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 March 31, 2023

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 April 30, 2023.

Class A Common Stock, $0.01 par value: 39,462,673

Class B Common Stock, $0.01 par value: 13,113,164

	PART I FINANCIAL INFORMATION
		Page Number
Item 1.	Unaudited Condensed Consolidated Financial Statements Three Months Ended March 31, 2023 and 2022
	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	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	39
	PART II OTHER INFORMATION
		Page Number
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41

Page 2

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Balance Sheets

March 31, 2023 and December 31, 2022

	March 31,		December 31,
(in thousands, except share amounts)	2023		2022
Assets
Current assets
Cash and cash equivalents	$	2,963	$	2,275
Customer receivables, net of allowance of $990 and $990 at March 31, 2023 and December 31, 2022, respectively		207,934		222,794
Other receivables		16,078		17,676
Prepaid insurance and licenses		16,609		13,847
Operating supplies		7,957		8,410
Assets held for sale		22,148		25,759
Other current assets		26,057		46,642
Total current assets		299,746		337,403
Property and equipment, at cost		979,952		980,607
Less accumulated depreciation and amortization		(404,476)		(397,806)
Net property and equipment		575,476		582,801
Other assets
Operating lease right of use assets		347,751		333,498
Goodwill		59,221		59,221
Intangible assets, net		23,698		23,784
Deferred tax assets		1,684		—
Other		42,183		44,758
Total other assets		474,537		461,261
Total assets	$	1,349,759	$	1,381,465
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	96,517	$	111,222
Book overdraft		8,217		4,213
Accrued wages and benefits		24,135		35,457
Claims and insurance accruals, current		55,797		73,372
Other accrued liabilities		12,974		13,403
Current portion of operating lease liabilities		103,893		105,078
Current maturities of long-term debt and finance leases		122,358		124,033
Total current liabilities		423,891		466,778
Long-term debt and finance leases, net of current maturities		382,118		360,175
Less unamortized discount and debt issuance costs		(50)		(310)
Net long-term debt and finance leases		382,068		359,865
Deferred income taxes		—		8,549
Other long-term liabilities		20,232		22,878
Claims and insurance accruals, long-term		63,556		50,825
Noncurrent operating lease liabilities		243,503		230,505
Commitments and contingencies (Note 7)		—		—
Stockholders' equity
Common stock Class A, $.01 par value, 140,000,000 shares authorized at March 31, 2023 and December 31, 2022, respectively, 39,462,270 and 35,704,400 issued and outstanding at March 31, 2023 and December 31, 2022, respectively		395		357
Common stock Class B, $.01 par value, 35,000,000 authorized at March 31, 2023 and December 31, 2022, respectively, 13,113,164 and 15,777,083 issued and outstanding at March 31, 2023 and December 31, 2022, respectively		131		158
Additional paid-in capital		275,291		273,781
Retained deficit		(62,668)		(35,548)
Stockholders' equity		213,149		238,748
Noncontrolling interest		3,360		3,317
Total stockholders' equity		216,509		242,065
Total liabilities and stockholders' equity	$	1,349,759	$	1,381,465

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 3

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended March, 2023 and 2022

	Three Months Ended
	March 31,
(in thousands, except per share amounts)	2023		2022
Operating revenue
Revenue, before fuel surcharge	$	437,822	$	464,327
Fuel surcharge		54,904		52,861
Total operating revenue		492,726		517,188
Operating expenses
Salaries, wages, and benefits		181,704		169,028
Fuel and fuel taxes		74,606		65,043
Vehicle rents		31,661		24,294
Depreciation and amortization, net of (gain) loss on sale of property		27,309		18,717
Purchased transportation		96,452		150,584
Operating expenses and supplies		44,984		44,814
Insurance premiums and claims		38,919		20,139
Operating taxes and licenses		4,381		3,916
Communications and utilities		3,718		3,544
General and other operating expenses		18,846		17,319
Total operating expenses		522,580		517,398
Operating loss		(29,854)		(210)
Other expense
Interest expense, net		7,036		3,807
Other expense		60		7,105
		7,096		10,912
Loss before income tax benefit		(36,950)		(11,122)
Income tax benefit		(9,873)		(2,149)
Net total and comprehensive loss		(27,077)		(8,973)
Net total and comprehensive income (loss) attributable to noncontrolling interest		43		(71)
Net total and comprehensive loss attributable to controlling interest	$	(27,120)	$	(8,902)
Loss per share
Basic and diluted loss per share	$	(0.52)	$	(0.18)
Basic and diluted weighted average shares outstanding		52,128		50,849

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 4

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31, 2023 and 2022

	Three Months Ended March 31,
(in thousands)	2023		2022
Operating activities
Net loss	$	(27,077)	$	(8,973)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax benefit		(10,233)		(2,623)
Depreciation and amortization		24,541		19,036
(Gains) losses on sale of equipment		2,768		(319)
Share based compensation		1,048		1,456
Other		398		(1,089)
Unrealized loss on equity investment		60		8,363
Changes in operating assets and liabilities:
Receivables		16,566		(14,514)
Prepaid insurance and licenses		(5,545)		(2,642)
Operating supplies		543		(595)
Other assets		1,090		(16,915)
Accounts payable and other accrued liabilities		3,817		9,061
Accrued wages and benefits		(11,322)		4,062
Net cash used in operating activities		(3,346)		(5,692)
Investing activities
Payments for purchases of property and equipment		(46,902)		(50,091)
Proceeds from sales of property and equipment		26,065		10,820
Net cash used in investing activities		(20,837)		(39,271)
Financing activities
Borrowings under lines of credit		121,804		167,471
Payments under lines of credit		(85,900)		(126,300)
Borrowings under long-term debt		31,994		15,948
Payments of long-term debt and finance leases		(47,671)		(21,914)
Tax withholding related to net share settlement of restricted stock awards		(146)		(408)
Proceeds from issuance of common stock under ESPP		619		725
Proceeds from long-term consideration for sale of subsidiary		167		159
Book overdraft		4,004		6,166
Net cash provided by financing activities		24,871		41,847
Net change in cash and cash equivalents		688		(3,116)
Cash and cash equivalents
Beginning of year		2,275		5,695
End of period	$	2,963	$	2,579
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	6,320	$	3,597
Cash paid during the year for income taxes		—		49
Supplemental disclosure of significant noncash investing and financing activities
Property and equipment accrued in accounts payable	$	2,175	$	16,450
Uncollected proceeds from asset sales		—		1,778

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 5

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statement of Stockholders' Equity

Three months ended March 31, 2023 and 2022

					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, 2022	$	357	$	158	$	273,781	$	(35,548)	$	3,317	$	242,065
Share based compensation		—		—		1,048		—		—		1,048
Vesting of restricted stock		6		1		(153)		—		—		(146)
Conversion of Class B stock to Class A stock		28		(28)		—		—		—		—
Issuance of common stock under ESPP		4		—		615		—		—		619
Net income (loss)		—		—		—		(27,120)		43		(27,077)
Balances at March 31, 2023	$	395	$	131	$	275,291	$	(62,668)	$	3,360	$	216,509

					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

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 6

U.S. Xpress Enterprises, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

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 asset-light 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 asset-light 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, 2022 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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022.

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 three months ended

Page 7

March 31, 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 months ended March 31, 2023 and 2022 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 months ended March 31, 2023 and 2022 (in thousands):

	Three Months Ended
	March 31,
	2023			2022
Loss before income tax benefit	$	(36,950)		$	(11,122)
Income tax benefit		(9,873)			(2,149)
Effective tax rate		26.7	%		19.3	%

The difference between the Company’s effective tax rate for the three months ended March 31, 2023 and 2022 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 of $0.1 million and $8.4 million during the three months ended March 31, 2023 and 2022, respectively, in other expense within the unaudited condensed consolidated statements of comprehensive income (loss). The fair value of the investment is $0.5 million and is included in other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets.

Page 8

5.        Long-Term Debt

Long-term debt at March 31, 2023 and December 31, 2022 consists of the following (in thousands):

	March 31, 2023		December 31, 2022
Line of credit, maturing January 2025	$	132,104	$	96,200
Revenue equipment installment notes with finance companies, weighted average interest rate of 4.5% and 4.2% at March 31, 2023 and December 31, 2022, due in monthly installments with final maturities at various dates through December 2027, secured by related revenue equipment with a net book value of $362.4 million and $363.9 million at March 31, 2023 and December 31, 2022		344,899		346,662
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2023 and December 31, 2022 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $28.6 million and $32.1 million at March 31, 2023 and December 31, 2022		13,920		23,108
Other		6,390		10,657
		497,313		476,627
Less: Debt issuance costs		(50)		(310)
Less: Current maturities of long-term debt		(120,398)		(122,009)
	$	376,865	$	354,308

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 “term SOFR 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) SOFR for a one month interest period.  Term SOFR loans accrue interest at SOFR for a one, three, or six month period, at the Company’s election, plus an adjustment of 0.10% for one month SOFR period, 0.15% for a three month SOFR period, or 0.25% for a six month SOFR period, plus an applicable margin that adjusts quarterly between 1.25% and 1.75% based on the ratio of 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 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 March 31, 2023, 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 March 31, 2023, the Credit Facility had issued collateralized letters of credit in the face amount of $32.1 million, with $132.1 million in borrowings outstanding and $51.8 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):

			March 31,		December 31,
Leases	Classification	2023		2022
Assets
Operating	Operating lease right-of-use assets	$	347,751	$	333,498
Finance	Property and equipment, net		6,424		6,866
Total leased assets		$	354,175	$	340,364
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	103,893	$	105,078
Finance	Current maturities of long-term debt and finance leases		1,960		2,024
Noncurrent
Operating	Noncurrent operating lease liabilities		243,503		230,505
Finance	Long-term debt and finance leases, net of current maturities		5,203		5,557
Total lease liabilities		$	354,559	$	343,164

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

		Three Months Ended
		March 31,
Lease Cost	Classification	2023		2022
Operating lease cost	Vehicle rents and General and other operating	$	33,178	$	26,365
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		459		201
Interest on lease liabilities	Interest expense		99		115
Short-term lease cost	Vehicle rents and General and other operating		644		410
Total lease cost		$	34,380	$	27,091

Page 10

	Three Months Ended
	March 31,
Cash Flow Information	2023		2022
Cash paid for operating leases included in operating activities	$	32,876	$	26,365
Cash paid for finance leases included in operating activities	$	100	$	115
Cash paid for finance leases included in financing activities	$	457	$	370
Operating lease right-of-use assets obtained in exchange for lease obligations	$	40,983	$	14,223

Noncash lease expense was $33.2 million and $26.8 million during the three months ended March 31, 2023 and 2022, respectively.

	March 31, 2023
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	4.8	%
Finance leases	7.4	5.2	%
	March 31, 2022
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	3.8	%
Finance leases	8.0	4.6	%

As of March 31, 2023, future maturities of lease liabilities were as follows (in thousands):

	March 31, 2023
	Finance		Operating
2023	$	2,264	$	91,318
2024		1,037		95,503
2025		699		75,472
2026		588		53,681
2027		604		20,464
Thereafter		3,283		56,235
		8,475		392,673
Less: Amount representing interest		(1,312)		(45,277)
Total	$	7,163	$	347,396

We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $4.3 million and $4.6 million for the three months ended March 31, 2023 and 2022, respectively.

7.        Commitments and Contingencies

The Company is party to certain legal proceedings incidental to its business. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we will disclose them in this footnote.

Page 11

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 “California Wage and Hour Class Action Litigation”). 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. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class consisted 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 alleged 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 sought a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest.  

On February 10, 2023, the parties reached an agreement to settle the California Wage and Hour Class Action Litigation in the amount of $4.69 million, exclusive of employer-side taxes. We estimate the that the employer’s side FICA tax will amount to approximately $0.1 million, depending on what portion of the settlement fund is allocated to wages. On April 20, 2023, the District Court granted preliminary approval of the settlement and set a final approval hearing for September 14, 2023. Unless a party objects to the settlement, we anticipate that payment of the settlement amount (including employer-side taxes) will be due within approximately 30 days of September 14, 2023.

