Report on Form 10-K for the year ended December 31, 2021.

Page 34

ITEM 4.           CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2022. This evaluation is performed to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s  rules and forms. The CEO and CFO have concluded that our disclosure controls and procedures were effective to provide reasonable assurance as of June 30, 2022.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended June 30, 2022, there were no material changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II           OTHER INFORMATION

ITEM 1.            LEGAL PROCEEDINGS

We are involved in various other litigation and claims primarily arising in the normal course of business, which include claims for personal injury or property damage incurred in the transportation of freight. Our insurance program for liability, physical damage and cargo damage involves varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts that management considers to be adequate. Based on its 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 materially adverse effect on us. Information relating to legal proceedings is included in Note 7 to our unaudited condensed consolidated financial statements, and is incorporated herein by reference.

ITEM 1A.         RISK FACTORS

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Annual Report on Form 10-K for the year ended December 31, 2021, in the section entitled "Item 1A. Risk Factors," describe some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.

ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended June 30, 2022, we did not engage in unregistered sales of securities or any other transactions required to be reported under this Item 2 of Part II on Form 10-Q.

The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under the Credit Facility.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Page 35

ITEM 4.           MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.           OTHER INFORMATION

Not applicable.

ITEM 6.           EXHIBITS

Exhibit Number	Description
3.1	Third Amended and Restated Articles of Incorporation of U.S. Xpress Enterprises, Inc. (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on June 2, 2020).
3.2	Third Amended and Restated Bylaws of U.S. Xpress Enterprises, Inc. (incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K filed on filed on June 2, 2020).
31.1#	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Eric Fuller, the Company’s Principal Executive Officer
31.2#	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Eric Peterson, the Company’s Principal Financial Officer
32.1##	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Eric Fuller, the Company’s Chief Executive Officer
32.2##	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Eric Peterson, the Company’s Chief Financial Officer
101.INS#	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH#	Inline XBRL Taxonomy Extension Schema Document
101.CAL#	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE#	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104#	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

#     Filed herewith.

##   Furnished herewith.

SIGNATURE

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

	U.S. XPRESS ENTERPRISES, INC.
Date: August 3, 2022	By:	/s/ Eric Peterson
		Eric Peterson
		Chief Financial Officer

Page 36

EX-31.1

Exhibit 31.1

I, Eric Fuller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of U.S. Xpress Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 3, 2022	/s/ Eric Fuller
	Eric Fuller
	Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Eric Peterson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of U.S. Xpress Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2022	/s/ Eric Peterson
	Eric Peterson Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of U.S. Xpress Enterprises, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric Fuller, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2022	/s/ Eric Fuller
	Eric Fuller
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to U.S. Xpress Enterprises, Inc. and will be retained by U.S. Xpress Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of U.S. Xpress Enterprises, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric Peterson, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August
Date: August 3, 2022	/s/ Eric Peterson
	Eric Peterson
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to U.S. Xpress Enterprises, Inc. and will be retained by U.S. Xpress Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Jul. 29, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-38528
Entity Registrant Name	US XPRESS ENTERPRISES INC
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	62-1378182
Entity Address, Address Line One	4080 Jenkins Road
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421
City Area Code	423
Local Phone Number	510-3000
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	USX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000923571
Amendment Flag	false
Common Stock Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,777,083
Common Stock Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		35,694,436

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 3,145	$ 5,695
Customer receivables, net of allowance of $44 and $11 at June 30, 2022 and December 31, 2021, respectively	247,721	231,687
Other receivables	18,800	18,046
Prepaid insurance and licenses	11,654	13,867
Operating supplies	10,613	9,550
Assets held for sale	16,713	11,831
Other current assets	28,058	32,020
Total current assets	336,704	322,696
Property and equipment, at cost	927,939	890,933
Less accumulated depreciation and amortization	(377,926)	(370,112)
Net property and equipment	550,013	520,821
Other assets
Operating lease right of use assets	292,373	292,347
Goodwill	59,221	59,221
Intangible assets, net	23,956	24,129
Other	48,862	50,829
Total other assets	424,412	426,526
Total assets	1,311,129	1,270,043
Current liabilities
Accounts payable	124,768	126,910
Book overdraft	4,438	7,096
Accrued wages and benefits	51,010	45,011
Claims and insurance accruals, current	46,042	44,309
Other accrued liabilities	5,550	5,962
Current portion of operating lease liabilities	92,833	88,375
Current maturities of long-term debt and finance leases	113,599	85,117
Total current liabilities	438,240	402,780
Liabilities, Noncurrent [Abstract]
Long-term debt and finance leases, net of current maturities	308,069	290,392
Less unamortized discount and debt issuance costs	(333)	(357)
Net long-term debt and finance leases	307,736	290,035
Deferred income taxes	21,384	24,301
Other long-term liabilities	25,431	14,457
Claims and insurance accruals, long-term	43,933	54,819
Noncurrent operating lease liabilities	201,784	205,362
Commitments and contingencies (Note 7)
Stockholders' equity
Additional paid-in capital	270,873	267,621
Retained earnings (deficit)	(1,016)	8,440
Stockholders' equity	270,369	276,566
Noncontrolling interest	2,252	1,723
Total stockholders' equity	272,621	278,289
Total liabilities and stockholders' equity	1,311,129	1,270,043
Common Stock Class A
Stockholders' equity
Common stock	354	348
Common Stock Class B
Stockholders' equity
Common stock	$ 158	$ 157

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Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Allowance	$ 44	$ 11
Common Stock Class A
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	140,000,000	140,000,000
Common stock, shares issued (in shares)	35,425,723	34,831,118
Common stock, shares outstanding (in shares)	35,425,723	34,831,118
Common Stock Class B
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	15,777,083	15,657,089
Common stock, shares outstanding (in shares)	15,777,083	15,657,089

