Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 26, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
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, $0.01 par value | |
Trading Symbol | USX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000923571 | |
Amendment Flag | false | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,687,089 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 34,553,577 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 4,368 | $ 5,505 |
Customer receivables, net of allowance of $153 and $157 at March 31, 2021 and December 31, 2020, respectively | 214,601 | 189,869 |
Other receivables | 17,550 | 19,203 |
Prepaid insurance and licenses | 17,736 | 14,265 |
Operating supplies | 10,165 | 8,953 |
Assets held for sale | 16,040 | 12,382 |
Other current assets | 18,015 | 16,263 |
Total current assets | 298,475 | 266,440 |
Property and equipment, at cost | 894,774 | 896,264 |
Less accumulated depreciation and amortization | (416,550) | (394,603) |
Net property and equipment | 478,224 | 501,661 |
Other assets | ||
Operating lease right of use assets | 271,175 | 287,251 |
Goodwill | 59,221 | 59,221 |
Intangible assets, net | 25,125 | 25,513 |
Other | 39,420 | 39,504 |
Total other assets | 394,941 | 411,489 |
Total assets | 1,171,640 | 1,179,590 |
Current liabilities | ||
Accounts payable | 96,548 | 83,621 |
Book overdraft | 2,584 | |
Accrued wages and benefits | 41,789 | 40,095 |
Claims and insurance accruals, current | 51,238 | 47,667 |
Other accrued liabilities | 5,731 | 5,986 |
Current portion of operating lease liabilities | 76,397 | 78,193 |
Current maturities of long-term debt and finance leases | 91,224 | 103,690 |
Total current liabilities | 365,511 | 359,252 |
Long-term debt and finance leases, net of current maturities | 251,056 | 255,287 |
Less unamortized discount and debt issuance costs | (393) | (314) |
Net long-term debt and finance leases | 250,663 | 254,973 |
Deferred income taxes | 26,403 | 25,162 |
Other long-term liabilities | 14,652 | 14,615 |
Claims and insurance accruals, long-term | 53,680 | 55,420 |
Noncurrent operating lease liabilities | 195,456 | 209,311 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Additional paid-in capital | 263,090 | 261,338 |
Retained Earnings (Deficit) | 108 | (2,430) |
Stockholders' equity | 263,700 | 259,405 |
Noncontrolling interest | 1,575 | 1,452 |
Total stockholders' equity | 265,275 | 260,857 |
Total liabilities and stockholders' equity | 1,171,640 | 1,179,590 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 345 | 340 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common stock | $ 157 | $ 157 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance | $ 153 | $ 157 |
Class A common stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common stock, shares issued (in shares) | 34,541,507 | 33,981,185 |
Common stock, shares outstanding (in shares) | 34,541,507 | 33,981,185 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 15,687,089 | 15,647,095 |
Common stock, shares outstanding (in shares) | 15,687,089 | 15,647,095 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Revenue | $ 450,760 | $ 432,568 |
Operating expenses | ||
Salaries, wages, and benefits | 142,003 | 135,378 |
Fuel and fuel taxes | 40,404 | 40,207 |
Vehicle rents | 21,463 | 21,877 |
Depreciation and amortization, net of (gain) loss on sale of property | 22,382 | 25,803 |
Operating expenses and supplies | 32,515 | 35,730 |
Insurance premiums and claims | 21,777 | 26,023 |
Operating taxes and licenses | 3,269 | 3,677 |
Communications and utilities | 2,388 | 2,452 |
General and other operating expenses | 14,900 | 15,335 |
Total operating expenses | 442,762 | 436,236 |
Operating income | 7,998 | (3,668) |
Other expense (income) | ||
Interest expense, net | 3,687 | 5,421 |
Other, net | 2,000 | |
Nonoperating Income (Expense), Total | (3,687) | (7,421) |
Income (loss) before income tax provision | 4,311 | (11,089) |
Income tax provision | 1,650 | (1,857) |
Net total and comprehensive income (loss) | 2,661 | (9,232) |
Net total and comprehensive income (loss) attributable to noncontrolling interest | 123 | (16) |
Net total and comprehensive income (loss) attributable to controlling interest | $ 2,538 | $ (9,216) |
Earnings (loss) per share | ||
Basic earnings (loss) per share (in dollars per share) | $ 0.05 | $ (0.19) |
Basic weighted average shares outstanding (in shares) | 49,975 | 49,217 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.05 | $ (0.19) |
Diluted weighted average shares outstanding (in shares) | 51,524 | 49,217 |
Cargo and Freight [Member] | ||
Revenues | ||
Revenue | $ 417,641 | $ 392,820 |
Fuel Surcharge [Member] | ||
Revenues | ||
Revenue | 33,119 | 39,748 |
Shipping and Handling [Member] | ||
Operating expenses | ||
Purchased transportation | $ 141,661 | $ 129,754 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net income (loss) | $ 2,661 | $ (9,232) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Deferred income tax provision (benefit) | 1,241 | (1,882) |
Depreciation and amortization | 20,777 | 22,597 |
Losses on sale of equipment | 1,605 | 3,206 |
Share based compensation | 2,134 | 836 |
Other | 184 | 2,652 |
Changes in operating assets and liabilities: | ||
Receivables | (23,448) | (3,183) |
Prepaid insurance and licenses | (3,471) | (5,784) |
Operating supplies | (1,178) | (151) |
Other assets | (1,337) | 386 |
Accounts payable and other accrued liabilities | 14,459 | 8,788 |
Accrued wages and benefits | 1,694 | 1,845 |
Net cash provided by operating activities | 15,321 | 20,078 |
Investing activities | ||
Payments for purchases of property and equipment | (21,974) | (76,761) |
Proceeds from sales of property and equipment | 19,955 | 9,650 |
Other | (2,000) | |
Net cash used in investing activities | (2,019) | (69,111) |
Financing activities | ||
Borrowings under lines of credit | 47,600 | 147,654 |
Payments under lines of credit | (34,400) | (70,654) |
Borrowings under long-term debt | 12,288 | 142,644 |
Payments of long-term debt and finance leases | (42,185) | (171,266) |
Payments of financing costs | (100) | (1,255) |