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”).

As to the Tennessee State Court Cases, the 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. 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.

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 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

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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.

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.

The parties reached a settlement with the Federal Court and Tennessee State Court plaintiffs. On March 27, 2023, the parties filed the stipulation of settlement with the Federal Court, and on March 28, 2023, the Federal Court entered an order preliminarily approving the settlement. The settlement is still subject to final approval with the final settlement hearing having been set for July 10, 2023 in the Federal Court. The monetary component of the settlement in principle is the payment of $13.0 million by the applicable insurance carriers.

Stockholder Derivative Action

On June 7, 2019, a stockholder derivative lawsuit (the “Stockholder Derivative Action”) 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. Defendants intend to seek dismissal of the Stockholder Derivative Action.

Other

The Company had letters of credit of $32.1 million outstanding as of March 31, 2023. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at March 31, 2023 to acquire revenue equipment and other equipment and terminal improvements for approximately $40.0 million during 2023. These purchase commitments are expected to be financed by operating leases, long-term debt and proceeds from sales of existing equipment.

8.        Share-based Compensation

2018 Omnibus Incentive Plan

In June 2018, the Board of Directors 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

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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 three months ended March 31, 2023:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2022	2,438,985	$	4.99
Granted	1,936,102		1.39
Vested	(628,434)		5.75
Forfeited	(110,898)		3.61
Unvested at March 31, 2023	3,635,755	$	2.99

Service based restricted stock grants vest over periods of one to five years and account for 3,057,157 of the unvested shares. Performance based awards account for 578,598 of 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 $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. The Company recognized compensation expense related to service based awards of $0.8 million and $1.1 million during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the Company had $8.7 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 2.8 years.

The following is a summary of the Incentive Plan stock option activity for the three months ended March 31, 2023:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2022	45,807	$	4.41
Vested	(45,807)		4.41
Unvested at March 31, 2023	—	$	—

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 $0.1 million during the three months ended March 31, 2023 and 2022, respectively. The fair value of the stock options granted was estimated using the Black-Scholes method as of the grant date.

As of March 31, 2023, 315,898 options were exercisable with a weighted average exercise price of $12.17 and a weighted average remaining contractual life of 5.6 years.

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Pre-IPO Restricted Stock Units

The following is a summary of the activity related to restricted stock units issued prior to the IPO for three months ended March 31, 2023:

	Number of	Weighted
	Units	Average
Unvested at December 31, 2022	306,717	$	2.15
Vested	(153,323)		2.15
Unvested at March 31, 2023	153,394	$	2.15

The vesting schedule for these restricted unit grants is 7 years. The Company recognized compensation expense of $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the Company had approximately $0.3 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 0.9 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 $0.1 million for the three months ended March 31, 2022, 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 5,714,771 and 4,791,098 equity awards for the three months ended March 31, 2023 and 2022, respectively, as inclusion would be anti-dilutive.

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The basic and diluted earnings per share calculations for the three months ended March 31, 2023 and 2022, respectively, are presented below (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2023		2022
Numerator - Basic
Net loss	$	(27,077)	$	(8,973)
Net income (loss) attributable to noncontrolling interest		43		(71)
Net loss attributable to common stockholder	$	(27,120)	$	(8,902)
Numerator - Dilutive
Net loss	$	(27,077)	$	(8,973)
Net income (loss) attributable to noncontrolling interest		43		(71)
Net loss attributable to common stockholder	$	(27,120)	$	(8,902)
Basic weighted average of outstanding shares of common stock		52,128		50,849
Dilutive effect of equity awards		—		—
Dilutive effect of assumed subsidiary share conversion		—		—
Diluted weighted average of outstanding shares of common stock		52,128		50,849
Basic earnings (loss) per share	$	(0.52)	$	(0.18)
Diluted earnings (loss) per share	$	(0.52)	$	(0.18)

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. 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 asset-light 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
	March 31,
	2023		2022
Revenues
Truckload	$	441,148	$	423,260
Brokerage		51,578		93,928
Total Operating Revenue	$	492,726	$	517,188
Operating Income (Loss)
Truckload	$	(30,247)	$	273
Brokerage		393		(483)
Total Operating Loss	$	(29,854)	$	(210)
Depreciation & Amortization
Truckload	$	26,131	$	17,820
Brokerage		1,178		897
Total Depreciation & Amortization	$	27,309	$	18,717

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.

11.      Proposed Merger

Merger Agreement

On March 20, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Subsidiary will be merged with and into the Company, with the Company surviving as an indirect subsidiary of Knight-Swift (the “Merger”).

At the effective time of the Merger and as a result of the Merger:

● Each share of Class A Common Stock, par value $0.01, and Class B Common Stock, par value $0.01 (collectively, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $6.15 in cash, without interest (such amount per share, the “Per Share Price”), other than (i) those shares of Company Common Stock owned by the Company as treasury stock, or by Knight-Swift or Merger Subsidiary, (ii) Company Restricted Shares (described below) and (iii) any shares of Company Common Stock owned by any wholly owned subsidiary of Knight-Swift, Merger Subsidiary or of the Company (including the shares subject to the Rollover Agreement described below).

● In lieu of receipt of the Per Share Price for approximately one-third of their shares of Company Common Stock, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) will, immediately prior to the Effective Time, contribute such shares of Company Common Stock to Liberty Holdings Topco LLC, a subsidiary of Knight-Swift (“Holdings”), in exchange for certain classes of units of Holdings, pursuant to the Rollover Agreement.

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● Company RSUs. Each restricted stock unit with respect to Company Common Stock (each a “Company RSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company RSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift common stock, par value, $0.01 (the “Knight-Swift Common Stock”). Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number) (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time multiplied by (B) a fraction equal to the Per Share Price over the volume weighted average price per share of Knight-Swift Common Stock for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the “Exchange Ratio”).

● Company Restricted Shares. Each outstanding award of Company Common Stock granted under a Company equity plan that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions (each a “Company Restricted Share”) that is unvested immediately prior to the Effective Time and that will not vest as a result of the consummation of transactions contemplated by the Merger Agreement will be assumed by Knight-Swift and converted into an award of restricted shares denominated in shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company Restricted Share prior to the Effective Time, except that each such award will cover the number of shares of Knight-Swift Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such award of Company Restricted Shares multiplied by (ii) the Exchange Ratio.

● Company PSUs. Each restricted stock unit with respect to Company Common Stock that is subject to outstanding performance-based vesting criteria (each a “Company PSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company PSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number): (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time (with performance-based vesting conditions deemed satisfied at 100% of target level achievement) multiplied by (B) the Exchange Ratio.

● Company Options. All options to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time will be cancelled for no consideration or payment at the Effective Time.

The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including:

● the adoption of the Merger Agreement and the Merger by a majority of the voting power of the Company Common Stock entitled to vote on the Merger Agreement and the Merger (the “Single Class Vote”);

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● the adoption of the Merger Agreement and the Merger by holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Merger Agreement and the Merger (the “Class B Vote” and together with the Single Class Vote, the “Statutory Merger Stockholder Approvals”);

● the adoption of an amendment to the Company’s Third Amended and Restated Articles of Incorporation (the “Charter Amendment”) by (i) a majority of the voting power of the Company Common Stock entitled to vote on the Charter Amendment, (ii) the holders of a majority of the outstanding shares of Company Class A Common Stock (voting as a single class) entitled to vote on the Charter Amendment, and (iii) the holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Charter Amendment, (collectively, the “Statutory Charter Amendment Stockholder Approvals”);

● in connection with the Single Class Vote, a majority of the outstanding shares of Company Common Stock (other than the shares owned by (i) the Rollover Holders, certain trusts and entities and family members of the Company’s Executive Chairman, Max L. Fuller, and the Company’s Chief Executive Officer, William E. Fuller, and their Affiliates (as defined in the Merger Agreement), (ii) Knight-Swift and its Affiliates, and (iii) the directors and executive officers of the Company), having been cast in favor of the Merger Agreement and the Merger, with each share of Company Common Stock counted equally for this purpose (the “Majority-of-the-Minority-Approval Condition” and, together with the Statutory Merger Stockholder Approvals and the Statutory Charter Amendment Stockholder Approvals, the “Requisite Stockholder Approval”);

● the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

● the absence of any outstanding law, regulation, or order, enacted, entered, or enforced by any governmental entity that prevents, materially restrains, materially impairs, or makes illegal the consummation of the Charter Amendment or the Merger;

● the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the closing of the Merger (except to the extent that any such representation or warranty expressly speaks as of an earlier date);

● compliance in all material respects with the covenants and obligations contained in the Merger Agreement required to be performed and complied with at or prior to closing; and

● the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement).

The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger other than those conditions to be satisfied at closing. Until the closing, the Company will continue to operate as an independent company.

If the Merger is consummated, the Class A Common Stock of the Company will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In the first quarter of 2023, the Company incurred approximately $3.0 million of Merger related costs that are recorded in general and other operating expenses within the unaudited condensed consolidated statements of comprehensive income (loss).

Charter Amendment

In connection with the Merger Agreement, the Company will take all actions to adopt the Charter Amendment, effective immediately prior to the Effective Time to revise Section 3.2(e) thereto to exempt the transactions contemplated by the Merger Agreement (including the Merger) from the application thereof.

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Rollover Agreement

In connection with the Merger Agreement, the Rollover Holders will roll over approximately one-third of their Company Common Stock (the “Rollover Shares”) as set forth in a separate Rollover Agreement (the “Rollover Agreement”). The Rollover Shares will not be converted into the right to receive the Per Share Price, but instead, immediately prior to the Effective Time, will be contributed to Holdings, in exchange for two classes of units in Holdings intended to be approximately equivalent to a 10% equity position in the entity that will hold the Company business unit of Knight-Swift after consummating the Merger (the “Company Unit”). Under an amended and restated operating agreement of Holdings, the units received by the Rollover Holders will have certain limited consent rights and be subject to certain optional and mandatory purchase provisions during the five-year period post-closing. One class of membership interests will be subject to put and call rights at a defined fair market value measure in favor of the Rollover Holders and Knight-Swift, respectively and will be purchased by Knight-Swift at that defined fair market value measure if outstanding at the fifth anniversary of the Merger. In order for the put right to become exercisable, it is subject to a $175 million minimum adjusted operating income threshold for the Company Unit. In addition, Knight-Swift will have a call right, exercisable only within the first 15 months after closing, at an exercise price of approximately $140 million. The second class of membership interests will be repurchased by Knight-Swift for $40 million if the Company Unit achieves $250 million in adjusted operating income for a trailing annual period at or prior to the fifth anniversary of closing. If such threshold is not met, the second class of interests will be forfeited for no value.

The Rollover Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the mutual written consent of Knight-Swift and the Rollover Holders.

Support Agreement

In connection with entering into the Merger Agreement, on March 20, 2023, the Company, the members of the Special Committee of the Board of Directors comprised solely of disinterested and independent directors (the “Special Committee”) and the Rollover Holders, who collectively beneficially own approximately 58% of the voting power of the Company, have entered into an Irrevocable Proxy and Agreement (the “Support Agreement”), pursuant to which, among other things, the Rollover Holders have granted an irrevocable proxy in favor of the Special Committee (acting as a majority) to vote the shares owned by the Rollover Holders: (i) in favor of (a) the approval of the Charter Amendment, (b) the adoption of the Merger Agreement and the approval of the Merger, (c) the approval of any advisory proposal with respect to “golden parachute compensation,” (d) the approval of any proposal to adjourn or postpone any stockholder meeting relating to the Merger to a later date if the Company proposes or requests such postponement or adjournment, and (e) the approval of any other proposal to be voted upon or consented to by the Company stockholders at any stockholder meeting relating to the Merger or at other meeting of stockholders or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, but only to the extent that such Rollover Shares are entitled to be voted on or consent to such proposal, and (ii) against (a) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (b) any proposal to amend the articles of incorporation or bylaws of the Company, other than the Charter Amendment, (c) any Acquisition Proposal, (d) any reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement), and (e) any other proposal, action, or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

Under the Merger Agreement, the Company has agreed to (i) cause the proxy holder to cause the shares subject to the Support Agreement to appear at and be counted as present for purposes of establishing a quorum and to vote

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or consent pursuant to the terms of the Support Agreement, and (ii) enforce the terms of the Support Agreement, and not amend, modify, waive, or terminate any provision of the Support Agreement without the prior written consent of Knight-Swift.