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Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating revenue
Revenue	$ 553,703	$ 475,021	$ 1,070,891	$ 925,781
Operating expenses
Salaries, wages, and benefits	181,418	144,500	350,446	286,503
Fuel and fuel taxes	89,253	43,783	154,296	84,187
Vehicle rents	24,336	21,547	48,630	43,010
Depreciation and amortization, net of (gain) loss on sale of property	14,929	23,205	33,646	45,587
Operating expenses and supplies	47,679	34,443	92,493	66,958
Insurance premiums and claims	23,401	18,933	43,540	40,710
Operating taxes and licenses	3,752	3,247	7,668	6,516
Communications and utilities	3,864	2,964	7,408	5,352
General and other operating expenses	18,418	16,004	35,737	30,904
Total operating expenses	547,235	466,115	1,064,633	908,877
Operating income	6,468	8,906	6,258	16,904
Other expense
Interest expense, net	4,586	3,557	8,393	7,244
Other expense	1,757	(20,191)	8,862	(20,191)
Nonoperating Income (Expense), Total	6,343	(16,634)	17,255	(12,947)
Income (loss) before income tax provision	125	25,540	(10,997)	29,851
Income tax provision (benefit)	79	6,443	(2,070)	8,093
Net total and comprehensive income (loss)	46	19,097	(8,927)	21,758
Net total and comprehensive income attributable to noncontrolling interest	600	1	529	124
Net total and comprehensive income (loss) attributable to controlling interest	$ (554)	$ 19,096	$ (9,456)	$ 21,634
Earnings (loss) per share
Basic earnings (loss) per share (in dollars per share)	$ (0.01)	$ 0.38	$ (0.19)	$ 0.43
Basic weighted average shares outstanding (in shares)	51,221	50,334	51,036	50,156
Diluted earnings (loss) per share (in dollars per share)	$ (0.01)	$ 0.37	$ (0.19)	$ 0.42
Diluted weighted average shares outstanding (in shares)	51,221	51,848	51,036	51,705
Cargo and Freight [Member]
Operating revenue
Revenue	$ 479,185	$ 437,533	$ 943,512	$ 855,174
Fuel Surcharge [Member]
Operating revenue
Revenue	74,518	37,488	127,379	70,607
Shipping and Handling [Member]
Operating expenses
Purchased transportation	$ 140,185	$ 157,489	$ 290,769	$ 299,150

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net income (loss)	$ (8,927)	$ 21,758
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax provision (benefit)	(2,917)	7,624
Depreciation and amortization	38,983	41,036
(Gains) losses on sale of equipment	(5,337)	4,551
Share based compensation	2,965	3,791
Other	(926)	381
Unrealized loss (gain) on equity investment	10,120	(20,191)
Changes in operating assets and liabilities:
Receivables	(17,502)	(27,163)
Prepaid insurance and licenses	2,283	4,580
Operating supplies	(993)	(724)
Other assets	(4,789)	(1,967)
Accounts payable and other accrued liabilities	2,025	5,954
Accrued wages and benefits	5,807	771
Net cash provided by operating activities	20,792	40,401
Investing activities
Payments for purchases of property and equipment	(94,448)	(62,851)
Proceeds from sales of property and equipment	27,527	47,660
Net cash used in investing activities	(66,921)	(15,191)
Financing activities
Borrowings under lines of credit	262,100	138,812
Payments under lines of credit	(216,800)	(123,812)
Borrowings under long-term debt	44,514	38,116
Payments of long-term debt and finance leases	(44,191)	(83,961)
Payments of financing costs		(100)
Tax withholding related to net share settlement of restricted stock awards	(431)	(1,211)
Proceeds from issuance of common stock under ESPP	725	538
Proceeds from long-term consideration for sale of subsidiary	320	305
Book overdraft	(2,658)	5,873
Net cash provided by (used in) financing activities	43,579	(25,440)
Net change in cash and cash equivalents	(2,550)	(230)
Cash and cash equivalents
Beginning of year	5,695	5,505
End of period	3,145	5,275
Supplemental disclosure of cash flow information
Cash paid during the year for interest	8,175	6,956
Cash paid during the year for income taxes	839	720
Supplemental disclosure of significant noncash investing and financing activities
Uncollected proceeds from asset sales	643
Property and equipment amounts accrued in accounts payable	1,767	2,901
Finance lease additions	$ 536	$ 5,572

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Unaudited Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member] Common Stock Class A	Common Stock [Member] Common Stock Class B	Additional Paid in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Stockholders' Equity, Beginning Balance at Dec. 31, 2020	$ 340	$ 157	$ 261,338	$ (2,430)	$ 1,452	$ 260,857
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation			2,134			2,134
Vesting of restricted stock	3	1	(919)			(915)
Issuance of common stock under ESPP	1		537			538
Conversion of Class B stock to Class A stock	1	(1)
Net income (loss)				2,538	123	2,661
Stockholders' Equity, Ending Balance at Mar. 31, 2021	345	157	263,090	108	1,575	265,275
Stockholders' Equity, Beginning Balance at Dec. 31, 2020	340	157	261,338	(2,430)	1,452	260,857
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)						21,758
Stockholders' Equity, Ending Balance at Jun. 30, 2021	347	156	264,450	19,204	1,576	285,733
Stockholders' Equity, Beginning Balance at Mar. 31, 2021	345	157	263,090	108	1,575	265,275
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation			1,657			1,657
Vesting of restricted stock	1		(297)			(296)
Conversion of Class B stock to Class A stock	1	(1)
Net income (loss)				19,096	1	19,097
Stockholders' Equity, Ending Balance at Jun. 30, 2021	347	156	264,450	19,204	1,576	285,733
Stockholders' Equity, Beginning Balance at Dec. 31, 2021	348	157	267,621	8,440	1,723	278,289
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation			1,456			1,456
Vesting of restricted stock	4	1	(413)			(408)
Issuance of common stock under ESPP	1		724			725
Net income (loss)				(8,902)	(71)	(8,973)
Stockholders' Equity, Ending Balance at Mar. 31, 2022	353	158	269,388	(462)	1,652	271,089
Stockholders' Equity, Beginning Balance at Dec. 31, 2021	348	157	267,621	8,440	1,723	278,289
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)						(8,927)
Stockholders' Equity, Ending Balance at Jun. 30, 2022	354	158	270,873	(1,016)	2,252	272,621
Stockholders' Equity, Beginning Balance at Mar. 31, 2022	353	158	269,388	(462)	1,652	271,089
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation			1,509			1,509
Vesting of restricted stock	1		(24)			(23)
Net income (loss)				(554)	600	46
Stockholders' Equity, Ending Balance at Jun. 30, 2022	$ 354	$ 158	$ 270,873	$ (1,016)	$ 2,252	$ 272,621

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Organization and Operations

6 Months Ended

Jun. 30, 2022

Organization and Operations

Organization and Operations

1.        Organization and Operations

U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and third-party carriers through our non-asset-based freight brokerage network. The Company has two reportable segments, Truckload and Brokerage. Our Truckload segment offers asset-based truckload services, including over-the-road (“OTR”) trucking and dedicated contract services. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to third-party carriers.

Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, the rights and preferences of which may be designated by the Board of Directors.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.        Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature.

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2021 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021.

Impairment of Long Lived Assets

The Company reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of the expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. During the six months ended June

30, 2022, we incurred a non-cash adjustment of $2.2 million due to an obsolete technology write off and recognized $2.2 million in amortization expense.

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Income Taxes

6 Months Ended

Jun. 30, 2022

Income Taxes

Income Taxes

3.        Income Taxes

The Company’s provision for income taxes for the three and six months ended June 30, 2022 and 2021 is based on the estimated annual effective tax rate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three and six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Income (loss) before income tax provision (benefit)	$	125		$	25,540		$	(10,997)		$	29,851
Income tax provision (benefit)		79			6,443			(2,070)			8,093
Effective tax rate		63.2	%		25.2	%		18.8	%		27.1	%

The difference between the Company’s effective tax rate for the three and six months ended June 30, 2022 and 2021 and the US statutory rate of 21% primarily relates to nondeductible expenses, federal income tax credits, state income taxes (net of federal benefit), adjustments to valuation allowances, and certain discrete items.

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Investments

6 Months Ended

Jun. 30, 2022

Investments

Investments

4.        Investments

At March 31, 2021, we held a $5.0 million investment consisting of 353,604 shares in TuSimple, a self-driving technology company. Effective April 15, 2021, TuSimple completed their initial public offering at a closing price of $40.00 per share. As we have a readily determinable fair value based on quoted market prices, which makes this a Level 1 fair value measurement, we adjust the investment to fair value at each reporting period. We recognized an unrealized loss (gain) of $1.8 million and ($20.2) million during the three months ended June 30, 2022 and 2021, respectively, and $10.1 million and ($20.2) million during the six months ended June 30, 2022, and 2021, respectively, in other expense within the unaudited condensed consolidated statements of comprehensive income (loss). The fair value of the investment is $2.6 million and is included in other noncurrent assets on the accompanying unaudited consolidated balance sheets.

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Long-term Debt

6 Months Ended

Jun. 30, 2022

Long-term Debt

Long-Term Debt

5.        Long-Term Debt

Long-term debt at June 30, 2022 and December 31, 2021 consists of the following (in thousands):

	June 30, 2022		December 31, 2021
Line of credit, maturing January 2025	$	69,200	$	23,900
Revenue equipment installment notes with finance companies, weighted average interest rate of 3.6% and 3.7% at June 30, 2022 and December 31, 2021, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $333.0 million and $316.9 million at June 30, 2022 and December 31, 2021		319,203		310,420
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at June 30, 2022 and December 31, 2021 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $32.5 million and $33.0 million at June 30, 2022 and December 31, 2021		23,859		24,587
Other		1,491		8,444
		413,753		367,351
Less: Debt issuance costs		(333)		(357)
Less: Current maturities of long-term debt		(111,828)		(83,584)
	$	301,592	$	283,410

Credit Facility

On January 28, 2020, we entered into a new credit facility (the “Credit Facility”) and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million.

The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025. Borrowings under the Credit Facility are classified as either “base rate loans” or “eurodollar rate loans”. Base rate loans accrue interest at a base rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) LIBOR plus 1.00% plus an applicable margin that was set at 0.50% through June 30, 2020 and adjusted quarterly thereafter between 0.25% and 0.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. Eurodollar rate loans accrue interest at LIBOR plus an applicable margin that was set at 1.50% through June 30, 2020 and adjusted quarterly thereafter between 1.25% and 1.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility.

Borrowings under the new Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base

or revolving credit facility or (B) $20.0 million. Based on excess availability as of June 30, 2022, there was no fixed charge coverage ratio requirement.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

At June 30, 2022, the Credit Facility had issued collateralized letters of credit in the face amount of $28.3 million, with $69.2 million in borrowings outstanding and $152.5 million available to borrow.

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Leases

6 Months Ended

Jun. 30, 2022

Leases

Leases

6.        Leases

We have operating and finance leases with terms of 1 year to 16 years for certain revenue and service equipment and office and terminal facilities.

The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands):

Leases	Classification	June 30, 2022
Assets
Operating	Operating lease right-of-use assets	$	292,373
Finance	Property and equipment, net		7,193
Total leased assets		$	299,566
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	92,833
Finance	Current maturities of long-term debt and finance leases		1,771
Noncurrent
Operating	Noncurrent operating lease liabilities		201,784
Finance	Long-term debt and finance leases, net of current maturities		6,144
Total lease liabilities		$	302,532

The table below presents certain information related to the lease costs for finance and operating leases (in thousands):

		Three Months Ended				Six Months Ended
		June 30,				June 30,
Lease Cost	Classification	2022		2021		2022		2021
Operating lease cost	Vehicle rents and General and other operating	$	25,905	$	23,172	$	52,270	$	46,263
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		470		543		671		971
Interest on lease liabilities	Interest expense		112		163		227		271
Short-term lease cost	Vehicle rents and General and other operating		373		1,220		783		2,563
Total lease cost		$	26,860	$	25,098	$	53,951	$	50,068

	Six Months Ended
	June 30,
Cash Flow Information	2022		2021
Cash paid for operating leases included in operating activities	$	52,270	$	46,263
Cash paid for finance leases included in operating activities	$	227	$	271
Cash paid for finance leases included in financing activities	$	778	$	1,082
Operating lease right-of-use assets obtained in exchange for lease obligations	$	51,408	$	15,148

Noncash lease expense was $53.2 million and $46.4 million during the six months ended June 30, 2022 and 2021, respectively.

