US XPRESS ENTERPRISES INC - Quarter Report: 2021 September (Form 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 September 30, 2021


☐	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 October 26, 2021.

Class A Common Stock, $0.01 par value: 34,808,895

Class B Common Stock, $0.01 par value: 15,677,089

Table of Contents

TABLE OF CONTENTS


	PART I FINANCIAL INFORMATION
		Page Number

Item 1.	Unaudited Condensed Consolidated Financial Statements Three and Nine Months Ended September 30, 2021 and 2020

	Unaudited Condensed Consolidated Balance Sheets	3

	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	4

	Unaudited Condensed Consolidated Statements of Cash Flows	5

	Unaudited Condensed Consolidated Statement of Stockholders’ Equity	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	34


	PART II OTHER INFORMATION
		Page Number

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	36

Item 6.	Exhibits	36

Page 2

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U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Balance Sheets

September 30, 2021 and December 31, 2020


	September 30,		December 31,
(in thousands, except share amounts)	2021		2020
Assets
Current assets
Cash and cash equivalents	$	5,995	$	5,505
Customer receivables, net of allowance of $163 and $157 at September 30, 2021 and December 31, 2020, respectively		227,825		189,869
Other receivables		19,227		19,203
Prepaid insurance and licenses		21,751		14,265
Operating supplies		12,505		8,953
Assets held for sale		18,344		12,382
Other current assets		28,590		16,263
Total current assets		334,237		266,440
Property and equipment, at cost		885,992		896,264
Less accumulated depreciation and amortization		(376,155)		(394,603)
Net property and equipment		509,837		501,661
Other assets
Operating lease right of use assets		275,247		287,251
Goodwill		59,221		59,221
Intangible assets, net		24,320		25,513
Other		42,713		39,504
Total other assets		401,501		411,489
Total assets	$	1,245,575	$	1,179,590
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	129,808	$	83,621
Book overdraft		2,605		—
Accrued wages and benefits		48,200		40,095
Claims and insurance accruals, current		47,698		47,667
Other accrued liabilities		5,860		5,986
Current portion of operating lease liabilities		82,015		78,193
Current maturities of long-term debt and finance leases		84,478		103,690
Total current liabilities		400,664		359,252
Long-term debt and finance leases, net of current maturities		278,271		255,287
Less unamortized discount and debt issuance costs		(369)		(314)
Net long-term debt and finance leases		277,902		254,973
Deferred income taxes		28,926		25,162
Other long-term liabilities		14,837		14,615
Claims and insurance accruals, long-term		46,376		55,420
Noncurrent operating lease liabilities		194,525		209,311
Commitments and contingencies (Note 7)		—		—
Stockholders' equity
Common stock Class A, $.01 par value, 140,000,000 shares authorized at September 30, 2021 and December 31, 2020, respectively, 34,801,330 and 33,981,185 issued and outstanding at September 30, 2021 and December 31, 2020, respectively		349		340
Common stock Class B, $.01 par value, 35,000,000 authorized at September 30, 2021 and December 31, 2020, respectively, 15,677,089 and 15,647,095 issued and outstanding at September 30, 2021 and December 31, 2020, respectively		156		157
Additional paid-in capital		266,698		261,338
Retained earnings (deficit)		13,726		(2,430)
Stockholders' equity		280,929		259,405
Noncontrolling interest		1,416		1,452
Total stockholders' equity		282,345		260,857
Total liabilities and stockholders' equity	$	1,245,575	$	1,179,590

See Notes to Unaudited Condensed Consolidated Financial Statements

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U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2021 and 2020