The Support Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time.

Stockholders’ Agreement

On March 20, 2023, the Company amended (the “Second Amendment”) that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) among the Company and certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them), including without limitation executive officers and/or directors Max L. Fuller and William E. Fuller. The Second Amendment provides that the restrictions on Transfer (as defined in the Stockholders’ Agreement) contained in Section 2.1 of the Stockholders' Agreement will not apply to any Transfer to Knight-Swift or any subsidiary thereof.

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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 Merger Agreement and the Merger, 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, 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, capital expenditures, margins, or other financial items, expected cash flows, 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 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, and future fleet size and management, 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 sections entitled “Item 1A. Risk Factors,” set forth in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022. Readers should review and consider the factors discussed in “Item 1A. Risk Factors,” set forth in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022, 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.

Overview

We are one of the largest asset-based truckload carriers in the United States by revenue, generating over $2.2 billion in total operating revenue in 2022. We provide services primarily throughout the United States, with a focus

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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 asset-light freight brokerage network. As of March 31, 2023, our fleet consisted of approximately 7,200 tractors and approximately 15,100 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.

Total revenue for the first quarter of 2023 decreased by $24.5 million to $492.7 million as compared to the first quarter of 2022. The decrease was primarily the result of a $42.3 million decrease in Brokerage revenue offset by a $15.8 million increase in Truckload revenue and a $2.0 million increase in fuel surcharge revenue. Excluding the impact of fuel surcharge revenue, first quarter revenue decreased $26.5 million to $437.8 million, a decrease of 5.7% as compared to the prior year quarter.

Operating loss for the first quarter of 2023 was $29.9 million compared to operating loss of $0.2 million in the first quarter of 2022. Our profitability decreased primarily due to increased insurance claims and premiums of $18.8 million, a 3.5% decrease in average revenue per mile, higher net fuel costs and a $3.0 million charge related to the Merger, partially offset by a 12.5% increase in our in our available tractors and a $0.9 million improvement in our Brokerage operating income.

Merger Agreement

On March 20, 2023, the Company entered into the Merger Agreement with Knight-Swift and Merger Subsidiary. The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Subsidiary will be merged with and into the Company, with the Company surviving as an indirect subsidiary of Knight-Swift (the “Merger”).

At the effective time of the Merger and as a result of the Merger:

● Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $6.15 in cash, without interest (such amount per share, the “Per Share Price”), other than (i) those shares of Company Common Stock owned by the Company as treasury stock, or by Knight-Swift or Merger Subsidiary, (ii) Company Restricted Shares (described below) and (iii) any shares of Company Common Stock owned by any wholly owned subsidiary of Knight-Swift, Merger Subsidiary or of the Company (including the shares subject to the Rollover Agreement described below).

● In lieu of receipt of the Per Share Price for approximately one-third of their shares of Company Common Stock, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) will, immediately prior to the Effective Time, contribute such shares of Company Common Stock to Holdings, in exchange for certain classes of units of Holdings, pursuant to the Rollover Agreement.

● See Note 11 to the accompanying unaudited condensed consolidated financial statements for details regarding the treatment of Company RSUs, Company Restricted Shares, and Company PSUs, and Company Options.

The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including the conditions described in Note 11 to the accompanying unaudited condensed consolidated financial statements.

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The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger other than those conditions to be satisfied at closing. Until the closing, the Company will continue to operate as an independent company.

If the Merger is consummated, the Class A Common Stock of the Company will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

In the first quarter of 2023, the Company incurred approximately $3.0 million of Merger related costs that are recorded in general and other operating expenses within the unaudited condensed consolidated statements of comprehensive income (loss).

Charter Amendment

In connection with the Merger Agreement, the Company will take all actions to adopt the Charter Amendment, effective immediately prior to the Effective Time to revise Section 3.2(e) thereto to exempt the transactions contemplated by the Merger Agreement (including the Merger) from the application thereof.

Rollover Agreement

In connection with the Merger Agreement, the Rollover Holders will roll over approximately one-third of their Company Common Stock (the “Rollover Shares”) as set forth in a separate Rollover Agreement (the “Rollover Agreement”). The Rollover Shares will not be converted into the right to receive the Per Share Price, but instead, immediately prior to the Effective Time, will be contributed to Holdings, in exchange for two classes of units in Holdings intended to be approximately equivalent to a 10% equity position in the entity that will hold the Company business unit of Knight-Swift after consummating the Merger (the “Company Unit”). Under an amended and restated operating agreement of Holdings, the units received by the Rollover Holders will have certain limited consent rights and be subject to certain optional and mandatory purchase provisions during the five-year period post-closing. One class of membership interests will be subject to put and call rights at a defined fair market value measure in favor of the Rollover Holders and Knight-Swift, respectively and will be purchased by Knight-Swift at that defined fair market value measure if outstanding at the fifth anniversary of the Merger. In order for the put right to become exercisable, it is subject to a $175 million minimum adjusted operating income threshold for the Company Unit. In addition, Knight-Swift will have a call right, exercisable only within the first 15 months after closing, at an exercise price of approximately $140 million. The second class of membership interests will be repurchased by Knight-Swift for $40 million if the Company Unit achieves $250 million in adjusted operating income for a trailing annual period at or prior to the fifth anniversary of closing. If such threshold is not met, the second class of interests will be forfeited for no value.

The Rollover Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the mutual written consent of Knight-Swift and the Rollover Holders.

Support Agreement

In connection with entering into the Merger Agreement, on March 20, 2023, the Company, the members of the Special Committee and the Rollover Holders, who collectively beneficially own approximately 58% of the voting power of the Company, have entered into an Irrevocable Proxy and Agreement (the “Support Agreement”), pursuant to which, among other things, the Rollover Holders have granted an irrevocable proxy in favor of the Special Committee (acting as a majority) to vote the shares owned by the Rollover Holders: (i) in favor of (a) the approval of the Charter Amendment, (b) the adoption of the Merger Agreement and the approval of the Merger, (c) the approval of any advisory proposal with respect to “golden parachute compensation,” (d) the approval of any proposal to adjourn or postpone any stockholder meeting relating to the Merger to a later date if the Company proposes or requests such postponement or adjournment, and (e) the approval of any other proposal to be voted upon or consented to by the Company stockholders at any stockholder meeting relating to the Merger or at other meeting of stockholders or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the

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Merger Agreement, but only to the extent that such Rollover Shares are entitled to be voted on or consent to such proposal, and (ii) against (a) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (b) any proposal to amend the articles of incorporation or bylaws of the Company, other than the Charter Amendment, (c) any Acquisition Proposal, (d) any reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement), and (e) any other proposal, action, or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

Under the Merger Agreement, the Company has agreed to (i) cause the proxy holder to cause the shares subject to the Support Agreement to appear at and be counted as present for purposes of establishing a quorum and to vote or consent pursuant to the terms of the Support Agreement, and (ii) enforce the terms of the Support Agreement, and not amend, modify, waive, or terminate any provision of the Support Agreement without the prior written consent of Knight-Swift.

The Support Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time.

Stockholders’ Agreement

On March 20, 2023, the Company amended (the “Second Amendment”) that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) among the Company and certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them), including without limitation executive officers and/or directors Max L. Fuller and William E. Fuller. The Second Amendment provides that the restrictions on Transfer (as defined in the Stockholders’ Agreement) contained in Section 2.1 of the Stockholders' Agreement will not apply to any Transfer to Knight-Swift or any subsidiary thereof.

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. 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 asset-light 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. While we primarily operate in the eastern half of the United States, we provide services into and out of Mexico through a variable cost model using third party carriers. The revenue from such model is generated in the United States. Our dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. We have one chief operating decision maker over all our Truckload operations that reviews our Truckload segment income statement. 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.

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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 44.9% of our Truckload operating revenue, and approximately 44.2% of our Truckload revenue, before fuel surcharge, for 2022, 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 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 miles 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.

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 consolidated balance sheet, and the lease payments in respect of such equipment are reflected in our 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 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 12.5% of our total tractor fleet was operated by independent contractors as of March 31, 2023. 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

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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 primary performance indicator in our Brokerage segment is operating margin (brokerage operating revenue, less brokerage operating expenses, as a percentage of brokerage operating revenue). Operating margin 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.

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.

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A summary of our revenue generated for the periods indicated is as follows:

	Three Months Ended
	March 31,
	2023		2022
	(dollars in thousands)
Revenue, before fuel surcharge	$	437,822	$	464,327
Fuel surcharge		54,904		52,861
Total operating revenue	$	492,726	$	517,188

For the three months ended March 31, 2023, the primary factors driving the decreases in total operating revenue and revenue, before fuel surcharge, were decreased pricing in our Truckload segment, decreased loads in our Brokerage segment and decreased miscellaneous revenues, partially offset by increased available tractors, and increased pricing in our Brokerage segment.

A summary of our revenue generated by type for the periods indicated is as follows:

	Three Months Ended
	March 31,
	2023		2022
	(dollars in thousands)
Truckload revenue, before fuel surcharge	$	386,244	$	370,399
Fuel surcharge		54,904		52,861
Total Truckload operating revenue		441,148		423,260
Brokerage operating revenue		51,578		93,928
Total operating revenue	$	492,726	$	517,188

The following is a summary of our key Truckload segment performance indicators, before fuel surcharge, for the periods indicated.

	Three Months Ended
	March 31,
	2023		2022
Over the road
Average revenue per tractor per week	$	3,567	$	3,840
Average revenue per mile	$	2.251	$	2.545
Average revenue miles per tractor per week		1,584		1,509
Average tractors		4,359		3,653
Dedicated
Average revenue per tractor per week	$	4,797	$	4,709
Average revenue per mile	$	3.108	$	2.813
Average revenue miles per tractor per week		1,543		1,674
Average tractors		2,658		2,586
Consolidated
Average revenue per tractor per week	$	4,033	$	4,200
Average revenue per mile	$	2.571	$	2.663
Average revenue miles per tractor per week		1,569		1,577
Average tractors		7,017		6,239

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For the quarter ended March 31, 2023, the primary factors driving the increases in Truckload revenue were a 12.5% increase in available tractors partially offset by a 3.5% decrease in average revenue per mile and a $13.3 million decrease in miscellaneous revenues. The decrease in average revenue per loaded mile was primarily due to an approximate 37.0% decrease in spot rates partially offset by an approximate 9.0% increase in contractual rates. During the first quarter of 2023, revenue generated from spot rates increased approximately 30.1% compared to the same period in 2022. Fuel surcharge revenue increased by $2.0 million, or 3.9%, to $54.9 million, compared with $52.9 million in the first quarter of 2022.  The increase in fuel surcharge revenue primarily relates to increased revenue miles of 15.9 million combined with increased fuel prices compared to the same quarter in 2022, partially offset by the increase in volumes in the spot market which generally do not include fuel surcharge revenues. The DOE national weekly average fuel price per gallon averaged approximately $.25 per gallon higher for the first quarter of 2023 compared to the same quarter of 2022.

The primary performance indicator of our Brokerage segment is brokerage operating margin (brokerage operating revenue, less brokerage operating expenses, as a percentage of brokerage operating revenue). The largest factors that impact our brokerage operating margin are load count, revenue per load, and purchased transportation. As an asset-light business, brokerage relies upon third parties to transport the loads it arranges, with the cost paid to the third party being reflected under brokerage purchased transportation. The ratio of brokerage purchased transportation to brokerage operating revenue fluctuates based on factors such as freight volumes, freight rates, the ratio of contract to spot rate freight, the market rate for third party capacity, and the success of our team in negotiating for rates and capacity costs. Other operating expenses consist primarily of salaries, wages, and benefits, depreciation and amortization, and other general expenses. The following table details our Brokerage segment operating revenues, purchased transportation expense and other operating expenses, total operating expenses, and operating income for the periods indicated.