Payments of long-term consideration for business acquisition | (1,000) | |
Tax withholding related to net share settlement of restricted stock awards | (915) | (91) |
Proceeds from issuance of common stock under ESPP | 538 | 420 |
Proceeds from long-term consideration for sale of subsidiary | 151 | 144 |
Book overdraft | 2,584 | 2,376 |
Net cash (used in) provided by financing activities | (14,439) | 48,972 |
Net change in cash and cash equivalents | (1,137) | (61) |
Cash and cash equivalents: | ||
Beginning of period | 5,505 | 5,687 |
End of period | 4,368 | 5,626 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for interest | 3,497 | 4,215 |
Cash paid during the year for income taxes | (166) | 243 |
Supplemental disclosure of significant noncash investing and financing activities | ||
Property and equipment amounts accrued in accounts payable | $ 1,204 | $ 2,397 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member]Class A common stock | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) | Noncontrolling Interest [Member] | Total |
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | $ 333 | $ 157 | $ 250,700 | $ (20,982) | $ 628 | $ 230,836 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 836 | 836 | ||||
Vesting of restricted units | 1 | 1 | (93) | (91) | ||
Issuance of common stock under ESPP, value | 1 | 419 | 420 | |||
Net income (loss) | (9,216) | (16) | (9,232) | |||
Stockholders' Equity, Ending Balance at Mar. 31, 2020 | 335 | 158 | 251,862 | (30,198) | 612 | 222,769 |
Stockholders' Equity, Beginning Balance at Dec. 31, 2020 | 340 | 157 | 261,338 | (2,430) | 1,452 | 260,857 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 2,134 | 2,134 | ||||
Vesting of restricted units | 3 | 1 | (919) | (915) | ||
Class A stock issued in conversion | 1 | |||||
Class B stock converted to Class A stock | (1) | |||||
Issuance of common stock under ESPP, value | 1 | 537 | 538 | |||
Net income (loss) | 2,538 | 123 | 2,661 | |||
Stockholders' Equity, Ending Balance at Mar. 31, 2021 | $ 345 | $ 157 | $ 263,090 | $ 108 | $ 1,575 | $ 265,275 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and third-party carriers through our non-asset-based truck brokerage network. The Company has two reportable segments, Truckload and Brokerage. Our Truckload segment offers asset-based truckload services, including over-the-road (“OTR”) trucking and dedicated contract services. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to third-party carriers. Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, the rights and preferences of which may be designated by the Board of Directors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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, 2020 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. The reclassification consisted primarily of $5.9 million of largely driver expenses reclassified from General and other expenses to Operating expenses and supplies for the quarter ended March 31, 2020 Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, which modifies Accounting Standards Codification (“ASC”) 740 to simplify the accounting for income taxes. We adopted ASU 2019-12 effective January 1, 2021 and the application of this guidance did not have a material impact on our financial statements . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. Income Taxes The Company’s provision for income taxes for the three months ended March 31, 2021 is based on the estimated annual effective tax rate for the year, plus discrete items, while the provision for income taxes for the three months ended March 31, 2020 is based on the actual effective tax rate for the year to date. The following table presents the provision for income taxes and the effective tax rates for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Income (loss) before income tax provision (benefit) $ 4,311 $ (11,089) Income tax provision (benefit) 1,650 (1,857) Effective tax rate 38.3 % 16.7 % The difference between the Company’s effective tax rate for the three months ended March 31, 2021 and 2020 and the US statutory rate of 21% primarily relates to nondeductible expenses, federal income tax credits, state income taxes (net of federal benefit), and a net increase in valuation allowances. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 4. Investments Subsequent Event 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 elected the fair value option to account for this investment we will adjust our investment to the new fair value beginning the second quarter of 2021 with changes recorded as an unrealized gain on equity securities in the condensed consolidated statements of comprehensive income (loss). |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5. Long-Term Debt Long-term debt at March 31, 2021 and December 31, 2020 consists of the following (in thousands): March 31, 2021 December 31, 2020 Line of credit, maturing January 2025 $ 13,200 $ — Revenue equipment installment notes with finance companies, weighted average interest rate of 4.0% and 4.0% at March 31, 2021 and December 31, 2020, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $293.9 million and $317.2 million at March 31, 2021 and December 31, 2020 290,937 315,163 Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2021 and December 31, 2020 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $31.4 million and $31.8 million at March 31, 2021 and December 31, 2020 25,637 25,977 Other 6,406 11,245 336,180 352,385 Less: Debt issuance costs (393) (314) Less: Current maturities of long-term debt (87,682) (99,955) $ 248,105 $ 252,116 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 Borrowings under the new Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base or revolving credit facility or (B) $20.0 million. Based on excess availability as of March 31, 2021, 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, 2021, the Credit Facility had issued collateralized letters of credit in the face amount of $28.1 million, with $13.2 million in borrowings outstanding and $162.1 million available to borrow. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases We have operating and finance leases The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands): Leases Classification March 31, 2021 Assets Operating Operating lease right-of-use assets $ 271,175 Finance Property and equipment, net 6,523 Total leased assets $ 277,698 Liabilities Current Operating Current portion of operating lease liabilities $ 76,397 Finance Current maturities of long-term debt and finance leases 3,542 Noncurrent Operating Noncurrent operating lease liabilities 195,456 Finance Long-term debt and finance leases, net of current maturities 2,558 Total lease liabilities $ 277,953 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 2021 2020 Operating lease cost Vehicle rents and General and other operating $ 23,091 $ 21,915 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 428 438 Interest on lease liabilities Interest expense 108 173 Short-term lease cost Vehicle rents and General and other operating 1,343 2,018 Total lease cost $ 24,970 $ 24,544 Three Months Ended March 31, Cash Flow Information 2021 2020 Cash paid for operating leases included in operating activities $ 23,091 $ 21,915 Cash paid for finance leases included in operating activities $ 108 $ 173 Cash paid for finance leases included in financing activities $ 490 $ 2,741 Operating lease right-of-use assets obtained in exchange for lease obligations $ 3,233 $ 30,406 Noncash lease expense was $23.5 million and $21.9 million during the three months ended March 31, 2021 and 2020, respectively. March 31, 2021 Weighted ‑ Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 5.0 4.0 % Finance leases 2.7 5.5 % March 31, 2020 Weighted ‑ Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 5.0 4.3 % Finance leases 3.2 5.4 % As of March 31, 2021, future maturities of lease liabilities were as follows (in thousands): March 31, 2021 Finance Operating 2021 $ 3,482 $ 65,413 2022 1,423 78,579 2023 1,423 62,982 2024 296 33,751 2025 — 17,444 Thereafter — 45,250 6,624 303,419 Less: Amount representing interest (524) (31,566) Total $ 6,100 $ 271,853 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, is not expected to have a materially adverse effect on the Company’s financial position or results of operations. For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of the proceedings, including pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. California Wage and Hour Class Action Litigation On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice, under Rule 26 due to lack of commonality amongst the putative class members. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class now consists of all employee drivers who resided in California and who have driven in the State of California on behalf of U.S. Xpress at any time since December 23, 2011. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest. On May 2, 2019, the district court dismissed on grounds of preemption the claims alleging failure to provide duty free meal and rest breaks or to pay premium pay for failure to provide such breaks under California law. The Ninth Circuit Court of Appeals recently upheld the administrative ruling that formed the basis for the district court’s ruling. The parties also filed cross-motions for summary judgment on the remaining claims, and the Company filed a motion to decertify the class. The court recently issued its ruling on the pending cross-motions: (1) the court denied the Company’s motion to decertify the class; (2) the court granted the Company’s motion for summary judgment on the plaintiff’s minimum wage claim for non-driving duties such as pre-trip and post-trip inspection, fueling, receiving dispatches, waiting to load or unload, and handling paperwork for the loads for January 1, 2013 forward (leaving the minimum wage claim only for the approximate one-year 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”). All of these matters are in preliminary stages of litigation. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters. As to the Tennessee State Court Cases, two of five complaints were voluntarily dismissed and the remaining three were consolidated with a Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against the Company, five of our current and former officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”). The putative class action lawsuit is based on allegations that the Company made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees) on behalf of the putative class. On June 28, 2019, the defendants filed a Motion to Dismiss the Tennessee State Court Cases for failure to allege facts sufficient to support a violation of Section 11, 12 or 15 of the Securities Act. On November 13, 2020, the court presiding over the Tennessee State Court Cases entered an order, granting in part and denying in part the defendants’ Motions to Dismiss the Consolidated State Court Complaint. The court held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Consolidated State Court Complaint. The court, however, held that the Consolidated State Court Complaint sufficiently alleged violations of the Securities Act with respect to one statement from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statement deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. The Tennessee State Court Cases are currently in discovery. As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15 of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On December 23, 2019, the defendants filed a Motion to Dismiss the Amended Federal Complaint in its entirety for failure to allege facts sufficient to state a claim under either the Securities Act or the Exchange Act. The plaintiffs filed their Opposition to that Motion on March 9, 2020, and the defendants filed their Reply brief on April 23, 2020. On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely the plaintiffs’ claims for alleged violations of the Exchange Act and further held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Amended Federal Complaint. The court, however, held that the Federal Amended Complaint sufficiently alleged violations of the