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except per share amounts)	2021		2020		2021		2020
Operating revenue
Revenue, before fuel surcharge	$	451,824	$	403,679	$	1,306,998	$	1,190,463
Fuel surcharge		39,316		27,790		109,923		96,051
Total operating revenue		491,140		431,469		1,416,921		1,286,514
Operating expenses
Salaries, wages, and benefits		158,942		137,541		445,445		412,889
Fuel and fuel taxes		46,715		33,208		130,902		103,265
Vehicle rents		22,700		20,956		65,710		64,168
Depreciation and amortization, net of (gain) loss on sale of property		19,509		25,785		65,096		77,871
Purchased transportation		159,152		125,997		458,302		373,117
Operating expenses and supplies		38,683		33,927		105,641		101,249
Insurance premiums and claims		18,242		17,835		58,952		65,141
Operating taxes and licenses		3,677		3,359		10,193		10,756
Communications and utilities		2,677		2,187		8,029		6,895
General and other operating expenses		14,208		14,783		45,112		42,663
Total operating expenses		484,505		415,578		1,393,382		1,258,014
Operating income		6,635		15,891		23,539		28,500
Other expense (income)
Interest expense, net		3,572		4,381		10,816		14,664
Other, net		12,062		—		(8,129)		2,000
		15,634		4,381		2,687		16,664
Income (loss) before income tax provision (benefit)		(8,999)		11,510		20,852		11,836
Income tax provision (benefit)		(3,361)		1,337		4,732		1,867
Net total and comprehensive income (loss)		(5,638)		10,173		16,120		9,969
Net total and comprehensive loss attributable to noncontrolling interest		(160)		(523)		(36)		(1,009)
Net total and comprehensive income (loss) attributable to controlling interest	$	(5,478)	$	10,696	$	16,156	$	10,978
Earnings (loss) per share
Basic earnings (loss) per share	$	(0.11)	$	0.22	$	0.32	$	0.22
Basic weighted average shares outstanding		50,563		49,667		50,293		49,462
Diluted earnings (loss) per share	$	(0.11)	$	0.20	$	0.31	$	0.20
Diluted weighted average shares outstanding		51,155		51,194		51,839		50,493

See Notes to Unaudited Condensed Consolidated Financial Statements

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U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2021 and 2020


	Nine Months Ended
	September 30,
(in thousands)	2021		2020
Operating activities
Net income	$	16,120	$	9,969
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax provision		3,764		1,543
Depreciation and amortization		62,049		68,104
Losses on sale of equipment		3,047		9,767
Share based compensation		5,294		3,421
Other		546		3,186
Unrealized gain on equity investment		(8,129)		—
Changes in operating assets and liabilities, net of acquisitions:
Receivables		(38,064)		(8,354)
Prepaid insurance and licenses		(7,486)		(11,747)
Operating supplies		(3,420)		(204)
Other assets		(8,284)		(3,047)
Accounts payable and other accrued liabilities		36,762		21,413
Accrued wages and benefits		8,105		7,863
Net cash provided by operating activities		70,304		101,914
Investing activities
Payments for purchases of property and equipment		(141,068)		(129,582)
Proceeds from sales of property and equipment		70,016		36,192
Other		—		(1,880)
Net cash used in investing activities		(71,052)		(95,270)
Financing activities
Borrowings under lines of credit		235,612		231,254
Payments under lines of credit		(210,612)		(231,254)
Borrowings under long-term debt		83,959		228,981
Payments of long-term debt and finance leases		(110,759)		(231,340)
Payments of financing costs		(100)		(1,391)
Payments of long-term consideration for business acquisition		—		(1,000)
Tax withholding related to net share settlement of restricted stock awards		(1,211)		(135)
Proceeds from issuance of common stock under ESPP		1,285		851
Proceeds from long-term consideration for sale of subsidiary		460		438
Book overdraft		2,604		(1,313)
Net cash provided by (used in) financing activities		1,238		(4,909)
Net change in cash and cash equivalents		490		1,735
Cash and cash equivalents
Beginning of year		5,505		5,687
End of period	$	5,995	$	7,422
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	10,281	$	13,479
Cash paid during the year for income taxes		1,213		497
Supplemental disclosure of significant noncash investing and financing activities
Subsidiary stock issued in business combination	$	—	$	7,278
Finance lease additions		5,572		—
Property and equipment amounts accrued in accounts payable		3,887		1,252

See Notes to Unaudited Condensed Consolidated Financial Statements

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U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statement of Stockholders' Equity