	June 30, 2022
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.8	3.9	%
Finance leases	7.7	5.5	%
	June 30, 2021
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.9	4.0	%
Finance leases	8.2	5.9	%

As of June 30, 2022, future maturities of lease liabilities were as follows (in thousands):

	June 30, 2022
	Finance		Operating
2022	$	2,107	$	51,918
2023		1,745		92,258
2024		721		62,358
2025		576		42,538
2026		592		23,958
Thereafter		3,737		54,975
		9,478		328,005
Less: Amount representing interest		(1,563)		(33,388)
Total	$	7,915	$	294,617

We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $4.7 million and $6.8 million for the three months ended June 30, 2022 and 2021, respectively and $9.3 million and $14.7 million for the six months ended June 30, 2022 and 2021, respectively.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies.

Commitments and Contingencies

7.        Commitments and Contingencies

The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, is not expected to have a materially adverse effect on the Company’s financial position or results of operations.

For the 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 the proceedings, including 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.

California Wage and Hour Class Action Litigation

On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice, under Rule 23 due to lack of commonality amongst the putative class members. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class consists of all employee drivers who resided in California and who have driven in the State of California on behalf of U.S. Xpress, Inc. at any time since December 23, 2011. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages, penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest. On May 2, 2019, the district court dismissed the claims alleging failure to provide duty free meal and rest breaks or premium pay for failure to provide such breaks under California law on grounds of preemption. The Ninth Circuit Court of Appeals upheld the administrative ruling that formed the basis for the district court’s ruling. The parties filed cross-motions for summary judgment on the remaining claims, and the Company filed a motion to decertify the class. The court issued its ruling on the pending cross-motions: (1) the court denied the Company’s motion to decertify the class; (2) the court granted the Company’s motion for summary judgment on the plaintiff’s minimum wage claim for non-driving duties such as pre-trip and post-trip

inspection, fueling, receiving dispatches, waiting to load or unload, and handling paperwork for the loads for January 1, 2013 forward (leaving the minimum wage claim only for the approximate one-year time period from December 23, 2011 to December 31, 2012); (3) the court granted the plaintiff’s motion for summary judgment for the time spent taking U.S. Department of Transportation-required 10-hour breaks while hauling high value loads in California for solo drivers and for the designated team driver responsible for the load during those breaks; and (4) the court denied the balance of cross-motions. The plaintiff filed a petition for permission to file an interlocutory appeal of the court’s decision on the minimum wage claim, which the district court and the Ninth Circuit both granted. On June 22, 2021, the Ninth Circuit issued its memorandum decision upholding the district court’s ruling in favor of the Company on the plaintiff’s claim for payment of the minimum wage for certain non-driving work they claim was left uncompensated by the Company’s piece rate pay plan after January 1, 2013. The district court held a status conference on June 15, 2021 and set a trial date for March 1, 2022. Discovery has been completed. On January 20, 2022, the court vacated the trial date and all associated deadlines due to the ongoing Covid-19 pandemic. On March 10, 2022, the court reset the trial for September 6, 2022. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. The Company intends to vigorously defend the merits of these claims.

Stockholder Claims

As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against the Company and certain other defendants: five in the Circuit Court of Hamilton County, Tennessee (“Tennessee State Court Cases”), two in the U.S. District Court for the Eastern District of Tennessee (“Federal Court Cases”), and one in the Supreme Court of the State of New York (“New York State Court Case”). We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any for these matters. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters.

As to the Tennessee State Court Cases, two of five complaints were voluntarily dismissed and the remaining three were consolidated with a Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against the Company, five of our current and former officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11, 12(a)(2)  and 15 of the Securities Act of 1933 (the “Securities Act”). The putative class action lawsuit is based on allegations that the Company made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees) on behalf of the putative class.

On June 28, 2019, the defendants filed a Motion to Dismiss the Tennessee State Court Cases for failure to allege facts sufficient to support a violation of Section 11, 12 or 15 of the Securities Act. On November 13, 2020, the court presiding over the Tennessee State Court Cases entered an order, granting in part and denying in part the defendants’ Motions to Dismiss the Consolidated State Court Complaint. The court held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Consolidated State Court Complaint. The court, however, held that the Consolidated State Court Complaint sufficiently alleged violations of the Securities Act with respect to one statement from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statement deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On April 29, 2021, plaintiffs filed a Motion for Class Certification, which is currently pending. The Tennessee State Court Cases are currently in discovery.

As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15

of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On December 23, 2019, the defendants filed a Motion to Dismiss the Amended Federal Complaint in its entirety for failure to allege facts sufficient to state a claim under either the Securities Act or the Exchange Act. The plaintiffs filed their Opposition to that Motion on March 9, 2020, and the defendants filed their Reply brief on April 23, 2020.

On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely the plaintiffs’ claims for alleged violations of the Exchange Act and further held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Amended Federal Complaint. The court, however, held that the Federal Amended Complaint sufficiently alleged violations of the Securities Act with respect to two statements from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statements deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On February 12, 2021, the Court granted plaintiffs’ Motion for Class Certification and certified a class consisting of all persons or entities who purchased or otherwise acquired USX stock pursuant to and/or traceable to the IPO and who were damaged thereby. The Federal Court Cases are currently in discovery.

As to the New York State Case, on March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court presiding over the New York State Case dismissed the case, and on January 13, 2022, the court entered a motion denying plaintiff’s motion for reconsideration.

Stockholder Derivative Action

On June 7, 2019, a stockholder derivative lawsuit was filed in the District Court for Clark County, Nevada against five of our executives and all five of our independent board members (collectively, the “Individual Defendants”), and naming the Company as a nominal defendant. The complaint alleges that the Company made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO and that the Individual Defendants breached their fiduciary duties by causing or allowing the Company to make such statements. The complaint alleges that the Company has been damaged by the alleged wrongful conduct as a result of, among other things, being subjected to the time and expense of the securities class action lawsuits that have been filed relating to the IPO. In addition to a claim for alleged breach of fiduciary duties, the lawsuit alleges claims against the Individual Defendants for unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The parties have stipulated to a stay of this proceeding pending entry of a final judgment in the Tennessee State Court Cases, Federal Court Case, and the New York State Case. This matter is in the preliminary stages of litigation. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously in this matter.