Securities Act with respect to two statements from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statements deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On February 12, 2021, the Court granted plaintiffs’ Motion for Class Certification and certified a class consisting of all persons or entities who purchased or otherwise acquired USX stock pursuant to and/or traceable to the IPO and who were damaged thereby. The Federal Court Cases are currently in discovery. As to the New York State Case, on March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court residing over the New York State Case dismissed the case. Plaintiff has filed a notice of appeal and a motion to vacate the dismissal, which remain pending. Stockholder Derivative Action On June 7, 2019, a stockholder derivative lawsuit was filed in the District Court for Clark County, Nevada against five of our executives and all five of our independent board members (collectively, the “Individual Defendants”), and naming the Company as a nominal defendant. The complaint alleges that the Company made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO and that the Individual Defendants breached their fiduciary duties by causing or allowing the Company to make such statements. The complaint alleges that the Company has been damaged by the alleged wrongful conduct as a result of, among other things, being subjected to the time and expense of the securities class action lawsuits that have been filed relating to the IPO. In addition to a claim for alleged breach of fiduciary duties, the lawsuit alleges claims against the Individual Defendants for unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The parties have stipulated to a stay of this proceeding pending entry of a final judgment in the Tennessee State Court Cases, Federal Court Case, and the New York State Case. This matter is in the preliminary stages of litigation. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously in this matter. Independent Contractor Class Action On March 26, 2019, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee against the Company and its subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. The putative class includes all individuals who performed work for U.S. Xpress, Inc. or U.S. Xpress Leasing, Inc. as lease drivers from March 26, 2016 to present. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees and thus subject to the Fair Labor Standards Act (“FLSA”). The complaint further alleges that U.S. Xpress, Inc.’s pay practices for the putative class members violated the minimum wage provisions of the FLSA for the period from March 26, 2016 to present. The complaint further alleges that the Company violated the requirements of the Truth in Leasing Act with regard to the independent contractor agreements and lease purchase agreements it entered into with the putative class members. The complaint further alleges that the Company failed to comply with the terms of the independent contractor agreements and lease purchase agreements entered into with the putative class members, that it violated the provisions of the Tennessee Consumer Protection Act in advertising, describing and marketing the lease purchase program to the putative class members, and that it was unjustly enriched as a result of the foregoing allegations. We filed a Motion to Compel Arbitration on October 18, 2019. On January 17, 2020, the court granted that motion, in part, compelling arbitration on all of the plaintiff’s claims and denying the plaintiff’s motion for conditional certification of a collective action. The court further stayed the matter pending arbitration, rather than dismissing it entirely. On March 6, 2020, the plaintiff petitioned the court to certify the decision for an interlocutory appeal. The Company filed an opposition to plaintiff’s motion on March 20, 2020, and plaintiff filed her reply on April 3, 2020, purportedly relying, in part, on a recent case from Massachusetts. In response to that newly cited case, the Company was granted leave to file a surreply, which it filed on April 13, 2020. On September 3, 2020, the district court denied Plaintiff’s petition. The plaintiff initiated arbitration on the claims on December 16, 2020. On March 25, 2021, the arbitrator issued a scheduling order, setting a final arbitration hearing for June 6, 2022.There has been no discovery in this matter, and we are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint and demand are without merit and intend to defend ourselves vigorously in this matter. On June 25, 2020, a second putative collective and class action complaint was filed against the Company and its subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. in the U.S. District Court for the Eastern District of Tennessee. The putative class and collective action includes all current and former over-the-road truck drivers classified as independent contractors who performed work for the Company during the applicable statute of limitations. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees subject to the FLSA. The complaint alleges that U.S. Xpress, Inc.’s pay practices for the putative collective and class members violated the minimum wage provisions of the FLSA for the period from June 25, 2017 to the present. The complaint further alleges that we failed to pay the plaintiff and members of the class for all miles they drove and breached the contract between the parties and that we were unjustly enriched as a result of the foregoing allegations. The plaintiff agreed to submit his claims to individual arbitration and filed an arbitration demand on July 31, 2020. The parties agreed to settle the matter, for a nominal amount and are working to finalize the settlement agreement and to seek court approval of the settlement. The parties will also ask the court to dismiss the case, with prejudice. The Company continues to deny the allegations made in the complaint and demand. Other The Company had letters of credit of $28.1 million outstanding as of March 31, 2021. The letters of credit are maintained primarily to support the Company’s insurance program. The Company had cancelable commitments outstanding at March 31, 2021 to acquire revenue equipment and other equipment for approximately $104.6 million during the remainder of 2021. These purchase commitments are expected to be financed by operating leases, long-term debt and proceeds from sales of existing equipment. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | 8. Share-based Compensation 2018 Omnibus Incentive Plan In June 2018, the Board approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the initial public offering. The Company had reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. In May 2020, the stockholders approved the Amended and Restated Omnibus Plan which, among other things, increased the number of shares remaining to issue to 5.8 million shares. Participants in the Incentive Plan will be selected by the Compensation Committee from the executive officers, directors, employees and consultants of the Company. Awards under the Incentive Plan may be made in the form of stock options, stock appreciation rights, stock awards, restricted stock units, performance awards, performance units, and any other form established by the Compensation Committee pursuant to the Incentive Plan. The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity for the three months ended March 31, 2021: Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2020 1,515,876 $ 6.50 Granted 831,021 9.27 Vested (445,187) 7.10 Forfeited (35,624) 6.98 Unvested at March 31, 2021 1,866,086 $ 7.61 Service based restricted stock grants vest over periods of one five The following is a summary of the Incentive Plan stock option activity from December 31, 2020 to March 31, 2021: Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2020 203,757 $ 4.96 Granted — — Vested (45,804) 4.41 Forfeited/Canceled — — Unvested at March 31, 2021 157,953 $ 5.12 The stock options vest over a period of four ten At March 31, 2021, the Company had $0.5 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a weighted average period of approximately 1.5 years. As of March 31, 2021, 157,945 options were exercisable with a weighted average exercise price of $12.17 and a weighted average remaining contractual life of 7.9 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 the three months ended March 31, 2021: Number of Weighted Units Average Unvested at December 31, 2020 625,030 $ 2.15 Vested (153,323) 2.15 Unvested at March 31, 2021 471,707 $ 2.15 The vesting schedule for these restricted unit grants range from 3 to 7 years. The Company recognized compensation expense of $0.1 million and $0.1 million during the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, the Company had approximately $1.0 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of approximately 2.9 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 and $0.1 million for the three months ended March 31, 2021 and 2020, respectively, associated with the plan. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per share | |
Income (Loss) Per Share | 9. Earnings per Share Basic earnings per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. The Company excluded 1,055,996 and 2,704,772 equity awards for the three months ended March 31, 2021 and 2020, respectively as inclusion would be anti-dilutive. The basic and diluted earnings per share calculations for the three months ended March 31, 2021 and 2020, respectively, are presented below (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Numerator - Basic Net income (loss) $ 2,661 $ (9,232) Net income (loss) attributable to noncontrolling interest 123 (16) Net income (loss) attributable to common stockholder $ 2,538 $ (9,216) Numerator - Dilutive Net income (loss) $ 2,661 $ (9,232) Net income (loss) attributable to noncontrolling interest (17) (16) Net income (loss) attributable to common stockholder $ 2,678 $ (9,216) Basic weighted average of outstanding shares of common stock 49,975 49,217 Dilutive effect of equity awards 1,078 — Dilutive effect of assumed subsidiary share conversion 471 — Diluted weighted average of outstanding shares of common stock 51,524 49,217 Basic earnings (loss) per share $ 0.05 $ (0.19) Diluted earnings (loss) per share $ 0.05 $ (0.19) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 10. Segment Information The Company’s business is organized into two reportable segments, Truckload and Brokerage. The Truckload segment offers asset-based truckload services, including OTR trucking and dedicated contract services. These services are aggregated because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. The Company’s OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels. The Company’s Brokerage segment is principally engaged in non-asset-based freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers. The following table summarizes our segment information (in thousands): Three Months Ended March 31, 2021 2020 Revenues Truckload $ 368,920 $ 382,092 Brokerage 81,840 50,476 Total Operating Revenue $ 450,760 $ 432,568 Operating Income Truckload $ 6,728 $ 1,200 Brokerage 1,270 (4,868) Total Operating Income (Loss) $ 7,998 $ (3,668) 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. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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, 2020 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. The reclassification consisted primarily of $5.9 million of largely driver expenses reclassified from General and other expenses to Operating expenses and supplies for the quarter ended March 31, 2020 |