Three and Nine Months Ended September 30, 2021 and 2020


					Additional				Non		Total
	Class A		Class B		Paid		Retained		Controlling		Stockholders'
(in thousands, except share amounts)	Stock		Stock		In Capital		Earnings (Deficit)		Interest		Equity
Balances at December 31, 2020	$	340	$	157	$	261,338	$	(2,430)	$	1,452	$	260,857
Share based compensation		—		—		2,134		—		—		2,134
Vesting of restricted units		3		1		(919)		—		—		(915)
Conversion of Class B stock to Class A stock		1		(1)		—		—		—		—
Issuance of common stock under ESPP		1		—		537		—		—		538
Net income		—		—		—		2,538		123		2,661
Balances at March 31, 2021		345		157		263,090		108		1,575		265,275
Share based compensation		—		—		1,657		—		—		1,657
Vesting of restricted units		1		—		(297)		—		—		(296)
Conversion of Class B stock to Class A stock		1		(1)		—		—		—		—
Net income		—		—		—		19,096		1		19,097
Balances at June 30, 2021		347		156		264,450		19,204		1,576		285,733
Share based compensation		—		—		1,503		—		—		1,503
Vesting of restricted units		—		—		—		—		—		—
Issuance of common stock under ESPP		2		—		745		—		—		747
Net loss		—		—		—		(5,478)		(160)		(5,638)
Balances at September 30, 2021	$	349	$	156	$	266,698	$	13,726	$	1,416	$	282,345


					Additional				Non		Total
	Class A		Class B		Paid		Accumulated		Controlling		Stockholders'
(in thousands, except share amounts)	Stock		Stock		In Capital		Deficit		Interest		Equity
Balances at December 31, 2019	$	333	$	157	$	250,700	$	(20,982)	$	628	$	230,836
Share based compensation		—		—		836		—		—		836
Vesting of restricted units		1		1		(93)		—		—		(91)
Issuance of common stock under ESPP		1		—		419		—		—		420
Net loss		—		—		—		(9,216)		(16)		(9,232)
Balances at March 31, 2020		335		158		251,862		(30,198)		612		222,769
Share based compensation		—		—		1,164		—		—		1,164
Vesting of restricted units		1		—		(3)		—		—		(2)
Issuance of subsidiary shares in business combination		—		—		5,534		—		1,744		7,278
Net income (loss)		—		—		—		9,498		(470)		9,028
Balances at June 30, 2020		336		158		258,557		(20,700)		1,886		240,237
Share based compensation		—		—		1,421		—		—		1,421
Vesting of restricted units		1		—		(43)		—		—		(42)
Conversion of Class B stock to Class A stock		1		(1)		—		—		—		—
Issuance of common stock under ESPP		1		—		430		—		—		431
Net income (loss)		—		—		—		10,696		(523)		10,173
Balances at September 30, 2020	$	339	$	157	$	260,365	$	(10,004)	$	1,363	$	252,220

See Notes to Unaudited Condensed Consolidated Financial Statements

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U.S. Xpress Enterprises, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2021

1. Organization and Operations

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

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

2. Summary of Significant Accounting Policies

Basis of Presentation

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

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

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 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 and nine months ended September 30, 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.

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.

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3. Income Taxes

The Company’s provision for income taxes for the three and nine months ended September 30, 2021 and 2020 is based on the estimated annual effective tax rate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Income (loss) before income tax provision (benefit)	$	(8,999)		$	11,510		$	20,852		$	11,836
Income tax provision (benefit)		(3,361)			1,337			4,732			1,867
Effective tax rate		37.3	%		11.6	%		22.7	%		15.8	%

The difference between the Company’s effective tax rate for the three and nine months ended September 30, 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), a net increase in 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 now 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. During the three and nine months ended September 30, 2021 we recognized an unrealized loss of $12.1 million and an unrealized gain of $8.1 million in other (income) expense, respectively, within the unaudited condensed consolidated statements of comprehensive income (loss). The fair value of the investment is $13.1 million and is included in other noncurrent assets on the accompanying unaudited consolidated balance sheets.

5. Long-Term Debt

Long-term debt at September 30, 2021 and December 31, 2020 consists of the following (in thousands):


	September 30, 2021		December 31, 2020
Line of credit, maturing January 2025	$	25,000	$	—
Revenue equipment installment notes with finance companies, weighted average interest rate of 3.8% and 4.0% at September 30, 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 $309.9 million and $317.2 million at September 30, 2021 and December 31, 2020		304,029		315,163
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at September 30, 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 $33.1 million and $31.8 million at September 30, 2021 and December 31, 2020		24,943		25,977
Other		255		11,245
		354,227		352,385
Less: Debt issuance costs		(369)		(314)
Less: Current maturities of long-term debt		(82,977)		(99,955)
	$	270,881	$	252,116

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Credit Facility

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

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

Borrowings under the new Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base or revolving credit facility or (B) $20.0 million. Based on excess availability as of September 30, 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.