Other

The Company had letters of credit of $28.3 million outstanding as of June 30, 2022. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at June 30, 2022 to acquire revenue equipment and other equipment and terminal improvements for approximately $221.2 million during the remainder of 2022 and $6.6 million during 2023. These purchase commitments are expected to be financed by operating leases, long-term debt and proceeds from sales of existing equipment.

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Share-based Compensation

6 Months Ended

Jun. 30, 2022

Share-based Compensation

Share-based Compensation

8.        Share-based Compensation

2018 Omnibus Incentive Plan

In June 2018, the Board approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the initial public offering. The Company had reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. In May 2020, the stockholders approved the Amended and Restated Omnibus Plan which, among other things, increased the number of shares remaining to issue to 5.8 million shares. Participants in the Incentive Plan will be selected by the Compensation Committee from the executive officers, directors, employees and consultants of the Company. Awards under the Incentive Plan may be made in the form of stock options, stock appreciation rights, stock awards, restricted stock units, performance awards, performance units, and any other form established by the Compensation Committee pursuant to the Incentive Plan.

The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity for the six months ended June 30, 2022:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2021	1,790,769	$	7.91
Granted	2,103,224		3.84
Vested	(522,148)		8.45
Forfeited	(498,252)		5.79
Unvested at June 30, 2022	2,873,593	$	5.20

Service based restricted stock grants vest over periods of one to five years and account for 2,690,588 of the unvested shares. Performance based awards account for 183,005 the unvested shares and vest based upon achievement of certain performance and shareholder return goals, as defined by the Company. The Company recognized compensation expense related to performance based awards of ($0.3) million and ($0.1) million during the three and six months ended June 30, 2022 and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively. The Company recognized compensation expense related to service based awards of $1.3 million and $2.4 million during the three and six months ended June 30, 2022 and $1.2 million and $2.7 million during the three and six months ended June 30, 2021, respectively. At June 30, 2022, the Company had $11.9 million in unrecognized compensation expense related to the service based restricted stock awards which is expected to be recognized over a weighted average period of approximately 3.0 years.

The following is a summary of the Incentive Plan stock option activity from December 31, 2021 to June 30, 2022:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2021	124,783	$	4.86
Vested	(78,976)		5.12
Unvested at June 30, 2022	45,807	$	4.41

The stock options vest over a period of four years and expire ten years from the date of grant. The Company recognized compensation expense of $0.1 million and $0.2 million during the three and six months ended June 30, 2022 and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively. The fair value of the stock options granted was estimated using the Black-Scholes method as of the grant date.

At June 30, 2022, the Company had $0.1 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a period of approximately 6 months. As of June 30, 2022, 270,092

options were exercisable with a weighted average exercise price of $12.64 and a weighted average remaining contractual life of 6.6 years.

Pre-IPO Restricted Stock Units

The following is a summary of the activity related to restricted stock units issued prior to the IPO for six months ended June 30, 2022:

	Number of	Weighted
	Units	Average
Unvested at December 31, 2021	460,040	$	2.15
Vested	(153,323)		2.15
Unvested at June 30, 2022	306,717	$	2.15

The vesting schedule for these restricted unit grants is 7 years. The Company recognized compensation expense of $0.1 million and $0.2 million during the three and six months ended June 30, 2022 and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively. At June 30, 2022, the Company had approximately $0.5 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 1.7 years. The fair value of the restricted units and corresponding compensation expense was determined using the income approach.

Employee Stock Purchase Plan

In June 2018, our Employee Stock Purchase Plan (the “ESPP”) became effective. The Company has reserved an aggregate of 2.3 million shares of its Class A common stock for issuance under the ESPP. Eligible employees may elect to purchase shares of our Class A common stock through payroll deductions up to 15% of eligible compensation. The purchase price of the shares during each offering period will be 85% of the lower of the fair market value of our Class A common stock on the first trading day of each offering period or the last trading day of the offering period. The common stock will be purchased in January and July of each year. The Company recognized compensation expense of $0.3 million and $0.4 million for the three and six months ended June 30, 2022 and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively, associated with the plan.

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Earnings per Share

6 Months Ended

Jun. 30, 2022

Earnings per Share

Income (Loss) per Share

9.      Earnings per Share

Basic earnings per share is calculated by dividing net income (loss) attributable to controlling interest by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. The Company excluded 5,428,629 equity awards for the three and six months ended June 30, 2022 and 302,524 and 500,438 for the three and six months ended June 31, 2021, respectively, as inclusion would be anti-dilutive.

The basic and diluted earnings per share calculations for the three and six months ended June 30, 2022 and 2021, respectively, are presented below (in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Numerator - Basic
Net income (loss)	$	46	$	19,097	$	(8,927)	$	21,758
Net income attributable to noncontrolling interest		600		1		529		124
Net income (loss) attributable to common stockholder	$	(554)	$	19,096	$	(9,456)	$	21,634
Numerator - Dilutive
Net income (loss)	$	46	$	19,097	$	(8,927)	$	21,758
Net loss attributable to noncontrolling interest		600		(18)		529		(35)
Net income (loss) attributable to common stockholder	$	(554)	$	19,115	$	(9,456)	$	21,793
Basic weighted average of outstanding shares of common stock		51,221		50,334		51,036		50,156
Dilutive effect of equity awards		—		996		—		1,031
Dilutive effect of assumed subsidiary share conversion		—		518		—		518
Diluted weighted average of outstanding shares of common stock		51,221		51,848		51,036		51,705
Basic earnings (loss) per share	$	(0.01)	$	0.38	$	(0.19)	$	0.43
Diluted earnings (loss) per share	$	(0.01)	$	0.37	$	(0.19)	$	0.42

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Segment Information

6 Months Ended

Jun. 30, 2022

Segment Information

Segment Information

10.      Segment Information

The Company’s business is organized into two reportable segments, Truckload and Brokerage. The Truckload segment offers asset-based truckload services, including OTR trucking and dedicated contract services. These services are aggregated because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. The Company’s OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels.