Recently Issued and Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, which modifies Accounting Standards Codification (“ASC”) 740 to simplify the accounting for income taxes. We adopted ASU 2019-12 effective January 1, 2021 and the application of this guidance did not have a material impact on our financial statements . |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Three Months Ended March 31, 2021 2020 Income (loss) before income tax provision (benefit) $ 4,311 $ (11,089) Income tax provision (benefit) 1,650 (1,857) Effective tax rate 38.3 % 16.7 % |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, 2021 December 31, 2020 Line of credit, maturing January 2025 $ 13,200 $ — Revenue equipment installment notes with finance companies, weighted average interest rate of 4.0% and 4.0% at March 31, 2021 and December 31, 2020, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $293.9 million and $317.2 million at March 31, 2021 and December 31, 2020 290,937 315,163 Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2021 and December 31, 2020 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $31.4 million and $31.8 million at March 31, 2021 and December 31, 2020 25,637 25,977 Other 6,406 11,245 336,180 352,385 Less: Debt issuance costs (393) (314) Less: Current maturities of long-term debt (87,682) (99,955) $ 248,105 $ 252,116 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Assets and Liabilities [Table Text Block] | Leases Classification March 31, 2021 Assets Operating Operating lease right-of-use assets $ 271,175 Finance Property and equipment, net 6,523 Total leased assets $ 277,698 Liabilities Current Operating Current portion of operating lease liabilities $ 76,397 Finance Current maturities of long-term debt and finance leases 3,542 Noncurrent Operating Noncurrent operating lease liabilities 195,456 Finance Long-term debt and finance leases, net of current maturities 2,558 Total lease liabilities $ 277,953 |
Lease, Cost [Table Text Block] | Three Months Ended March 31, Lease Cost Classification 2021 2020 Operating lease cost Vehicle rents and General and other operating $ 23,091 $ 21,915 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 428 438 Interest on lease liabilities Interest expense 108 173 Short-term lease cost Vehicle rents and General and other operating 1,343 2,018 Total lease cost $ 24,970 $ 24,544 |
Schedule of Leases Cash Flow Information [Table Text Block] | Three Months Ended March 31, Cash Flow Information 2021 2020 Cash paid for operating leases included in operating activities $ 23,091 $ 21,915 Cash paid for finance leases included in operating activities $ 108 $ 173 Cash paid for finance leases included in financing activities $ 490 $ 2,741 Operating lease right-of-use assets obtained in exchange for lease obligations $ 3,233 $ 30,406 |
Operating and Finance Lease, Liability, Maturity [Table Text Block] | March 31, 2021 Finance Operating 2021 $ 3,482 $ 65,413 2022 1,423 78,579 2023 1,423 62,982 2024 296 33,751 2025 — 17,444 Thereafter — 45,250 6,624 303,419 Less: Amount representing interest (524) (31,566) Total $ 6,100 $ 271,853 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2020 1,515,876 $ 6.50 Granted 831,021 9.27 Vested (445,187) 7.10 Forfeited (35,624) 6.98 Unvested at March 31, 2021 1,866,086 $ 7.61 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2020 203,757 $ 4.96 Granted — — Vested (45,804) 4.41 Forfeited/Canceled — — Unvested at March 31, 2021 157,953 $ 5.12 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of Weighted Units Average Unvested at December 31, 2020 625,030 $ 2.15 Vested (153,323) 2.15 Unvested at March 31, 2021 471,707 $ 2.15 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per share | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2021 2020 Numerator - Basic Net income (loss) $ 2,661 $ (9,232) Net income (loss) attributable to noncontrolling interest 123 (16) Net income (loss) attributable to common stockholder $ 2,538 $ (9,216) Numerator - Dilutive Net income (loss) $ 2,661 $ (9,232) Net income (loss) attributable to noncontrolling interest (17) (16) Net income (loss) attributable to common stockholder $ 2,678 $ (9,216) Basic weighted average of outstanding shares of common stock 49,975 49,217 Dilutive effect of equity awards 1,078 — Dilutive effect of assumed subsidiary share conversion 471 — Diluted weighted average of outstanding shares of common stock 51,524 49,217 Basic earnings (loss) per share $ 0.05 $ (0.19) Diluted earnings (loss) per share $ 0.05 $ (0.19) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three Months Ended March 31, 2021 2020 Revenues Truckload $ 368,920 $ 382,092 Brokerage 81,840 50,476 Total Operating Revenue $ 450,760 $ 432,568 Operating Income Truckload $ 6,728 $ 1,200 Brokerage 1,270 (4,868) Total Operating Income (Loss) $ 7,998 $ (3,668) |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Organization and Operations [Line Items] | ||
Number of reportable segments | 2 | |
Preferred stock, shares authorized (in shares) | 9,333,333 | |
Class A common stock | ||
Organization and Operations [Line Items] | ||
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common Class B [Member] | ||
Organization and Operations [Line Items] | ||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total operating expenses | $ 442,762 | $ 436,236 |
Revision of Prior Period, Reclassification, Adjustment [Member] | General and Administrative Expense [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total operating expenses | (5,900) | |
Revision of Prior Period, Reclassification, Adjustment [Member] | Direct Operating Maintenance Supplies Costs [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total operating expenses | $ 5,900 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes and Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income tax provision (benefit) | $ 4,311 | $ (11,089) |
Income tax provision (benefit) | $ 1,650 | $ (1,857) |
Effective tax rate | 38.30% | 16.70% |
Statutory income tax rate, as a percent | 21.00% | 21.00% |
Investments (Details)
Investments (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2021 | Mar. 31, 2021 |
Marketable Securities [Line Items] | ||
Investment in equity securities | $ 5 | |
Number of shares held | 353,604 | |
Tu Simple [Member] | Subsequent Event [Member] | ||
Marketable Securities [Line Items] | ||
Share Price | $ 40 |
Long-term Debt - Components (De
Long-term Debt - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 336,180 | $ 352,385 |
Less: Debt issuance costs | (393) | (314) |
Less: Current maturities of long-term debt | (87,682) | (99,955) |