	Three Months Ended
	March 31,
	2023		2022
	$	%	$	%
Brokerage operating revenue	51,578	100.0	93,928	100.0
Brokerage operating expenses
Brokerage purchased transportation	41,227	79.9	81,277	86.5
Brokerage other operating expenses	9,958	19.3	13,134	14.0
Total Brokerage operating expenses	51,185	99.2	94,411	100.5
Brokerage operating income	393	0.8	(483)	(0.5)

The primary factors driving the decrease in Brokerage operating revenue were a 51.2% decrease in load count partially offset by a 12.5% increase in average revenue per load. We experienced an increase in our Brokerage operating income to $0.4 million compared to a loss of $0.5 million in 2022. The increase in Brokerage operating income was due primarily to the increase in revenue per load of 12.5% exceeding the 3.9% increase in cost per load as compared to 2022.

Operating Expenses

Our operating expenses are attributed to our two reportable segments as follows to arrive at operating income for each segment:

Salaries, wages and benefits: Salaries, wages, and benefits are primarily directly identifiable to an individual segment while some administrative salaries, wages, and benefits are allocated to segments based on load count or other criteria.

​
Fuel and fuel taxes: Fuel and fuel taxes are directly identifiable to an individual segment, the Truckload segment.

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Vehicle Rents and Depreciation and Amortization: Tractor rents and depreciation are charged to the Truckload segment, which is the only segment utilizing this equipment. Trailer rents and depreciation and other trailer operating costs are allocated to segments using a calculation of these costs on a per load basis multiplied by the number of loads moved in each segment during the period. Other depreciation and amortization, such as software, are allocated to segments based primarily on specific identification and some based on load count or other criteria.

​
Purchased Transportation: Purchased transportation expenses are primarily directly identifiable to a specific segment.  Purchased transportation expense is comprised of payments to independent contractors, which are charged to our Truckload segment and payments to third-party capacity providers are charged to our Brokerage segment.

Operating Expenses and Supplies: For the most part, supplies and maintenance costs are directly identifiable to an individual segment, primarily the Truckload segment. Trailer maintenance is allocated using a calculation of these costs on a per load basis multiplied by the number of loads moved in each segment during the period.

Insurance Premiums and Claims: Individual premiums and claims are directly identifiable to a segment.

Operating Taxes and Licenses: Operating taxes and licenses are directly identifiable to our Truckload segment.

Communications and Utilities: Communications and utilities are directly identifiable to the segment or are allocated to segments based on load count or other criteria.

General and Other Operating Expenses: General and Other operating expenses are directly identifiable to the segment or are allocated to segments based on load count or other criteria.

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 periods indicated:

	Three Months Ended
	March 31,
	2023			2022
	(dollars in thousands)
Salaries, wages and benefits	$	181,704		$	169,028
% of total operating revenue		36.9	%		32.7	%
% of revenue, before fuel surcharge		41.5	%		36.4	%

The increase in salaries, wages, and benefits was due primarily to $17.2 million in higher driver wages, which was the result of increased company driver miles of 18.9 million while driver pay per mile remained constant partially

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offset by a $5.7 million decrease in office wages due primarily to the implementation of the Realignment Plan, we announced in September 2022. Our group health and workers’ compensation expense increased 9.4% primarily due to increased workers compensation premiums and claims expense as compared to the same period in 2022.

In the near term, we believe salaries, wages, and benefits will moderate as a result of our plans to maintain our current fleet size and non-driver personnel count with current levels. 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 periods indicated:

	Three Months Ended
	March 31,
	2023			2022
	(dollars in thousands)
Fuel and fuel taxes	$	74,606		$	65,043
% of total operating revenue		15.1	%		12.6	%
% of revenue, before fuel surcharge		17.0	%		14.0	%

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

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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
	March 31,
	2023			2022
	(dollars in thousands)
Total fuel surcharge revenue	$	54,904		$	52,861
Less: fuel surcharge revenue reimbursed to independent contractors		9,312			9,597
Company fuel surcharge revenue		45,592			43,264
Total fuel and fuel taxes	$	74,606		$	65,043
Less: company fuel surcharge revenue		45,592			43,264
Net fuel expense	$	29,014		$	21,779
% of total operating revenue		5.9	%		4.2	%
% of revenue, before fuel surcharge		6.6	%		4.7	%

During the first quarter of 2023, the net fuel expense increase as a percentage of revenue before fuel surcharge is primarily due to our excess exposure to the spot market which generally does not have adequate fuel surcharge revenue to offset increased fuel prices partially offset by a $2.3 million increase in company fuel surcharge revenue as compared to 2022.

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.

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The following is a summary of our vehicle rents and depreciation and amortization for the periods indicated:

	Three Months Ended
	March 31,
	2023			2022
	(dollars in thousands)
Vehicle rents	$	31,661		$	24,294
Depreciation and amortization, net of (gains) losses on sale of property		27,309			18,717
Vehicle rents and depreciation and amortization of property and equipment	$	58,970		$	43,011
% of total operating revenue		12.0	%		8.3	%
% of revenue, before fuel surcharge		13.5	%		9.3	%

The increase in absolute dollar terms of vehicle rents was primarily due to increased tractors and trailers financed under operating leases compared to 2022. The increase in depreciation and amortization, net of (gains) losses on sale of property, is due in part to increased owned tractors along with increased depreciation per tractor, increased losses on sale of equipment of $8.6 million offset by a gain on sale of terminal of $3.2 million compared to 2022. During the first quarter of 2022, we recorded a software impairment of $2.2 million.

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 periods indicated:

	Three Months Ended
	March 31,
	2023			2022
	(dollars in thousands)
Purchased transportation	$	96,452		$	150,584
% of total operating revenue		19.6	%		29.1	%
% of revenue, before fuel surcharge		22.0	%		32.4	%

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

Page 33

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
	March 31,
	2023			2022
	(dollars in thousands)
Purchased transportation	$	96,452		$	150,584
Less: fuel surcharge revenue reimbursed to independent contractors		9,312			9,597
Purchased transportation, net of fuel surcharge reimbursement	$	87,140		$	140,987
% of total operating revenue		17.7	%		27.3	%
% of revenue, before fuel surcharge		19.9	%		30.4	%

Brokerage purchased transportation decreased $40.1 million, or 49.3%, due to a 51.2% decrease in load count offset by a 3.9% increase in cost per load as compared to 2022. Truckload purchased transportation decreased $13.7 million, or 23.1% primarily due to decreased miscellaneous revenue combined with decreased independent contractor miles of 10.7% as compared to 2022.

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. We continue to actively attempt to expand our Brokerage segment and recruit independent contractors. Our success in growing our lease-purchase program and independent contractor drivers have contributed to increased purchased transportation expense. If we are successful in continuing these efforts, we would expect this line item to increase as a percentage of total operating revenue and revenue, before fuel surcharge.

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.

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The following is a summary of our insurance premiums and claims expense for the periods indicated:

	Three Months Ended
	March 31,
	2023			2022
	(dollars in thousands)
Insurance premiums and claims	$	38,919		$	20,139
% of total operating revenue		7.9	%		3.9	%
% of revenue, before fuel surcharge		8.9	%		4.3	%

The primary factors driving the increase in insurance premiums and claims were increased auto liability claims and premium expenses due to adverse developments in prior year claims combined with increased current year auto liability claims and to a lesser extent physical damage claims expense due to increased frequency and average dollars per claim.

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 periods indicated:

	Three Months Ended
	March 31,
	2023			2022
	(dollars in thousands)
General and other operating expenses	$	18,846		$	17,319
% of total operating revenue		3.8	%		3.3	%
% of revenue, before fuel surcharge		4.3	%		3.7	%

General and other expenses increased primarily due to $3.0 million in merger related expenses partially offset by a decrease in other professional and administrative expenses as compared to 2022.

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 periods indicated:

	Three Months Ended
	March 31,
	2023		2022
	(dollars in thousands)
Interest expense, excluding non-cash items	$	6,638	$	3,656
Deferred financing amortization		398		151
Interest expense, net	$	7,036	$	3,807

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Interest expense increased primarily due to increased borrowings and higher interest rates as compared to the same period in 2022.

Other

During the first quarter of 2023, we recorded an unrealized loss of $0.1 million related to our investment in TuSimple compared to a $8.4 million loss in the same quarter in 2022.

Liquidity and Capital Resources

Overview

On March 20, 2023, the Company entered into the Merger Agreement.  The Company has agreed to various covenants and agreements, including, among others, agreements to conduct business in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the effective time of the Merger.  Outside of certain limited exceptions, we may not take, authorize, commit, resolve, or agree to do certain actions without Knight-Swift’s consent, including, without limitation:

● acquiring businesses and disposing of assets;

● incurring expenditures and indebtedness above specified thresholds;

● issuing equity; and

● declaring dividends.

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, operating leases and proceeds from equipment sales.

We make substantial net capital expenditures to maintain a modern company tractor fleet and refresh our trailer fleet. During 2023, we currently plan to replace owned tractors with new owned tractors as they reach approximately 475,000 to 575,000 miles. Our mix of owned and leased equipment may vary over time due to tax treatment, financing options and flexibility of terms, among other factors.

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 or lease financing. 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 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 “term SOFR loans”.  Base rate loans accrue interest at a base

Page 36

rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) SOFR for a one month interest period.  Term SOFR loans accrue interest at SOFR for a one, three, or six month period, at the Company’s election, plus an adjustment of 0.10% for one month SOFR period, 0.15% for a three month SOFR period, or 0.25% for a six month SOFR period, plus an applicable margin that adjusts quarterly between 1.25% and 1.75% based on the ratio of 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 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 March 31, 2023, 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.

The Company has letters of credit of $32.1 million outstanding as of March 31, 2023. The letters of credit are maintained primarily to support the Company’s insurance program.

See Notes 5 and 6 to the accompanying unaudited condensed consolidated financial statements for additional disclosures regarding our debt and leases, respectively.

Cash Flows

Our summary statements of cash flows for the three months ended March 31, 2023 and 2022 are set forth in the table below:

	Three Months Ended
	March 31,
	2023		2022
	(dollars in thousands)
Net cash used in operating activities	$	(3,346)	$	(5,692)
Net cash used in investing activities	$	(20,837)	$	(39,271)
Net cash provided by financing activities	$	24,871	$	41,847

Operating Activities

The increase in cash flows from operating activities was due primarily to a $47.3 million decrease in operating assets offset by a $24.3 million decrease in net income adjusted for noncash items, combined with a $20.6 million decrease in our operating liabilities. The decrease in operating assets is primarily due to decreased growth in Brokerage receivables in 2023 compared to 2022 partially offset by an increase in Truckload receivables. The decrease in operating liabilities was due in part to decreased Brokerage purchase transportation due to fewer loads combined with decreased accrued wages and benefits due to timing of payments offset by increased insurance reserves.  Our decrease in net income adjusted for

Page 37

noncash items was due in part to increased insurance and claims expense, increased fuel costs per mile, decreased average revenue per mile, partially offset by increased available tractors.

Investing Activities

The decrease in net cash flows used in investing activities was primarily a result of decreased tractor purchases combined with increased proceeds from sales of used equipment compared to 2022. During 2023, our net miscellaneous capital expenditures decreased $8.3 million primarily due to the sale of a terminal leased to a former subsidiary combined with reduced computer software expenditures as compared to 2022.

Financing Activities

The decrease in net cash flows provided by financing activities is due in part to decreased borrowings under our Credit Facility along with increased payments of long-term debt as compared to the same period in 2022.