The Company’s Brokerage segment is principally engaged in non-asset-based freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers.

The following table summarizes our segment information (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues
Truckload	$	465,177	$	378,533	$	888,437	$	747,453
Brokerage		88,526		96,488		182,454		178,328
Total Operating Revenue	$	553,703	$	475,021	$	1,070,891	$	925,781
Operating Income
Truckload	$	910	$	8,745	$	1,183	$	15,472
Brokerage		5,558		161		5,075		1,432
Total Operating Income	$	6,468	$	8,906	$	6,258	$	16,904

A measure of assets is not applicable, as segment assets are not regularly reviewed by the Chief Operating Decision Maker for evaluating performance or allocating resources.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature.

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2021 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021.

Impairment of Long Lived Assets

Impairment of Long Lived Assets

The Company reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of the expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. During the six months ended June

30, 2022, we incurred a non-cash adjustment of $2.2 million due to an obsolete technology write off and recognized $2.2 million in amortization expense.

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2022

Income Taxes

Schedule of provision for income taxes and the effective tax rates

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Income (loss) before income tax provision (benefit)	$	125		$	25,540		$	(10,997)		$	29,851
Income tax provision (benefit)		79			6,443			(2,070)			8,093
Effective tax rate		63.2	%		25.2	%		18.8	%		27.1	%

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Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Long-term Debt

Schedule of Long-term Debt Instruments

	June 30, 2022		December 31, 2021
Line of credit, maturing January 2025	$	69,200	$	23,900
Revenue equipment installment notes with finance companies, weighted average interest rate of 3.6% and 3.7% at June 30, 2022 and December 31, 2021, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $333.0 million and $316.9 million at June 30, 2022 and December 31, 2021		319,203		310,420
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at June 30, 2022 and December 31, 2021 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $32.5 million and $33.0 million at June 30, 2022 and December 31, 2021		23,859		24,587
Other		1,491		8,444
		413,753		367,351
Less: Debt issuance costs		(333)		(357)
Less: Current maturities of long-term debt		(111,828)		(83,584)
	$	301,592	$	283,410

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Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases

Schedule of Components of Lease Assets and Liabilities

Leases	Classification	June 30, 2022
Assets
Operating	Operating lease right-of-use assets	$	292,373
Finance	Property and equipment, net		7,193
Total leased assets		$	299,566
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	92,833
Finance	Current maturities of long-term debt and finance leases		1,771
Noncurrent
Operating	Noncurrent operating lease liabilities		201,784
Finance	Long-term debt and finance leases, net of current maturities		6,144
Total lease liabilities		$	302,532

Schedule of Lease, Cost

		Three Months Ended				Six Months Ended
		June 30,				June 30,
Lease Cost	Classification	2022		2021		2022		2021
Operating lease cost	Vehicle rents and General and other operating	$	25,905	$	23,172	$	52,270	$	46,263
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		470		543		671		971
Interest on lease liabilities	Interest expense		112		163		227		271
Short-term lease cost	Vehicle rents and General and other operating		373		1,220		783		2,563
Total lease cost		$	26,860	$	25,098	$	53,951	$	50,068

Schedule of Leases Cash Flow Information

	Six Months Ended
	June 30,
Cash Flow Information	2022		2021
Cash paid for operating leases included in operating activities	$	52,270	$	46,263
Cash paid for finance leases included in operating activities	$	227	$	271
Cash paid for finance leases included in financing activities	$	778	$	1,082
Operating lease right-of-use assets obtained in exchange for lease obligations	$	51,408	$	15,148

Schedule of Lease, Term and Discount Rate

	June 30, 2022
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.8	3.9	%
Finance leases	7.7	5.5	%
	June 30, 2021
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.9	4.0	%
Finance leases	8.2	5.9	%

Schedule of Operating and Finance Lease, Liability, Maturity

	June 30, 2022
	Finance		Operating
2022	$	2,107	$	51,918
2023		1,745		92,258
2024		721		62,358
2025		576		42,538
2026		592		23,958
Thereafter		3,737		54,975
		9,478		328,005
Less: Amount representing interest		(1,563)		(33,388)
Total	$	7,915	$	294,617

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Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-based Compensation

Schedule of Nonvested Restricted Stock Shares Activity

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2021	1,790,769	$	7.91
Granted	2,103,224		3.84
Vested	(522,148)		8.45
Forfeited	(498,252)		5.79
Unvested at June 30, 2022	2,873,593	$	5.20

Schedule of Share-based Payment Arrangement, Option, Activity

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2021	124,783	$	4.86
Vested	(78,976)		5.12
Unvested at June 30, 2022	45,807	$	4.41

Share-based Payment Arrangement, Restricted Stock Unit, Activity

	Number of	Weighted
	Units	Average
Unvested at December 31, 2021	460,040	$	2.15
Vested	(153,323)		2.15
Unvested at June 30, 2022	306,717	$	2.15

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Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings per Share

Schedule of basic and diluted earnings per share

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Numerator - Basic
Net income (loss)	$	46	$	19,097	$	(8,927)	$	21,758
Net income attributable to noncontrolling interest		600		1		529		124
Net income (loss) attributable to common stockholder	$	(554)	$	19,096	$	(9,456)	$	21,634
Numerator - Dilutive
Net income (loss)	$	46	$	19,097	$	(8,927)	$	21,758
Net loss attributable to noncontrolling interest		600		(18)		529		(35)
Net income (loss) attributable to common stockholder	$	(554)	$	19,115	$	(9,456)	$	21,793
Basic weighted average of outstanding shares of common stock		51,221		50,334		51,036		50,156
Dilutive effect of equity awards		—		996		—		1,031
Dilutive effect of assumed subsidiary share conversion		—		518		—		518
Diluted weighted average of outstanding shares of common stock		51,221		51,848		51,036		51,705
Basic earnings (loss) per share	$	(0.01)	$	0.38	$	(0.19)	$	0.43
Diluted earnings (loss) per share	$	(0.01)	$	0.37	$	(0.19)	$	0.42