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.

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


Leases	Classification	September 30, 2021
Assets
Operating	Operating lease right-of-use assets	$	275,247
Finance	Property and equipment, net		7,824
Total leased assets		$	283,071

Liabilities
Current
Operating	Current portion of operating lease liabilities	$	82,015
Finance	Current maturities of long-term debt and finance leases		1,501
Noncurrent
Operating	Noncurrent operating lease liabilities		194,525
Finance	Long-term debt and finance leases, net of current maturities		7,021
Total lease liabilities		$	285,062

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


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
Lease Cost	Classification	2021		2020		2021		2020
Operating lease cost	Vehicle rents and General and other operating	$	23,255	$	20,902	$	69,518	$	64,445
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		355		439		1,326		1,319
Interest on lease liabilities	Interest expense		117		138		388		452
Short-term lease cost	Vehicle rents and General and other operating		1,399		2,358		3,962		6,156
Total lease cost		$	25,126	$	23,837	$	75,194	$	72,372

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	Nine Months Ended
	September 30,
Cash Flow Information	2021		2020
Cash paid for operating leases included in operating activities	$	69,518	$	64,445
Cash paid for finance leases included in operating activities	$	388	$	452
Cash paid for finance leases included in financing activities	$	1,538	$	3,746

Operating lease right-of-use assets obtained in exchange for lease obligations	$	48,959	$	66,526

Noncash lease expense was $70.6 million and $64.7 million during the nine months ended September 30, 2021 and 2020, respectively.


	September 30, 2021
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.8	3.9	%
Finance leases	8.1	4.7	%

	September 30, 2020
	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.7	4.1	%
Finance leases	2.9	5.4	%

As of September 30, 2021, future maturities of lease liabilities were as follows (in thousands):


	September 30, 2021
	Finance		Operating
2021	$	485	$	23,198
2022		1,948		89,779
2023		1,962		74,192
2024		850		44,811
2025		568		25,968
Thereafter		4,580		48,541
		10,393		306,489
Less: Amount representing interest		(1,871)		(29,949)
Total	$	8,522	$	276,540

We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $5.7 million and $9.0 million for the three months ended September 30, 2021 and 2020, respectively, and $20.4 million and $31.1 million for the nine months ended September 30, 2021 and 2020, respectively.

7. Commitments and Contingencies

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

For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of the proceedings, including pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however,

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management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

California Wage and Hour Class Action Litigation

On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice, under Rule 23 due to lack of commonality amongst the putative class members. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class 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, Inc. at any time since December 23, 2011. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest. On May 2, 2019, the district court dismissed the claims alleging failure to provide duty free meal and rest breaks or premium pay for failure to provide such breaks under California law on grounds of preemption. The Ninth Circuit Court of Appeals 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 issued its ruling on the pending cross-motions: (1) the court denied the Company’s motion to decertify the class; (2) the court granted the Company’s motion for summary judgment on the plaintiff’s minimum wage claim for non-driving duties such as pre-trip and post-trip inspection, fueling, receiving dispatches, waiting to load or unload, and handling paperwork for the loads for January 1, 2013 forward (leaving the minimum wage claim only for the approximate one-year time period from December 23, 2011 to December 31, 2012); (3) the court granted the plaintiff’s motion for summary judgment for the time spent taking U.S. Department of Transportation-required 10-hour breaks while hauling high value loads in California for solo drivers and for the designated team driver responsible for the load during those breaks; and (4) the court denied the balance of cross-motions. The plaintiff filed a petition for permission to file an interlocutory appeal of the court’s decision on the minimum wage claim, which the district court and the Ninth Circuit both granted. On June 22, 2021, the Ninth Circuit issued its memorandum decision upholding the district court’s ruling in favor of the Company on the plaintiff’s claim for payment of the minimum wage for certain non-driving work they claim was left uncompensated by the Company’s piece rate pay plan after January 1, 2013. The district court held a status conference on June 15, 2021 and set a trial date for March 1, 2022. Discovery has been completed. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We intend to vigorously defend the merits of these claims.