Working Capital

As of March 31, 2023, we had a working capital deficit of $124.1 million, representing a $44.7 million decrease in our working capital from March 31, 2022. The decrease in working capital was primarily the result of increased current maturities of long-term debt and the current portion of operating lease liabilities. 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 March 31, 2023, we had a working capital deficit of $11.8 million, compared with a working capital deficit of $49.5 million at March 31, 2022. The increase in working capital was primarily the result of decreased accounts payable and accrued wages and benefits offset by decreased accounts receivable.

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 three months ended March 31, 2023, there were no material changes in our commitments or contractual obligations.

Page 38

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, 2022.

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, 2022.

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 March 31, 2023. 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 March 31, 2023.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended March 31, 2023, 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. 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, 2022, in the section entitled "Item 1A. Risk Factors," describe some of the risks and uncertainties associated with our business. The information presented below supplements such risk factors.  The risk factor set forth below should be read in conjunction with the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.

Risks related to the Merger could materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.

Page 39

Completion of the Merger is subject to a number of closing conditions, including obtaining the approval of our stockholders and the receipt of required regulatory consents and approvals.  We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger.  Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable).  Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Each party’s obligation to consummate the Merger is subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to us, covenants to conduct our business in the ordinary course and to not engage in certain kinds of material transactions prior to closing.  In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of the Special Committee to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement).  As a result, we cannot assure you that the Merger will be completed, even if our stockholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame.

In addition, we are subject to the following risks related to the Merger:

● the Merger may involve significant unexpected transaction costs and/or unknown or inestimable liabilities or delays;

● our business may suffer as a result of uncertainty surrounding the Merger;

● stockholder litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability;

● the proposed transactions may disrupt our current plans and operations or divert management’s attention from ongoing business operations and relationships with customers, employees, drivers or suppliers;

● effects relating to the announcement of the proposed transaction or any further announcements or the consummation of the proposed transaction (of failure thereof) on the market price of the Company’s common stock;

● impacts of actions and behaviors of customers, suppliers, employees, drivers or competitors; and

● difficulties with our ability to retain and hire key personnel and maintain relationships with third parties as a result of the proposed Merger may occur.

The occurrence of any of these events individually or in combination could affect the Company’s 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 March 31, 2023, 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, as well as the Merger Agreement.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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ITEM 4.           MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.           OTHER INFORMATION

Not applicable.

ITEM 6.           EXHIBITS

Exhibit Number		Description
2.1†	Agreement and Plan of Merger, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., Knight-Swift Transportation Holdings Inc. and Liberty Merger Sub Inc. (incorporated by reference to Exhibit 2.1 filed with the Company’s Current Report on Form 8-K filed on March 21, 2023).
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).
10.1	Rollover Agreement, dated as of March 20, 2023, by and among Knight-Swift Transportation Holdings Inc., Liberty Holdings Topco LLC, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on March 21, 2023).
10.2	Irrevocable Proxy and Agreement, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., the members of the Special Committee, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed on March 21, 2023).
10.3	Second Amendment to Stockholders’ Agreement, dated as of March 20, 2023, by and among U.S. Xpress Enterprises, Inc., Max L. Fuller, Fuller Family Enterprises, LLC, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, William E. Fuller, Irrevocable Trust FBO William E. Fuller, Max Fuller Family Limited Partnership, Irrevocable Trust FBO Stephen C. Fuller and Irrevocable Trust FBO Christopher M. Fuller (incorporated by reference to Exhibit 10.3 filed with the Company’s Current Report on Form 8-K filed on March 21, 2023).
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.

Page 41

##   Furnished herewith.

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

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: May 10, 2023	By:	/s/ Eric Peterson
		Eric Peterson
		Chief Financial Officer

Page 42

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:  May 10, 2023	/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: May 10, 2023	/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 March 31, 2023, 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: May 10, 2023	/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 March 31, 2023, 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: May 10, 2023	/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.

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Apr. 30, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
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	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000923571
Amendment Flag	false
Common Stock Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		13,113,164
Common Stock Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		39,462,673

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Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 2,963	$ 2,275
Customer receivables, net of allowance of $990 and $990 at March 31, 2023 and December 31, 2022, respectively	207,934	222,794
Other receivables	16,078	17,676
Prepaid insurance and licenses	16,609	13,847
Operating supplies	7,957	8,410
Assets held for sale	22,148	25,759
Other current assets	26,057	46,642
Total current assets	299,746	337,403
Property and equipment, at cost	979,952	980,607
Less accumulated depreciation and amortization	(404,476)	(397,806)
Net property and equipment	575,476	582,801
Other assets
Operating lease right of use assets	347,751	333,498
Goodwill	59,221	59,221
Intangible assets, net	23,698	23,784
Deferred tax assets	1,684
Other	42,183	44,758
Total other assets	474,537	461,261
Total assets	1,349,759	1,381,465
Current liabilities
Accounts payable	96,517	111,222
Book overdraft	8,217	4,213
Accrued wages and benefits	24,135	35,457
Claims and insurance accruals, current	55,797	73,372
Other accrued liabilities	12,974	13,403
Current portion of operating lease liabilities	103,893	105,078
Current maturities of long-term debt and finance leases	122,358	124,033
Total current liabilities	423,891	466,778
Liabilities, Noncurrent
Long-term debt and finance leases, net of current maturities	382,118	360,175
Less unamortized discount and debt issuance costs	(50)	(310)
Net long-term debt and finance leases	382,068	359,865
Deferred income taxes		8,549
Other long-term liabilities	20,232	22,878
Claims and insurance accruals, long-term	63,556	50,825
Noncurrent operating lease liabilities	243,503	230,505
Commitments and contingencies (Note 7)
Stockholders' equity
Additional paid-in capital	275,291	273,781
Retained earnings deficit	(62,668)	(35,548)
Stockholders' equity	213,149	238,748
Noncontrolling interest	3,360	3,317
Total stockholders' equity	216,509	242,065
Total liabilities and stockholders' equity	1,349,759	1,381,465
Common stock Class A
Stockholders' equity
Common stock	395	357
Common Stock Class B
Stockholders' equity
Common stock	$ 131	$ 158

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Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Allowance	$ 990	$ 990
Common stock Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	140,000,000	140,000,000
Common stock, shares issued (in shares)	39,462,270	35,704,400
Common stock, shares outstanding (in shares)	39,462,270	35,704,400
Common Stock Class B
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	13,113,164	15,777,083
Common stock, shares outstanding (in shares)	13,113,164	15,777,083

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Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating revenue
Total operating revenue	$ 492,726	$ 517,188
Operating expenses
Salaries, wages, and benefits	181,704	169,028
Fuel and fuel taxes	74,606	65,043
Vehicle rents	31,661	24,294
Depreciation and amortization, net of (gain) loss on sale of property	27,309	18,717
Operating expenses and supplies	44,984	44,814
Insurance premiums and claims	38,919	20,139
Operating taxes and licenses	4,381	3,916
Communications and utilities	3,718	3,544
General and other operating expenses	18,846	17,319
Total operating expenses	522,580	517,398
Operating loss	(29,854)	(210)
Other expense
Interest expense, net	7,036	3,807
Other expense	60	7,105
Nonoperating (Income) Expense, Total	7,096	10,912
Loss before income tax benefit	(36,950)	(11,122)
Income tax benefit	(9,873)	(2,149)
Net total and comprehensive loss	(27,077)	(8,973)
Net total and comprehensive income (loss) attributable to noncontrolling interest	43	(71)
Net total and comprehensive loss attributable to controlling interest	$ (27,120)	$ (8,902)
Loss per share
Basic earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)
Basic weighted average shares outstanding (in shares)	52,128	50,849
Diluted earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)
Diluted weighted average shares outstanding (in shares)	52,128	50,849
Revenue, before fuel surcharge
Operating revenue
Total operating revenue	$ 437,822	$ 464,327
Fuel surcharge
Operating revenue
Total operating revenue	54,904	52,861
Shipping and Handling
Operating expenses
Purchased transportation	$ 96,452	$ 150,584

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (27,077)	$ (8,973)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax benefit	(10,233)	(2,623)
Depreciation and amortization	24,541	19,036
(Gains) losses on sale of equipment	2,768	(319)
Share based compensation	1,048	1,456
Other	398	(1,089)
Unrealized loss on equity investment	60	8,363
Changes in operating assets and liabilities:
Receivables	16,566	(14,514)
Prepaid insurance and licenses	(5,545)	(2,642)
Operating supplies	543	(595)
Other assets	1,090	(16,915)
Accounts payable and other accrued liabilities	3,817	9,061
Accrued wages and benefits	(11,322)	4,062
Net cash used in operating activities	(3,346)	(5,692)
Investing activities
Payments for purchases of property and equipment	(46,902)	(50,091)
Proceeds from sales of property and equipment	26,065	10,820
Net cash used in investing activities	(20,837)	(39,271)
Financing activities
Borrowings under lines of credit	121,804	167,471
Payments under lines of credit	(85,900)	(126,300)
Borrowings under long-term debt	31,994	15,948
Payments of long-term debt and finance leases	(47,671)	(21,914)
Tax withholding related to net share settlement of restricted stock awards	(146)	(408)
Proceeds from issuance of common stock under ESPP	619	725
Proceeds from long-term consideration for sale of subsidiary	167	159
Book overdraft	4,004	6,166
Net cash provided by financing activities	24,871	41,847
Net change in cash and cash equivalents	688	(3,116)
Cash and cash equivalents
Beginning of year	2,275	5,695
End of period	2,963	2,579
Supplemental disclosure of cash flow information
Cash paid during the year for interest	6,320	3,597
Cash paid during the year for income taxes		49
Supplemental disclosure of significant noncash investing and financing activities
Property and equipment amounts accrued in accounts payable	$ 2,175	16,450
Uncollected proceeds from asset sales		$ 1,778

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Unaudited Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Common Stock Common Stock Class A	Common Stock Common Stock Class B	Additional Paid In Capital	Retained Earnings (Deficit)	Non Controlling Interest	Total
Stockholders' Equity, Beginning Balance at Dec. 31, 2021	$ 348	$ 157	$ 267,621	$ 8,440	$ 1,723	$ 278,289
Increase (Decrease) in Stockholders' Equity
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, 2022	357	158	273,781	(35,548)	3,317	242,065
Increase (Decrease) in Stockholders' Equity
Share based compensation			1,048			1,048
Vesting of restricted stock	6	1	(153)			(146)
Conversion of Class B stock to Class A stock	28	(28)
Issuance of common stock under ESPP	4		615			619
Net income (loss)				(27,120)	43	(27,077)
Stockholders' Equity, Ending Balance at Mar. 31, 2023	$ 395	$ 131	$ 275,291	$ (62,668)	$ 3,360	$ 216,509

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Organization and Operations

3 Months Ended

Mar. 31, 2023

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 asset-light 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 asset-light 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

3 Months Ended

Mar. 31, 2023

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, 2022 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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022.

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 three months ended

March 31, 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

3 Months Ended

Mar. 31, 2023

Income Taxes

Income Taxes

3.        Income Taxes

The Company’s provision for income taxes for the three months ended March 31, 2023 and 2022 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 months ended March 31, 2023 and 2022 (in thousands):

	Three Months Ended
	March 31,
	2023			2022
Loss before income tax benefit	$	(36,950)		$	(11,122)
Income tax benefit		(9,873)			(2,149)
Effective tax rate		26.7	%		19.3	%

The difference between the Company’s effective tax rate for the three months ended March 31, 2023 and 2022 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

3 Months Ended

Mar. 31, 2023

Equity and Other 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 of $0.1 million and $8.4 million during the three months ended March 31, 2023 and 2022, respectively, in other expense within the unaudited condensed consolidated statements of comprehensive income (loss). The fair value of the investment is $0.5 million and is included in other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets.