Long-term debt, excluding current maturities | 248,105 | 252,116 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 13,200 | |
Revenue equipment notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 290,937 | $ 315,163 |
Weighted average interest rate | 4.00% | 4.00% |
Collateral | $ 293,900 | $ 317,200 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 25,637 | 25,977 |
Collateral | $ 31,400 | $ 31,800 |
Mortgages [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.17% | 4.17% |
Mortgages [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.99% | 6.99% |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 6,406 | $ 11,245 |
Long-term Debt - Credit Facilit
Long-term Debt - Credit Facilities (Details) - USD ($) $ in Millions | Jan. 28, 2020 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 28.1 | |
Borrowing base limit | $ 250 | |
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 | |
Fixed charge coverage ratio, as a percent | 100.00% | |
Covenant testing trigger, as a percent | 10.00% | |
Covenant testing trigger, amount | $ 20 | |
Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 0.50% | |
Base Rate Loans [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 0.25% | |
Base Rate Loans [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 0.75% | |
Base Rate Loans [Member] | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 0.50% | |
Base Rate Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 1.00% | |
Eurodollar Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 1.50% | |
Eurodollar Rate Loans [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 1.25% | |
Eurodollar Rate Loans [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 1.75% | |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Term | 5 years | |
Letters of credit outstanding | 28.1 | |
Amount available to borrow | 162.1 | |
Amount outstanding | $ 13.2 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 250 | |
Commitment fee, as a percent | 0.25% | |
Borrowing base limit | $ 250 | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | 75 | |
Swingline Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 25 |
Leases (Details)
Leases (Details) | Mar. 31, 2021 |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 1 year |
Finance lease Term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 15 years |
Finance lease Term | 15 years |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating leased asset | $ 271,175 | $ 287,251 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating leased asset | |
Finance leased asset | $ 6,523 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |
Total leased assets | $ 277,698 | |
Operating lease liabilities, current | $ 76,397 | 78,193 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating lease liabilities, current | |
Finance lease liabilities, current | $ 3,542 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | |
Operating lease liabilities, noncurrent | $ 195,456 | $ 209,311 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities, noncurrent | |
Finance lease liabilities, noncurrent | $ 2,558 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Longterm Debt Gross And Finance Leases Noncurrent | |
Total lease liabilities | $ 277,953 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Finance Lease, Term of Contract | 1 year | |
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Finance Lease, Term of Contract | 15 years | |
Lessee, Operating Lease, Term of Contract | 15 years |
Leases - Cost (Details)
Leases - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Lease, Cost, Total | $ 24,970 | $ 24,544 |
Vehicle Rents and General and Other Operating [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 23,091 | 21,915 |
Short-term lease cost | 1,343 | 2,018 |
Depreciation and Amortization [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Amortization of finance lease assets | 428 | 438 |
Interest Expense [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Interest on lease liabilities | $ 108 | $ 173 |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee Disclosure [Abstract] | ||
Cash paid for operating leases included in operating activities | $ 23,091 | $ 21,915 |
Cash paid for finance leases included in operating activities | 108 | 173 |
Cash paid for finance leases included in financing activities | 490 | 2,741 |
Operating lease right-of-use assets obtained in exchange for lease obligations | 3,233 | 30,406 |
Noncash lease expense | $ 23,500 | $ 21,900 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Mar. 31, 2021 | Mar. 31, 2020 |
Lessee Disclosure [Abstract] | ||
Weighted average remaining lease term, operating leases | 5 years | 5 years |
Discount rate, operating leases (as a percent) | 4.00% | 4.30% |
Weighted average remaining lease term, finance leases | 2 years 8 months 12 days | 3 years 2 months 12 days |
Discount rate, finance leases (as a percent) | 5.50% | 5.40% |
Leases - Futures maturities of
Leases - Futures maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 3,482 |
2022 | 1,423 |
2023 | 1,423 |
2024 | 296 |
Finance Lease, Liability, Payment, Due, Total | 6,624 |
Less: Amount representing interest | (524) |
Total | 6,100 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 | 65,413 |
2022 | 78,579 |
2023 | 62,982 |
2024 | 33,751 |
2025 | 17,444 |
Thereafter | 45,250 |
Lessee, Operating Lease, Liability, Payments, Due, Total | 303,419 |
Less: Amount representing interest | (31,566) |
Total | $ 271,853 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)item | |
Loss Contingencies [Line Items] | |
Letters of credit outstanding | $ | $ 28.1 |
Remaining purchase obligation, remainder of year | $ | $ 104.6 |
California Wage And Hour Class Action Litigation [Member] | |
Loss Contingencies [Line Items] | |
Period covered by claim | 1 year |
Stockholder Claims [Member] | |
Loss Contingencies [Line Items] | |
Number of proposed classes filing claims | 8 |
Tennessee State Court Cases [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 5 |
Number of claims dismissed | 2 |
Number of claims consolidated | 3 |
Number of officers | 5 |
Number of underwriters | 7 |