Stockholder Claims

As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against the Company and certain other defendants: five in the Circuit Court of Hamilton County, Tennessee (“Tennessee State Court Cases”), two in the U.S. District Court for the Eastern District of Tennessee (“Federal Court Cases”), and one in the Supreme Court of the State of New York (“New York State Court Case”). 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

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public offering (“IPO”), alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”). The putative class action lawsuit is based on allegations that the Company made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees) on behalf of the putative class.

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

As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15 of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On December 23, 2019, the defendants filed a Motion to Dismiss the Amended Federal Complaint in its entirety for failure to allege facts sufficient to state a claim under either the Securities Act or the Exchange Act. The plaintiffs filed their Opposition to that Motion on March 9, 2020, and the defendants filed their Reply brief on April 23, 2020.

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

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

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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 purchase 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. The Company 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 the plaintiff’s petition. The plaintiff initiated arbitration on December 16, 2020. On March 25, 2021, the arbitrator issued a scheduling order, setting a final arbitration hearing for June 6, 2022. The parties have exchanged discovery requests in this matter, but neither part has responded. 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

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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 have finalized the settlement agreement and submitted it to the court for approval. Once approved, 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 September 30, 2021. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at September 30, 2021 to acquire revenue equipment and other equipment for approximately $108.5 million and $2.7 million for terminal renovations during the remainder of 2021 and $9.0 million for terminal renovations during 2022. 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 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 nine months ended September 30, 2021:


		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2020	1,515,876	$	6.50
Granted	1,120,169		9.30
Vested	(565,218)		7.08
Forfeited	(146,434)		7.59
Unvested at September 30, 2021	1,924,393	$	7.90

Service based restricted stock grants vest over periods of one to five years and account for 1,693,193 of the unvested shares. Performance based awards account for 231,200 of the unvested shares and vest based upon achievement of certain performance goals, as defined by the Company. The Company recognized compensation expense related to performance based awards of $0.1 million and $0.6 million during the three and nine months ended September 30, 2021 and $0.4 million and $0.5 million during the three and nine months ended September 30, 2020, respectively. The Company recognized compensation expense related to service based awards of $1.1 million and $3.8 million during the three and nine months ended September 30, 2021 and $0.8 million and $2.2 million during the three and nine months ended September 30, 2020, respectively. At September 30, 2021, the Company had $10.5 million in unrecognized compensation expense related to the service based restricted stock awards which is expected to be recognized over a weighted average period of approximately 3.0 years.

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The following is a summary of the Incentive Plan stock option activity from December 31, 2020 to September 30, 2021:


		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2020	203,757	$	4.96
Vested	(78,974)		5.12
Unvested at September 30, 2021	124,783	$	4.86

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 $0.3 million during the three and nine months ended September 30, 2021 and $0.1 million and $0.2 million during the three and nine months ended September 30, 2020, respectively. The fair value of the stock options granted was estimated using the Black-Scholes method as of the grant date.

At September 30, 2021, the Company had $0.3 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a weighted average period of approximately 1.1 years. As of September 30, 2021, 191,116 options were exercisable with a weighted average exercise price of $12.84 and a weighted average remaining contractual life of 7.1 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 nine months ended September 30, 2021:


	Number of	Weighted
	Units	Average
Unvested at December 31, 2020	625,030	$	2.15
Vested	(164,990)		2.15
Unvested at September 30, 2021	460,040	$	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 $0.3 million during the three and nine months ended September 30, 2021 and $0.1 million and $0.3 million during the three and nine months ended September 30, 2020, respectively. At September 30, 2021, the Company had approximately $0.8 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of approximately 2.4 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 $0.3 million for the three and nine months ended September 30, 2021 and $0.1 million and $0.2 million for the three and nine months ended September 30, 2020, respectively, associated with the plan.

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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 2,479,131 and 440,737 equity awards for the three and nine months ended September 30, 2021, respectively, and 420,480 and 702,074 for the three and nine months ended September 30, 2020, respectively, as inclusion would be anti-dilutive.