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Long-Term Debt

3 Months Ended

Mar. 31, 2023

Long-Term Debt

Long-Term Debt

5.        Long-Term Debt

Long-term debt at March 31, 2023 and December 31, 2022 consists of the following (in thousands):

	March 31, 2023		December 31, 2022
Line of credit, maturing January 2025	$	132,104	$	96,200
Revenue equipment installment notes with finance companies, weighted average interest rate of 4.5% and 4.2% at March 31, 2023 and December 31, 2022, due in monthly installments with final maturities at various dates through December 2027, secured by related revenue equipment with a net book value of $362.4 million and $363.9 million at March 31, 2023 and December 31, 2022		344,899		346,662
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2023 and December 31, 2022 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $28.6 million and $32.1 million at March 31, 2023 and December 31, 2022		13,920		23,108
Other		6,390		10,657
		497,313		476,627
Less: Debt issuance costs		(50)		(310)
Less: Current maturities of long-term debt		(120,398)		(122,009)
	$	376,865	$	354,308

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 “term SOFR 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) SOFR for a one month interest period.  Term SOFR loans accrue interest at SOFR for a one, three, or six month period, at the Company’s election, plus an adjustment of 0.10% for one month SOFR period, 0.15% for a three month SOFR period, or 0.25% for a six month SOFR period, plus an applicable margin that adjusts quarterly between 1.25% and 1.75% based on the ratio of 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 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 March 31, 2023, 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 March 31, 2023, the Credit Facility had issued collateralized letters of credit in the face amount of $32.1 million, with $132.1 million in borrowings outstanding and $51.8 million available to borrow.

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Leases

3 Months Ended

Mar. 31, 2023

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):

			March 31,		December 31,
Leases	Classification	2023		2022
Assets
Operating	Operating lease right-of-use assets	$	347,751	$	333,498
Finance	Property and equipment, net		6,424		6,866
Total leased assets		$	354,175	$	340,364
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	103,893	$	105,078
Finance	Current maturities of long-term debt and finance leases		1,960		2,024
Noncurrent
Operating	Noncurrent operating lease liabilities		243,503		230,505
Finance	Long-term debt and finance leases, net of current maturities		5,203		5,557
Total lease liabilities		$	354,559	$	343,164

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

		Three Months Ended
		March 31,
Lease Cost	Classification	2023		2022
Operating lease cost	Vehicle rents and General and other operating	$	33,178	$	26,365
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		459		201
Interest on lease liabilities	Interest expense		99		115
Short-term lease cost	Vehicle rents and General and other operating		644		410
Total lease cost		$	34,380	$	27,091

	Three Months Ended
	March 31,
Cash Flow Information	2023		2022
Cash paid for operating leases included in operating activities	$	32,876	$	26,365
Cash paid for finance leases included in operating activities	$	100	$	115
Cash paid for finance leases included in financing activities	$	457	$	370
Operating lease right-of-use assets obtained in exchange for lease obligations	$	40,983	$	14,223

Noncash lease expense was $33.2 million and $26.8 million during the three months ended March 31, 2023 and 2022, respectively.

	March 31, 2023
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	4.8	%
Finance leases	7.4	5.2	%
	March 31, 2022
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	3.8	%
Finance leases	8.0	4.6	%

As of March 31, 2023, future maturities of lease liabilities were as follows (in thousands):

	March 31, 2023
	Finance		Operating
2023	$	2,264	$	91,318
2024		1,037		95,503
2025		699		75,472
2026		588		53,681
2027		604		20,464
Thereafter		3,283		56,235
		8,475		392,673
Less: Amount representing interest		(1,312)		(45,277)
Total	$	7,163	$	347,396

We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $4.3 million and $4.6 million for the three months ended March 31, 2023 and 2022, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies.

Commitments and Contingencies

7.        Commitments and Contingencies

The Company is party to certain legal proceedings incidental to its business. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we will disclose them in this footnote.

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 “California Wage and Hour Class Action Litigation”). 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. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class consisted 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 alleged 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 sought a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest.  

On February 10, 2023, the parties reached an agreement to settle the California Wage and Hour Class Action Litigation in the amount of $4.69 million, exclusive of employer-side taxes. We estimate the that the employer’s side FICA tax will amount to approximately $0.1 million, depending on what portion of the settlement fund is allocated to wages. On April 20, 2023, the District Court granted preliminary approval of the settlement and set a final approval hearing for September 14, 2023. Unless a party objects to the settlement, we anticipate that payment of the settlement amount (including employer-side taxes) will be due within approximately 30 days of September 14, 2023.

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”).

As to the Tennessee State Court Cases, the 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. 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.

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 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.

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.

The parties reached a settlement with the Federal Court and Tennessee State Court plaintiffs. On March 27, 2023, the parties filed the stipulation of settlement with the Federal Court, and on March 28, 2023, the Federal Court entered an order preliminarily approving the settlement. The settlement is still subject to final approval with the final settlement hearing having been set for July 10, 2023 in the Federal Court. The monetary component of the settlement in principle is the payment of $13.0 million by the applicable insurance carriers.

Stockholder Derivative Action

On June 7, 2019, a stockholder derivative lawsuit (the “Stockholder Derivative Action”) 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. Defendants intend to seek dismissal of the Stockholder Derivative Action.

Other

The Company had letters of credit of $32.1 million outstanding as of March 31, 2023. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at March 31, 2023 to acquire revenue equipment and other equipment and terminal improvements for approximately $40.0 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

3 Months Ended

Mar. 31, 2023

Share-based Compensation

Share-based Compensation

8.        Share-based Compensation

2018 Omnibus Incentive Plan

In June 2018, the Board of Directors 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 three months ended March 31, 2023:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2022	2,438,985	$	4.99
Granted	1,936,102		1.39
Vested	(628,434)		5.75
Forfeited	(110,898)		3.61
Unvested at March 31, 2023	3,635,755	$	2.99

Service based restricted stock grants vest over periods of one to five years and account for 3,057,157 of the unvested shares. Performance based awards account for 578,598 of 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 $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. The Company recognized compensation expense related to service based awards of $0.8 million and $1.1 million during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the Company had $8.7 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 2.8 years.

The following is a summary of the Incentive Plan stock option activity for the three months ended March 31, 2023:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2022	45,807	$	4.41
Vested	(45,807)		4.41
Unvested at March 31, 2023	—	$	—

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 $0.1 million during the three months ended March 31, 2023 and 2022, respectively. The fair value of the stock options granted was estimated using the Black-Scholes method as of the grant date.

As of March 31, 2023, 315,898 options were exercisable with a weighted average exercise price of $12.17 and a weighted average remaining contractual life of 5.6 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 three months ended March 31, 2023:

	Number of	Weighted
	Units	Average
Unvested at December 31, 2022	306,717	$	2.15
Vested	(153,323)		2.15
Unvested at March 31, 2023	153,394	$	2.15

The vesting schedule for these restricted unit grants is 7 years. The Company recognized compensation expense of $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the Company had approximately $0.3 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 0.9 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 $0.1 million for the three months ended March 31, 2022, associated with the plan.

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Earnings per Share

3 Months Ended

Mar. 31, 2023

Income (Loss) 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 5,714,771 and 4,791,098 equity awards for the three months ended March 31, 2023 and 2022, respectively, as inclusion would be anti-dilutive.

The basic and diluted earnings per share calculations for the three months ended March 31, 2023 and 2022, respectively, are presented below (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2023		2022
Numerator - Basic
Net loss	$	(27,077)	$	(8,973)
Net income (loss) attributable to noncontrolling interest		43		(71)
Net loss attributable to common stockholder	$	(27,120)	$	(8,902)
Numerator - Dilutive
Net loss	$	(27,077)	$	(8,973)
Net income (loss) attributable to noncontrolling interest		43		(71)
Net loss attributable to common stockholder	$	(27,120)	$	(8,902)
Basic weighted average of outstanding shares of common stock		52,128		50,849
Dilutive effect of equity awards		—		—
Dilutive effect of assumed subsidiary share conversion		—		—
Diluted weighted average of outstanding shares of common stock		52,128		50,849
Basic earnings (loss) per share	$	(0.52)	$	(0.18)
Diluted earnings (loss) per share	$	(0.52)	$	(0.18)

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Segment Information

3 Months Ended

Mar. 31, 2023

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. 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 asset-light 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
	March 31,
	2023		2022
Revenues
Truckload	$	441,148	$	423,260
Brokerage		51,578		93,928
Total Operating Revenue	$	492,726	$	517,188
Operating Income (Loss)
Truckload	$	(30,247)	$	273
Brokerage		393		(483)
Total Operating Loss	$	(29,854)	$	(210)
Depreciation & Amortization
Truckload	$	26,131	$	17,820
Brokerage		1,178		897
Total Depreciation & Amortization	$	27,309	$	18,717

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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Proposed Merger

3 Months Ended

Mar. 31, 2023

Proposed Merger

Proposed Merger

11.      Proposed Merger

Merger Agreement

On March 20, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Subsidiary will be merged with and into the Company, with the Company surviving as an indirect subsidiary of Knight-Swift (the “Merger”).

At the effective time of the Merger and as a result of the Merger:

● Each share of Class A Common Stock, par value $0.01, and Class B Common Stock, par value $0.01 (collectively, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $6.15 in cash, without interest (such amount per share, the “Per Share Price”), other than (i) those shares of Company Common Stock owned by the Company as treasury stock, or by Knight-Swift or Merger Subsidiary, (ii) Company Restricted Shares (described below) and (iii) any shares of Company Common Stock owned by any wholly owned subsidiary of Knight-Swift, Merger Subsidiary or of the Company (including the shares subject to the Rollover Agreement described below).

● In lieu of receipt of the Per Share Price for approximately one-third of their shares of Company Common Stock, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) will, immediately prior to the Effective Time, contribute such shares of Company Common Stock to Liberty Holdings Topco LLC, a subsidiary of Knight-Swift (“Holdings”), in exchange for certain classes of units of Holdings, pursuant to the Rollover Agreement.

● Company RSUs. Each restricted stock unit with respect to Company Common Stock (each a “Company RSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company RSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift common stock, par value, $0.01 (the “Knight-Swift Common Stock”). Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number) (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time multiplied by (B) a fraction equal to the Per Share Price over the volume weighted average price per share of Knight-Swift Common Stock for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the “Exchange Ratio”).

● Company Restricted Shares. Each outstanding award of Company Common Stock granted under a Company equity plan that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions (each a “Company Restricted Share”) that is unvested immediately prior to the Effective Time and that will not vest as a result of the consummation of transactions contemplated by the Merger Agreement will be assumed by Knight-Swift and converted into an award of restricted shares denominated in shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company Restricted Share prior to the Effective Time, except that each such award will cover the number of shares of Knight-Swift Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such award of Company Restricted Shares multiplied by (ii) the Exchange Ratio.

● Company PSUs. Each restricted stock unit with respect to Company Common Stock that is subject to outstanding performance-based vesting criteria (each a “Company PSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company PSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number): (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time (with performance-based vesting conditions deemed satisfied at 100% of target level achievement) multiplied by (B) the Exchange Ratio.

● Company Options. All options to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time will be cancelled for no consideration or payment at the Effective Time.

The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including:

● the adoption of the Merger Agreement and the Merger by a majority of the voting power of the Company Common Stock entitled to vote on the Merger Agreement and the Merger (the “Single Class Vote”);

● the adoption of the Merger Agreement and the Merger by holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Merger Agreement and the Merger (the “Class B Vote” and together with the Single Class Vote, the “Statutory Merger Stockholder Approvals”);

● the adoption of an amendment to the Company’s Third Amended and Restated Articles of Incorporation (the “Charter Amendment”) by (i) a majority of the voting power of the Company Common Stock entitled to vote on the Charter Amendment, (ii) the holders of a majority of the outstanding shares of Company Class A Common Stock (voting as a single class) entitled to vote on the Charter Amendment, and (iii) the holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Charter Amendment, (collectively, the “Statutory Charter Amendment Stockholder Approvals”);

● in connection with the Single Class Vote, a majority of the outstanding shares of Company Common Stock (other than the shares owned by (i) the Rollover Holders, certain trusts and entities and family members of the Company’s Executive Chairman, Max L. Fuller, and the Company’s Chief Executive Officer, William E. Fuller, and their Affiliates (as defined in the Merger Agreement), (ii) Knight-Swift and its Affiliates, and (iii) the directors and executive officers of the Company), having been cast in favor of the Merger Agreement and the Merger, with each share of Company Common Stock counted equally for this purpose (the “Majority-of-the-Minority-Approval Condition” and, together with the Statutory Merger Stockholder Approvals and the Statutory Charter Amendment Stockholder Approvals, the “Requisite Stockholder Approval”);

● the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

● the absence of any outstanding law, regulation, or order, enacted, entered, or enforced by any governmental entity that prevents, materially restrains, materially impairs, or makes illegal the consummation of the Charter Amendment or the Merger;

● the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the closing of the Merger (except to the extent that any such representation or warranty expressly speaks as of an earlier date);

● compliance in all material respects with the covenants and obligations contained in the Merger Agreement required to be performed and complied with at or prior to closing; and

● the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement).