Number of remaining claims | 1 |
Federal Court Cases [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 2 |
Number of remaining claims | 2 |
New York State Court Case [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 1 |
Stockholder Derivative Action Filed In Nevada [Member] | |
Loss Contingencies [Line Items] | |
Number of officers | 5 |
Number of board members | 5 |
Share-based Compensation - Omni
Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan [Member] - $ / shares | 3 Months Ended | ||
Mar. 31, 2021 | May 31, 2020 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance, in shares | 5,800,000 | 3,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning balance (in shares) | 1,515,876 | ||
Granted, number of shares (in shares) | 831,021 | ||
Vested, number of shares (in shares) | (445,187) | ||
Forfeited, number of shares (in shares) | (35,624) | ||
Unvested, ending balance (in shares) | 1,866,086 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested, weighted average, beginning (in dollars per share) | $ 6.50 | ||
Granted, weighted average grant date fair value (in dollars per share) | 9.27 | ||
Vested, weighted average grant date fair value (in dollars per share) | 7.10 | ||
Forfeited, weighted average grant date fair value (in dollars per share) | 6.98 | ||
Unvested, weighted average, ending (in dollars per share) | $ 7.61 |
Share-based Compensation - Om_2
Share-based Compensation - Omnibus Plan Other Information (Details) - The 2018 Omnibus Incentive Plan [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, ending balance (in shares) | 1,866,086 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, ending balance (in shares) | 199,000 | |
Share-based compensation recognized cost | $ 0.3 | |
Service-Based Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, ending balance (in shares) | 1,667,086 | |
Share-based compensation recognized cost | $ 1.5 | $ 0.6 |
Unrecognized amount | $ 11.5 | |
Unrecognized cost, period for recognition | 3 years 3 months 18 days |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning balance (in shares) | shares | 203,757 |
Vested (in shares) | shares | (45,804) |
Unvested, ending balance (in shares) | shares | 157,953 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, weighted average grant date fair value at beginning of period (in dollars per share) | $ / shares | $ 4.96 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 4.41 |
Unvested, weighted average grant date fair value at end of period (in dollars per share) | $ / shares | $ 5.12 |
Share-based Compensation - Opti
Share-based Compensation - Options Information and Valuation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized amount, options | $ 0.5 | |
Number of stock options exercisable | 157,945 | |
Weighted average exercise price of stock options that are exercisable | $ 12.17 | |
Remaining contractual life of exercisable stock options | 7 years 10 months 24 days | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Expiration period | 10 years | |
Share-based compensation recognized cost | $ 0.1 | $ 0 |
Unrecognized cost, period for recognition | 1 year 6 months |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - Pre-IPO Restricted Stock Plan [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested, beginning balance (in shares) | 625,030 | |
Vested, number of shares (in shares) | (153,323) | |
Unvested, ending balance (in shares) | 471,707 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested, weighted average, beginning (in dollars per share) | $ 2.15 | |
Vested, weighted average grant date fair value (in dollars per share) | 2.15 | |
Unvested, weighted average, ending (in dollars per share) | $ 2.15 | |
Share-based compensation recognized cost | $ 0.1 | $ 0.1 |
Unrecognized amount | $ 1 | |
Unrecognized cost, period for recognition | 2 years 10 months 24 days | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Vesting period | 3 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Vesting period | 7 years |
Share-based Compensation - ESPP
Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan [Member] - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2018 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Shares reserved for future issuance, in shares | 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 | $ 0.1 |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings per share | ||
Antidilutive securities excluded from computation of earnings per share | 1,055,996 | 2,704,772 |
Earnings per Share - Basic and
Earnings per Share - Basic and Diluted Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | ||
Net income (loss) | $ 2,661 | $ (9,232) |
Net income attributable to noncontrolling interest | 123 | (16) |
Net total and comprehensive income (loss) attributable to controlling interest | 2,538 | (9,216) |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||
Net income | 2,661 | (9,232) |
Net income (loss) attributable to noncontrolling interest, diluted | (17) | (16) |
Net income (loss) attributable to common stockholders, Diluted | $ 2,678 | $ (9,216) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic weighted average of outstanding shares of common stock (in shares) | 49,975 | 49,217 |
Dilutive effect of equity awards (in shares) | 1,078 | |
Dilutive effect of assumed subsidiary share conversion | 471 | |
Diluted weighted average of outstanding shares of common stock (in shares) | 51,524 | 49,217 |
Basic earnings (loss) per share (in dollars per share) | $ 0.05 | $ (0.19) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.05 | $ (0.19) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 | |
Revenues | ||
Total Operating Revenue | $ 450,760 | $ 432,568 |
Operating Income | ||
Total Operating Income (Loss) | 7,998 | (3,668) |
Truckload Segment [Member] | ||
Revenues | ||
Total Operating Revenue | 368,920 | 382,092 |
Operating Income | ||
Total Operating Income (Loss) | 6,728 | 1,200 |
Brokerage Segment [Member] | ||
Revenues | ||
Total Operating Revenue | 81,840 | 50,476 |
Operating Income | ||
Total Operating Income (Loss) | $ 1,270 | $ (4,868) |