The basic and diluted earnings per share calculations for the three and nine months ended September 30, 2021 and 2020, respectively, are presented below (in thousands, except per share amounts):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Numerator - Basic
Net income (loss)	$	(5,638)	$	10,173	$	16,120	$	9,969
Net loss attributable to noncontrolling interest		(160)		(523)		(36)		(1,009)
Net income (loss) attributable to common stockholder	$	(5,478)	$	10,696	$	16,156	$	10,978

Numerator - Dilutive
Net income (loss)	$	(5,638)	$	10,173	$	16,120	$	9,969
Net loss attributable to noncontrolling interest		—		(16)		(34)		(52)
Net income (loss) attributable to common stockholder	$	(5,638)	$	10,189	$	16,154	$	10,021


Basic weighted average of outstanding shares of common stock		50,563		49,667		50,293		49,462
Dilutive effect of equity awards		—		1,049		954		764
Dilutive effect of assumed subsidiary share conversion		592		478		592		267
Diluted weighted average of outstanding shares of common stock		51,155		51,194		51,839		50,493

Basic earnings (loss) per share	$	(0.11)	$	0.22	$	0.32	$	0.22
Diluted earnings (loss) per share	$	(0.11)	$	0.20	$	0.31	$	0.20

10. Segment Information

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

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

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues
Truckload	$	400,320	$	375,499	$	1,147,773	$	1,134,039
Brokerage		90,820		55,970		269,148		152,475
Total Operating Revenue	$	491,140	$	431,469	$	1,416,921	$	1,286,514

Operating Income (Loss)
Truckload	$	8,081	$	20,407	$	23,553	$	42,035
Brokerage		(1,446)		(4,516)		(14)		(13,535)
Total Operating Income	$	6,635	$	15,891	$	23,539	$	28,500

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

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

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

This report contains certain statements that may be considered forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of earnings, revenues or other financial items; any statement of plans, strategies, outlook, growth prospects or objectives of management for future operations; our operational and financial targets; general economic trends, performance or conditions and trends in the industry and markets; the competitive environment in which we operate; any statements concerning proposed new services, technologies or developments; and any statement of belief and any statements of assumptions underlying any of the foregoing. In this Form 10-Q, statements relating to the impact of new accounting standards, future tax rates, expenses, and deductions, expected freight demand, capacity, and volumes, potential results of a default under our Credit Facility or other debt agreements, expected sources of working capital and liquidity (including our mix of debt, finance leases, and operating leases as means of financing revenue equipment), as well as the adequacy of working capital and liquidity, expected capital expenditures, expected fleet age and mix of owned versus leased equipment, expected impact of technology, our strategic initiatives, our ability to profitably scale and achieve operational efficiencies in Variant, as well as our Brokerage segment, future performance of our Dedicated division, including pricing and margins, future customer relationships, future fluctuations in purchased transportation expense and fuel surcharge reimbursement, future driver market conditions and driver turnover and retention rates, any projections of earnings, revenues, cash flows, dividends, capital expenditures, operating ratio, margins, or other financial items, expected cash flows, expected operating improvements, any statements regarding future economic conditions or performance, any statement of plans, strategies, programs and objectives of management for future operations, including the anticipated impact of such plans, strategies, programs and objectives, future rates and prices, future utilization, future depreciation and amortization, future salaries, wages, and related expenses, including driver compensation, future insurance and claims expense, future fluctuations in fuel costs and fuel surcharge revenue, including the future effectiveness of our fuel surcharge program, strategies for managing fuel costs, future fleet size and management, including allocation of trucks among Variant, Dedicated and legacy Over-the-Road, any statements concerning proposed acquisition plans, new services or developments, the anticipated impact of legal proceedings on our financial position and results of operations, and the anticipated effect of the COVID-19 pandemic and any related vaccination mandates, 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,” “continue,” “will” 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, 2020. 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, 2020, along with various disclosures in our press releases, stockholder reports, and other filings with the SEC.

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

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Overview

We are one of the largest asset-based truckload carriers in the United States by revenue, generating over $1.7 billion in total operating revenue in 2020. We provide services primarily throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. We offer customers a broad portfolio of services using our own truckload fleet and third-party carriers through our non-asset-based freight brokerage network. As of September 30, 2021, our fleet consisted of approximately 6,200 tractors and approximately 13,000 trailers, including approximately 1,250 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 very well to execute upon our initiatives, drive further operational gains, and deliver long term value for our stockholders.

We are currently focused on three main priorities. The first is optimizing our Truckload network and resulting average revenue per tractor per week through repositioning equipment and allocating capacity to our Dedicated service offering and Variant, our digital fleet, from certain underperforming portions of our Over-the-Road (“OTR”) service offering. The second is improving the experience of our professional truck drivers, including their safety and security. And, the third is advancing our technology initiatives centered on digitization of our loads and business, automated load acceptance and prioritization. During 2020 and through 2021, we continued to see tangible, financial benefits of our strategic initiatives focused on utilizing technology to improve our processes, accelerate the velocity of our business, reduce the number of our preventable accidents, improve our customers’ and drivers’ satisfaction, and lower our costs.