The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger other than those conditions to be satisfied at closing. Until the closing, the Company will continue to operate as an independent company.

If the Merger is consummated, the Class A Common Stock of the Company will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In the first quarter of 2023, the Company incurred approximately $3.0 million of Merger related costs that are recorded in general and other operating expenses within the unaudited condensed consolidated statements of comprehensive income (loss).

Charter Amendment

In connection with the Merger Agreement, the Company will take all actions to adopt the Charter Amendment, effective immediately prior to the Effective Time to revise Section 3.2(e) thereto to exempt the transactions contemplated by the Merger Agreement (including the Merger) from the application thereof.

Rollover Agreement

In connection with the Merger Agreement, the Rollover Holders will roll over approximately one-third of their Company Common Stock (the “Rollover Shares”) as set forth in a separate Rollover Agreement (the “Rollover Agreement”). The Rollover Shares will not be converted into the right to receive the Per Share Price, but instead, immediately prior to the Effective Time, will be contributed to Holdings, in exchange for two classes of units in Holdings intended to be approximately equivalent to a 10% equity position in the entity that will hold the Company business unit of Knight-Swift after consummating the Merger (the “Company Unit”). Under an amended and restated operating agreement of Holdings, the units received by the Rollover Holders will have certain limited consent rights and be subject to certain optional and mandatory purchase provisions during the five-year period post-closing. One class of membership interests will be subject to put and call rights at a defined fair market value measure in favor of the Rollover Holders and Knight-Swift, respectively and will be purchased by Knight-Swift at that defined fair market value measure if outstanding at the fifth anniversary of the Merger. In order for the put right to become exercisable, it is subject to a $175 million minimum adjusted operating income threshold for the Company Unit. In addition, Knight-Swift will have a call right, exercisable only within the first 15 months after closing, at an exercise price of approximately $140 million. The second class of membership interests will be repurchased by Knight-Swift for $40 million if the Company Unit achieves $250 million in adjusted operating income for a trailing annual period at or prior to the fifth anniversary of closing. If such threshold is not met, the second class of interests will be forfeited for no value.

The Rollover Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the mutual written consent of Knight-Swift and the Rollover Holders.

Support Agreement

In connection with entering into the Merger Agreement, on March 20, 2023, the Company, the members of the Special Committee of the Board of Directors comprised solely of disinterested and independent directors (the “Special Committee”) and the Rollover Holders, who collectively beneficially own approximately 58% of the voting power of the Company, have entered into an Irrevocable Proxy and Agreement (the “Support Agreement”), pursuant to which, among other things, the Rollover Holders have granted an irrevocable proxy in favor of the Special Committee (acting as a majority) to vote the shares owned by the Rollover Holders: (i) in favor of (a) the approval of the Charter Amendment, (b) the adoption of the Merger Agreement and the approval of the Merger, (c) the approval of any advisory proposal with respect to “golden parachute compensation,” (d) the approval of any proposal to adjourn or postpone any stockholder meeting relating to the Merger to a later date if the Company proposes or requests such postponement or adjournment, and (e) the approval of any other proposal to be voted upon or consented to by the Company stockholders at any stockholder meeting relating to the Merger or at other meeting of stockholders or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, but only to the extent that such Rollover Shares are entitled to be voted on or consent to such proposal, and (ii) against (a) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (b) any proposal to amend the articles of incorporation or bylaws of the Company, other than the Charter Amendment, (c) any Acquisition Proposal, (d) any reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement), and (e) any other proposal, action, or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

Under the Merger Agreement, the Company has agreed to (i) cause the proxy holder to cause the shares subject to the Support Agreement to appear at and be counted as present for purposes of establishing a quorum and to vote

or consent pursuant to the terms of the Support Agreement, and (ii) enforce the terms of the Support Agreement, and not amend, modify, waive, or terminate any provision of the Support Agreement without the prior written consent of Knight-Swift.

The Support Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time.

Stockholders’ Agreement

On March 20, 2023, the Company amended (the “Second Amendment”) that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) among the Company and certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them), including without limitation executive officers and/or directors Max L. Fuller and William E. Fuller. The Second Amendment provides that the restrictions on Transfer (as defined in the Stockholders’ Agreement) contained in Section 2.1 of the Stockholders' Agreement will not apply to any Transfer to Knight-Swift or any subsidiary thereof.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

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, 2022 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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022.

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 three months ended

March 31, 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)

3 Months Ended

Mar. 31, 2023

Income Taxes

Schedule of income tax provision (benefit)

	Three Months Ended
	March 31,
	2023			2022
Loss before income tax benefit	$	(36,950)		$	(11,122)
Income tax benefit		(9,873)			(2,149)
Effective tax rate		26.7	%		19.3	%

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2023

Long-Term Debt

Schedule of long-term debt instruments

	March 31, 2023		December 31, 2022
Line of credit, maturing January 2025	$	132,104	$	96,200
Revenue equipment installment notes with finance companies, weighted average interest rate of 4.5% and 4.2% at March 31, 2023 and December 31, 2022, due in monthly installments with final maturities at various dates through December 2027, secured by related revenue equipment with a net book value of $362.4 million and $363.9 million at March 31, 2023 and December 31, 2022		344,899		346,662
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2023 and December 31, 2022 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $28.6 million and $32.1 million at March 31, 2023 and December 31, 2022		13,920		23,108
Other		6,390		10,657
		497,313		476,627
Less: Debt issuance costs		(50)		(310)
Less: Current maturities of long-term debt		(120,398)		(122,009)
	$	376,865	$	354,308

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases

Schedule of lease-related assets and liabilities recorded on the balance sheet

			March 31,		December 31,
Leases	Classification	2023		2022
Assets
Operating	Operating lease right-of-use assets	$	347,751	$	333,498
Finance	Property and equipment, net		6,424		6,866
Total leased assets		$	354,175	$	340,364
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	103,893	$	105,078
Finance	Current maturities of long-term debt and finance leases		1,960		2,024
Noncurrent
Operating	Noncurrent operating lease liabilities		243,503		230,505
Finance	Long-term debt and finance leases, net of current maturities		5,203		5,557
Total lease liabilities		$	354,559	$	343,164

Schedule of lease cost for finance and operating leases

		Three Months Ended
		March 31,
Lease Cost	Classification	2023		2022
Operating lease cost	Vehicle rents and General and other operating	$	33,178	$	26,365
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		459		201
Interest on lease liabilities	Interest expense		99		115
Short-term lease cost	Vehicle rents and General and other operating		644		410
Total lease cost		$	34,380	$	27,091

Schedule of leases Cash Flow Information

		Three Months Ended
		March 31,
Lease Cost	Classification	2023		2022
Operating lease cost	Vehicle rents and General and other operating	$	33,178	$	26,365
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		459		201
Interest on lease liabilities	Interest expense		99		115
Short-term lease cost	Vehicle rents and General and other operating		644		410
Total lease cost		$	34,380	$	27,091

	Three Months Ended
	March 31,
Cash Flow Information	2023		2022
Cash paid for operating leases included in operating activities	$	32,876	$	26,365
Cash paid for finance leases included in operating activities	$	100	$	115
Cash paid for finance leases included in financing activities	$	457	$	370
Operating lease right-of-use assets obtained in exchange for lease obligations	$	40,983	$	14,223

Schedule of lease term and discount rate

	March 31, 2023
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	4.8	%
Finance leases	7.4	5.2	%
	March 31, 2022
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	3.8	%
Finance leases	8.0	4.6	%

Schedule of future maturities of finance and operating lease liabilities

	March 31, 2023
	Finance		Operating
2023	$	2,264	$	91,318
2024		1,037		95,503
2025		699		75,472
2026		588		53,681
2027		604		20,464
Thereafter		3,283		56,235
		8,475		392,673
Less: Amount representing interest		(1,312)		(45,277)
Total	$	7,163	$	347,396

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Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-based Compensation

Schedule of Nonvested Restricted Stock Shares Activity

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2022	2,438,985	$	4.99
Granted	1,936,102		1.39
Vested	(628,434)		5.75
Forfeited	(110,898)		3.61
Unvested at March 31, 2023	3,635,755	$	2.99

Schedule of Share-based Payment Arrangement, Option, Activity

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2022	45,807	$	4.41
Vested	(45,807)		4.41
Unvested at March 31, 2023	—	$	—

Share-based Payment Arrangement, Restricted Stock Unit, Activity

	Number of	Weighted
	Units	Average
Unvested at December 31, 2022	306,717	$	2.15
Vested	(153,323)		2.15
Unvested at March 31, 2023	153,394	$	2.15

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2023

Income (Loss) per Share

Schedule of basic and diluted earnings per share

	Three Months Ended
	March 31,
	2023		2022
Numerator - Basic
Net loss	$	(27,077)	$	(8,973)
Net income (loss) attributable to noncontrolling interest		43		(71)
Net loss attributable to common stockholder	$	(27,120)	$	(8,902)
Numerator - Dilutive
Net loss	$	(27,077)	$	(8,973)
Net income (loss) attributable to noncontrolling interest		43		(71)
Net loss attributable to common stockholder	$	(27,120)	$	(8,902)
Basic weighted average of outstanding shares of common stock		52,128		50,849
Dilutive effect of equity awards		—		—
Dilutive effect of assumed subsidiary share conversion		—		—
Diluted weighted average of outstanding shares of common stock		52,128		50,849
Basic earnings (loss) per share	$	(0.52)	$	(0.18)
Diluted earnings (loss) per share	$	(0.52)	$	(0.18)

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Information

Summary of our segment information

	Three Months Ended
	March 31,
	2023		2022
Revenues
Truckload	$	441,148	$	423,260
Brokerage		51,578		93,928
Total Operating Revenue	$	492,726	$	517,188
Operating Income (Loss)
Truckload	$	(30,247)	$	273
Brokerage		393		(483)
Total Operating Loss	$	(29,854)	$	(210)
Depreciation & Amortization
Truckload	$	26,131	$	17,820
Brokerage		1,178		897
Total Depreciation & Amortization	$	27,309	$	18,717

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Organization and Operations (Details)	3 Months Ended
	Mar. 31, 2023 segment $ / shares shares	Dec. 31, 2022 $ / shares shares
Organization and Operations
Number of reportable segments | segment	2
Preferred stock, shares authorized (in shares)	9,333,333
Common stock Class A
Organization and Operations
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
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	3 Months Ended
	Mar. 31, 2022 USD ($)
Summary of Significant Accounting Policies
Non-cash adjustment	$ 2.2
Depreciation and amortization expense
Summary of Significant Accounting Policies
Non-cash adjustment	$ 2.2

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Income Taxes - Components of Earnings (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Taxes
Loss before income tax benefit	$ (36,950)	$ (11,122)
Income tax benefit	$ (9,873)	$ (2,149)
Effective tax rate	26.70%	19.30%
Statutory income tax rate, as a percent	21.00%	21.00%

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Investments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Apr. 15, 2021	Mar. 31, 2021
Equity and Other Investments:
Investment in equity securities	$ 500			$ 5,000
Number of shares held				353,604
Unrealized loss (gain) on investment	$ (60)	$ (8,363)
TuSimple
Equity and Other Investments:
Share price			$ 40.00