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2022

Segment Information

Summary of our segment information

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues
Truckload	$	465,177	$	378,533	$	888,437	$	747,453
Brokerage		88,526		96,488		182,454		178,328
Total Operating Revenue	$	553,703	$	475,021	$	1,070,891	$	925,781
Operating Income
Truckload	$	910	$	8,745	$	1,183	$	15,472
Brokerage		5,558		161		5,075		1,432
Total Operating Income	$	6,468	$	8,906	$	6,258	$	16,904

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Organization and Operations (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Organization and Operations [Line Items]
Number of reportable segments	2
Preferred stock, shares authorized (in shares)	9,333,333
Common Stock Class A
Organization and Operations [Line Items]
Common stock, shares authorized (in shares)	140,000,000	140,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Common Stock Class B
Organization and Operations [Line Items]
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01

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Summary of Significant Accounting Policies - Intangibles, debt, revenue (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Non-cash adjustment	$ 2.2
Depreciation and Amortization Expenses [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Non-cash adjustment	$ 2.2

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Income Taxes - Provision for Income Taxes and Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Taxes
Income (loss) before income tax provision (benefit)	$ 125	$ 25,540	$ (10,997)	$ 29,851
Income tax provision (benefit)	$ 79	$ 6,443	$ (2,070)	$ 8,093
Effective tax rate	63.20%	25.20%	18.80%	27.10%
Statutory income tax rate, as a percent	21.00%	21.00%	21.00%	21.00%

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Investments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Apr. 15, 2021
Marketable Securities [Line Items]
Investment in equity securities	$ 2,600	$ 5,000	$ 2,600	$ 5,000
Number of shares held		353,604		353,604
Unrealized loss (gain) on equity investment	$ 1,800	$ (20,200)	$ 10,120	$ (20,191)
Tu Simple [Member]
Marketable Securities [Line Items]
Share Price					$ 40.00

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Long-term Debt - Components (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 413,753	$ 367,351
Less: Debt issuance costs	(333)	(357)
Less: Current maturities of long-term debt	(111,828)	(83,584)
Long-term debt, excluding current maturities	301,592	283,410
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt, gross	69,200	23,900
Revenue equipment notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 319,203	310,420
Weighted average interest rate	3.60%
Collateral	$ 333,000	316,900
Mortgages [Member]
Debt Instrument [Line Items]
Long-term debt, gross	23,859	24,587
Collateral	$ 32,500	$ 33,000
Mortgages [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate	4.17%	4.17%
Mortgages [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate	6.99%	6.99%
Other Debt [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,491	$ 8,444

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Long-term Debt - Credit Facilities (Details) - USD ($) $ in Millions	Jan. 28, 2020	Jun. 30, 2022
Debt Instrument [Line Items]
Letters of credit outstanding		$ 28.3
Borrowing base limit	$ 250.0
Limitation on billed accounts receivable, as a percent	87.50%
Limitation on unbilled accounts receivable, as a percent	85.00%
Limitation on net book value of equipment, as a percent	85.00%
Limitation on fair market value of real estate, as a percent	80.00%
Limitation alternative to real estate	$ 25.0
Fixed charge coverage ratio, as a percent	100.00%
Covenant testing trigger, as a percent	10.00%
Covenant testing trigger, amount	$ 20.0
Base Rate Loans [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent	0.50%
Base Rate Loans [Member] | Minimum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent	0.25%
Base Rate Loans [Member] | Maximum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent	0.75%
Base Rate Loans [Member] | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate, as a percent	0.50%
Base Rate Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Basis spread on variable rate, as a percent	1.00%
Eurodollar Rate Loans [Member]
Debt Instrument [Line Items]
Basis spread on variable rate, as a percent	1.50%
Eurodollar Rate Loans [Member] | Minimum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent	1.25%
Eurodollar Rate Loans [Member] | Maximum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent	1.75%
Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Term	5 years
Letters of credit outstanding		28.3
Amount available to borrow		152.5
Amount outstanding		$ 69.2
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity	$ 250.0
Commitment fee, as a percent	0.25%
Borrowing base limit	$ 250.0
Letter of Credit [Member]
Debt Instrument [Line Items]
Borrowing capacity	75.0
Swingline Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity	$ 25.0

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Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating leased asset	$ 292,373	$ 292,347
Finance leased asset	7,193
Total leased assets	299,566
Operating lease liabilities, current	92,833	88,375
Finance lease liabilities, current	$ 1,771
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Lease Obligation, Current
Operating lease liabilities, noncurrent	$ 201,784	$ 205,362
Finance lease liabilities, noncurrent	$ 6,144
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Longterm Debt Gross And Finance Leases Noncurrent
Total lease liabilities	$ 302,532
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Finance Lease, Term of Contract	1 year
Lessee, Operating Lease, Term of Contract	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Finance Lease, Term of Contract	16 years
Lessee, Operating Lease, Term of Contract	16 years

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Leases - Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Lessee, Lease, Description [Line Items]
Lease, Cost, Total	$ 26,860	$ 25,098	$ 53,951	$ 50,068
Vehicle Rents and General and Other Operating [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost	25,905	23,172	52,270	46,263
Short-term lease cost	373	1,220	783	2,563
Depreciation and Amortization [Member]
Lessee, Lease, Description [Line Items]
Amortization of finance lease assets	470	543	671	971
Interest Expense [Member]
Lessee, Lease, Description [Line Items]
Interest on lease liabilities	$ 112	$ 163	$ 227	$ 271

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Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Lessee Disclosure [Abstract]
Cash paid for operating leases included in operating activities	$ 52,270	$ 46,263
Cash paid for finance leases included in operating activities	227	271
Cash paid for finance leases included in financing activities	778	1,082
Operating lease right-of-use assets obtained in exchange for lease obligations	51,408	15,148
Noncash lease expense	$ 53,200	$ 46,400

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Leases - Lease Term and Discount Rate (Details)	Jun. 30, 2022	Jun. 30, 2021
Lessee Disclosure [Abstract]
Weighted average remaining lease term, operating leases	4 years 9 months 18 days	4 years 10 months 24 days
Discount rate, operating leases (as a percent)	3.90%	4.00%
Weighted average remaining lease term, finance leases	7 years 8 months 12 days	8 years 2 months 12 days
Discount rate, finance leases (as a percent)	5.50%	5.90%