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Long-Term Debt - Components (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Long-term debt:
Long-term debt, gross	$ 497,313	$ 476,627
Less: Debt issuance costs	(50)	(310)
Less: Current maturities of long-term debt	(120,398)	(122,009)
Long-term debt, excluding current maturities	376,865	354,308
Revolving Credit Facility
Long-term debt:
Long-term debt, gross	132,104	96,200
Revenue equipment installment notes
Long-term debt:
Long-term debt, gross	$ 344,899	$ 346,662
Weighted average interest rate	4.50%	4.20%
Collateral	$ 362,400	$ 363,900
Mortgage note payables
Long-term debt:
Long-term debt, gross	13,920	23,108
Collateral	$ 28,600	$ 32,100
Mortgage note payables | Minimum
Long-term debt:
Interest rate	4.17%	4.17%
Mortgage note payables | Maximum
Long-term debt:
Interest rate	6.99%	6.99%
Other Debt
Long-term debt:
Long-term debt, gross	$ 6,390	$ 10,657

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Long-Term Debt - Credit Facilities (Details) $ in Millions		3 Months Ended
	Jan. 28, 2020 USD ($)	Mar. 31, 2023 USD ($)
Credit Facilities
Letters of credit outstanding		$ 32.1
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
Covenant testing trigger, as a percent	10.00%
Covenant testing trigger, amount	$ 20.0
Fixed charge coverage ratio required		0
Minimum
Credit Facilities
Fixed charge coverage ratio, as a percent	1.00%
Maximum
Credit Facilities
Fixed charge coverage ratio, as a percent	1.00%
Base rate loans | Federal Funds Rate
Credit Facilities
Basis spread on variable rate, as a percent	0.50%
Eurodollar rate loans | Minimum
Credit Facilities
Basis spread on variable rate, as a percent	1.25%
Eurodollar rate loans | Maximum
Credit Facilities
Basis spread on variable rate, as a percent	1.75%
Credit Facility
Credit Facilities
Debt Instrument, Term		5 years
Letters of credit outstanding		$ 32.1
Amount available to borrow		51.8
Amount outstanding		$ 132.1
Revolving Credit Facility
Credit Facilities
Borrowing capacity	$ 250.0
Commitment fee, as a percent	0.25%
Borrowing base limit	$ 250.0
Revolving Credit Facility | Maximum
Credit Facilities
Borrowing capacity	$ 75.0
Revolving Credit Facility | One Month Secured Overnight Financing Rate (SOFR)
Credit Facilities
Basis spread on variable rate, as a percent	0.10%
Revolving Credit Facility | Three Month Secured Overnight Financing Rate (SOFR)
Credit Facilities
Basis spread on variable rate, as a percent	0.15%
Revolving Credit Facility | Six Month Secured Overnight Financing Rate (SOFR)
Credit Facilities
Basis spread on variable rate, as a percent	0.25%
Letter of Credit
Credit Facilities
Borrowing capacity	$ 75.0
Swingline Facility
Credit Facilities
Borrowing capacity	$ 25.0

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Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases:
Operating leased asset	$ 347,751	$ 333,498
Finance leased asset	$ 6,424	$ 6,866
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, at cost	Property and equipment, at cost
Total leased assets	$ 354,175	$ 340,364
Operating lease liabilities, current	103,893	105,078
Finance lease liabilities, current	$ 1,960	$ 2,024
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Lease Obligation, Current	Long-term Debt and Lease Obligation, Current
Operating lease liabilities, noncurrent	$ 243,503	$ 230,505
Finance lease liabilities, noncurrent	$ 5,203	$ 5,557
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term Debt Gross And Finance Leases Noncurrent	Long-term Debt Gross And Finance Leases Noncurrent
Total lease liabilities	$ 354,559	$ 343,164
Minimum
Leases:
Finance lease terms	1 year
Operating lease term	1 year
Maximum
Leases:
Finance lease terms	16 years
Operating lease term	16 years

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Leases - Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases:
Total lease cost	$ 34,380	$ 27,091
Vehicle rents and General and other operating
Leases:
Operating lease cost	33,178	26,365
Short-term lease cost	644	410
Depreciation and amortization
Leases:
Amortization of finance lease assets	459	201
Interest expense
Leases:
Interest on lease liabilities	$ 99	$ 115

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Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Cash paid for operating leases included in operating activities	$ 32,876	$ 26,365
Cash paid for finance leases included in operating activities	100	115
Cash paid for finance leases included in financing activities	457	370
Operating lease right-of-use assets obtained in exchange for lease obligations	40,983	14,223
Noncash lease expense	$ 33,200	$ 26,800

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Leases - Lease Term and Discount Rate (Details)	Mar. 31, 2023	Mar. 31, 2022
Leases
Weighted-Average Remaining Lease Term (years), Operating leases	4 years 8 months 12 days	4 years 8 months 12 days
Weighted-Average Discount Rate, Operating leases (as a percent)	4.80%	3.80%
Weighted-Average Remaining Lease Term (years), Finance leases	7 years 4 months 24 days	8 years
Weighted-Average Discount Rate, Finance leases (as a percent)	5.20%	4.60%

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Leases - Futures maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Finance
2023	$ 2,264
2024	1,037
2025	699
2026	588
2027	604
Thereafter	3,283
Finance Lease, Liability, Payment, Due, Total	8,475
Less: Amount representing interest	(1,312)
Total	$ 7,163
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Noncurrent operating lease liabilities
Operating
2023	$ 91,318
2024	95,503
2025	75,472
2026	53,681
2027	20,464
Thereafter	56,235
Lessee, Operating Lease, Liability, Payments, Due, Total	392,673
Less: Amount representing interest	(45,277)
Total	347,396
Operating lease income	$ 4,300	$ 4,600
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)

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Leases - Sale leaseback (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating lease income	$ 4.3	$ 4.6
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)

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Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) item	Feb. 10, 2023 USD ($)
Commitments and Contingencies:
Monetary component of settlement, payment by insurance carriers | $	$ 13,000
Letters of credit outstanding | $	$ 32,100
California Wage And Hour Class Action Litigation
Commitments and Contingencies:
Amount agreed to settle the case, exclusive of employer-side taxes | $		$ 4,690
Estimated employer's side FICA tax | $		$ 100
Stockholder Claims
Commitments and Contingencies:
Number of proposed classes filing claims	8
Tennessee State Court Cases
Commitments and Contingencies:
Number of claims	5
Number of officers	5
Number of underwriters	7
Number of remaining claims	1
Federal Court Cases
Commitments and Contingencies:
Number of claims	2
Number of remaining claims	2
New York State Court Case
Commitments and Contingencies:
Number of claims	1
Stockholder Derivative Action Filed In Nevada
Commitments and Contingencies:
Number of officers	5
Number of board members	5
Revenue and other equipment, terminal improvements
Commitments and Contingencies:
2023 | $	$ 40,000

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Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan - $ / shares	3 Months Ended
	Mar. 31, 2023	May 31, 2020	Jun. 30, 2018
Common Stock Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance, in shares		5,800,000	3,200,000
Restricted Stock And RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Unvested, beginning balance (in shares)	2,438,985
Granted, number of shares (in shares)	1,936,102
Vested, number of shares (in shares)	(628,434)
Forfeited, number of shares (in shares)	(110,898)
Unvested, ending balance (in shares)	3,635,755
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Unvested, weighted average, beginning (in dollars per share)	$ 4.99
Granted, weighted average grant date fair value (in dollars per share)	1.39
Vested, weighted average grant date fair value (in dollars per share)	5.75
Forfeited, weighted average grant date fair value (in dollars per share)	3.61
Unvested, weighted average, ending (in dollars per share)	$ 2.99

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Share-based Compensation - Omnibus Plan Other Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	578,598
Share-based compensation recognized cost	$ 0.1	$ 0.1
Service-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	3,057,157
Share-based compensation recognized cost	$ 0.8	$ 1.1
Unrecognized amount	$ 8.7
Unrecognized cost, period for recognition	2 years 9 months 18 days
Service-Based Awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Service-Based Awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	5 years

XML

Share-based Compensation - Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares
Unvested, beginning balance (in shares) | shares	45,807
Vested (in shares) | shares	(45,807)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value
Unvested, weighted average grant date fair value at beginning of period (in dollars per share) | $ / shares	$ 4.41
Vested, weighted average grant date fair value (in dollars per share) | $ / shares	$ 4.41

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Share-based Compensation - Options Information and Valuation (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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
Number of stock options exercisable	315,898
Weighted average exercise price of stock options that are exercisable	$ 12.17
Remaining contractual life of exercisable stock options	5 years 7 months 6 days

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Share-based Compensation - Restricted Stock Units (Details) - Pre-IPO Restricted Stock Plan - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Unvested, beginning balance (in shares)	306,717
Vested, number of shares (in shares)	(153,323)
Unvested, ending balance (in shares)	153,394
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
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
Share-based compensation recognized cost	$ 0.1	$ 0.1
Unrecognized amount	$ 0.3
Unrecognized cost, period for recognition	10 months 24 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Vesting period	7 years

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Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	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%
Purchase price as percentage of fair value	85.00%
Share-based compensation recognized cost		$ 0.1

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Earnings per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income (Loss) per Share
Antidilutive securities excluded from computation of earnings per share	5,714,771	4,791,098

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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
	Mar. 31, 2023	Mar. 31, 2022
Numerator - Basic
Net income (loss)	$ (27,077)	$ (8,973)
Net income attributable to noncontrolling interest	43	(71)
Net total and comprehensive loss attributable to controlling interest	(27,120)	(8,902)
Numerator - Dilutive
Net income (loss)	(27,077)	(8,973)
Net income (loss) attributable to noncontrolling interest	43	(71)
Net income (loss) attributable to common stockholder	$ (27,120)	$ (8,902)
Weighted average of outstanding shares of common stock
Basic weighted average of outstanding shares of common stock (in shares)	52,128	50,849
Diluted weighted average of outstanding shares of common stock (in shares)	52,128	50,849
Basic earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)
Diluted earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)

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Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Operating revenue
Total operating revenue	$ 492,726	$ 517,188
Operating Income (Loss)
Total Operating Loss	(29,854)	(210)
Depreciation & Amortization
Total Depreciation & Amortization	27,309	18,717
Truckload Segment
Operating revenue
Total operating revenue	441,148	423,260
Operating Income (Loss)
Total Operating Loss	(30,247)	273
Depreciation & Amortization
Total Depreciation & Amortization	26,131	17,820
Brokerage Segment
Operating revenue
Total operating revenue	51,578	93,928
Operating Income (Loss)
Total Operating Loss	393	(483)
Depreciation & Amortization
Total Depreciation & Amortization	$ 1,178	$ 897

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Proposed Merger (Details) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 20, 2023 USD ($) item D $ / shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 $ / shares
Common Stock Class A
Proposed Merger
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Common stock Class A
Proposed Merger
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Merger Subsidiary | Knight-Swift
Proposed Merger
Common stock, par value (in dollars per share)	$ 0.01
Share price	$ 6.15
Percent of rollover shares	33.33%
Threshold consecutive trading days | D	10
Number of classes of units | item	2
Percent of equity position	10.00%
Purchase provision period	5 years
Number of classes subject to put and call rights | item	1
Threshold minimum adjusted operating income for exercise of put rights | $	$ 175.0
Call rights exercisable period	15 months
Call rights exercise price | $	$ 140.0
Repurchase price of membership interests | $	40.0
Adjusted operating income required for repurchase of second class membership interests | $	$ 250.0
Percent of beneficial ownership	58.00%
Merger Subsidiary | Knight-Swift | General and other operating expenses
Proposed Merger
Merger related costs | $		$ 3.0
Merger Subsidiary | Knight-Swift | PSU
Proposed Merger
Percent of target achievement	100.00%
Merger Subsidiary | Knight-Swift | Common Stock Class A
Proposed Merger
Common stock, par value (in dollars per share)	$ 0.01
Merger Subsidiary | Knight-Swift | Common stock Class A
Proposed Merger
Common stock, par value (in dollars per share)	$ 0.01