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Leases - Futures maturities of Lease Liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Finance Lease, Liability, Payment, Due [Abstract]
2022	$ 2,107
2023	1,745
2024	721
2025	576
2026	592
Thereafter	3,737
Finance Lease, Liability, Payment, Due, Total	9,478
Less: Amount representing interest	(1,563)
Total	7,915
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022	51,918
2023	92,258
2024	62,358
2025	42,538
2026	23,958
Thereafter	54,975
Lessee, Operating Lease, Liability, Payments, Due, Total	328,005
Less: Amount representing interest	(33,388)
Total	$ 294,617

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Leases - Sale leaseback (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases
Operating lease income	$ 4.7	$ 6.8	$ 9.3	$ 14.7

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Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2022 USD ($)
Loss Contingencies [Line Items]
Letters of credit outstanding	$ 28.3
Revenue and service equipment
Loss Contingencies [Line Items]
Remaining purchase obligation, remainder of year	$ 221.2

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Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan [Member] - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance, in shares	5,800,000	3,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning balance (in shares)	1,790,769
Granted, number of shares (in shares)	2,103,224
Vested, number of shares (in shares)	(522,148)
Forfeited, number of shares (in shares)	(498,252)
Unvested, ending balance (in shares)	2,873,593
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, weighted average, beginning (in dollars per share)	$ 7.91
Granted, weighted average grant date fair value (in dollars per share)	3.84
Vested, weighted average grant date fair value (in dollars per share)	8.45
Forfeited, weighted average grant date fair value (in dollars per share)	5.79
Unvested, weighted average, ending (in dollars per share)	$ 5.20

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Share-based Compensation - Omnibus Plan Other Information (Details) - The 2018 Omnibus Incentive Plan [Member] - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	2,873,593		2,873,593
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	183,005		183,005
Share-based compensation recognized cost	$ (0.3)	$ 0.2	$ (0.1)	$ 0.5
Service-Based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	2,690,588		2,690,588
Share-based compensation recognized cost	$ 1.3	$ 1.2	$ 2.4	$ 2.7
Unrecognized amount	$ 11.9		$ 11.9
Unrecognized cost, period for recognition			3 years

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Share-based Compensation - Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning balance (in shares) | shares	124,783
Vested (in shares) | shares	(78,976)
Unvested, ending balance (in shares) | shares	45,807
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, weighted average grant date fair value at beginning of period (in dollars per share) | $ / shares	$ 4.86
Vested, weighted average grant date fair value (in dollars per share) | $ / shares	5.12
Unvested, weighted average grant date fair value at end of period (in dollars per share) | $ / shares	$ 4.41

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Share-based Compensation - Options Information and Valuation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized amount, options	$ 0.1		$ 0.1
Number of stock options exercisable	270,092		270,092
Weighted average exercise price of stock options that are exercisable	$ 12.64		$ 12.64
Remaining contractual life of exercisable stock options			6 years 7 months 6 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Expiration period			10 years
Share-based compensation recognized cost	$ 0.1	$ 0.1	$ 0.2	$ 0.2
Unrecognized cost, period for recognition			6 months

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Share-Based Compensation - Restricted Stock Units (Details) - Pre-IPO Restricted Stock Plan [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning balance (in shares)			460,040
Vested, number of shares (in shares)			(153,323)
Unvested, ending balance (in shares)	306,717		306,717
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, weighted average, beginning (in dollars per share)			$ 2.15
Vested, weighted average grant date fair value (in dollars per share)			2.15
Unvested, weighted average, ending (in dollars per share)	$ 2.15		$ 2.15
Vesting period			7 years
Share-based compensation recognized cost	$ 0.1	$ 0.1	$ 0.2	$ 0.2
Unrecognized amount	$ 0.5		$ 0.5
Unrecognized cost, period for recognition			1 year 8 months 12 days

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Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan [Member] - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2018
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of shares authorized					2.3
Purchase election as percentage of compensation	15.00%		15.00%
Purchase price as percentage of fair value			85.00%
Share-based compensation recognized cost	$ 0.3	$ 0.1	$ 0.4	$ 0.2

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Earnings per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021
Earnings per Share
Antidilutive securities excluded from computation of earnings per share	5,428,629	302,524	500,438

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Earnings per Share - Basic and Diluted Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator - Basic
Net income (loss)	$ 46	$ (8,973)	$ 19,097	$ 2,661	$ (8,927)	$ 21,758
Net income (loss) attributable to noncontrolling interest	600		1		529	124
Net total and comprehensive income (loss) attributable to controlling interest	(554)		19,096		(9,456)	21,634
Numerator - Dilutive
Net income (loss)	46	$ (8,973)	19,097	$ 2,661	(8,927)	21,758
Net loss attributable to noncontrolling interest	600		(18)		529	(35)
Net income (loss) attributable to common stockholders	$ (554)		$ 19,115		$ (9,456)	$ 21,793
Weighted average of outstanding shares of common stock
Basic weighted average of outstanding shares of common stock (in shares)	51,221		50,334		51,036	50,156
Dilutive effect of equity awards (in shares)			996			1,031
Dilutive effect of assumed subsidiary share conversion (in shares)			518			518
Diluted weighted average of outstanding shares of common stock (in shares)	51,221		51,848		51,036	51,705
Basic earnings (loss) per share (in dollars per share)	$ (0.01)		$ 0.38		$ (0.19)	$ 0.43
Diluted earnings (loss) per share (in dollars per share)	$ (0.01)		$ 0.37		$ (0.19)	$ 0.42

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Segment Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments			2
Operating revenue
Total Operating Revenue	$ 553,703	$ 475,021	$ 1,070,891	$ 925,781
Operating Income (Loss)
Total Operating Income	6,468	8,906	6,258	16,904
Truckload Segment [Member]
Operating revenue
Total Operating Revenue	465,177	378,533	888,437	747,453
Operating Income (Loss)
Total Operating Income	910	8,745	1,183	15,472
Brokerage Segment [Member]
Operating revenue
Total Operating Revenue	88,526	96,488	182,454	178,328
Operating Income (Loss)
Total Operating Income	$ 5,558	$ 161	$ 5,075	$ 1,432