We intend to continue to further develop these digital initiatives that we believe are re-engineering our Company to be a market leader in growth and profitability over the next decade. We believe the result of these initiatives will provide for a more scalable model with significantly lower costs.

Total revenue for the third quarter of 2021 increased by $59.7 million to $491.1 million as compared to the third quarter of 2020. The increase was primarily the result of a 62.3% increase in Brokerage revenue to $90.8 million, a $23.4 million increase in miscellaneous revenue combined with an increase in fuel surcharge revenue of $11.5 million partially offset by a decrease of $10.1 million in our Truckload revenue. Excluding the impact of fuel surcharge revenue, third quarter revenue increased $48.2 million to $451.8 million, an increase of 11.9% as compared to the prior year quarter.

Operating income for the third quarter of 2021 was $6.6 million compared to $15.9 million in the third quarter of 2020. We delivered a 98.6% operating ratio for the quarter compared to 96.3% in the third quarter of 2020. Our profitability decreased largely as a result of 7.2% fewer available tractors combined with increases in technology and personnel expenses and higher net fuel costs partially offset by an increase in our Brokerage gross margin to 11.2% compared to 6.7% in the prior year quarter on higher Brokerage revenue.

We are continuing to focus on our driver centric initiatives, such as increased miles and modern equipment, to both retain the professional drivers who have chosen to partner with us and attract new professional drivers to our team. During the second quarter of 2020 we launched our digital fleet, Variant, which is largely recruited, planned, dispatched and managed using artificial intelligence and digital platforms. Variant is a completely new paradigm for operating trucks in an OTR environment that is provided to the driver through a proprietary app-based driver experience. We developed the concept as a hypothesis in 2018 based in part on the business models of the digital freight brokerages. As digital brokers began to enter the market utilizing cutting edge technology and a new operating model, we believed there was an opportunity to take this approach and apply it to our asset based business in order to drive improved profitability and growth. During 2019, we began building our technology leadership and teams to construct the necessary databases,

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applications, and processes to launch a pilot fleet with a small number of trucks in the fourth quarter of 2019. The test proved successful and we expanded the pilot fleet to approximately 100 trucks in the first quarter of 2020. Given the positive results of the first quarter pilot we moved to a full production model, scaling the business to approximately 700 trucks at the end of 2020. During the first quarter of 2021, we completed phase one of our plan and converted a total of 951 OTR solo trucks, with the lowest returns, to our Variant platform. During the second quarter of 2021, we grew Variant by an additional 209 trucks while eliminating approximately 300 trucks in our underperforming legacy OTR fleet. Variant exited the third quarter with 1,283 tractors and contributed to the total tractor count growing sequentially for the first time since the second quarter of 2020. We remain on track to meet our goal of reaching 1,500 or more trucks in Variant, which would represent an annualized revenue run rate of $300.0 million and approximately 20% of Truckload revenues, by the end of 2021. Variant continues to not only scale but outperform the legacy OTR fleet from 2019 in key metrics such as turnover, utilization, preventable accidents per million miles, and average revenue per tractor per week. While the conversion will not be linear, we expect our margins to expand further over time. We believe that we can further scale this platform while maintaining these positive results and continuing to further enhance the capabilities of this new technology. We will continue to focus on implementing and executing our initiatives that we expect will continue to drive sustainable improved performance over time.

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

During 2020, we purchased a small business with a technology platform and an experienced and talented team. Their approach to the brokerage business is to utilize a digital framework for handling transactions which we expect to be scalable. Importantly, we believe this platform will enable our team to continue scaling the business and drive a high level of growth in the years to come. Our team processed 82.7% of our Brokerage transactions digitally in the third quarter of 2021. We continue to grow revenue, load count, and the percentage of transactions processed on our digital platform in our Brokerage segment in line with our near-term profitability expectations for this business. Our focus remains on capturing market share and growing load count from a more diverse customer base, building out our carrier network density, and delivering purpose built technological products to our customers. We believe these actions will all positively contribute to operating margin improvement in the Brokerage segment at scale.

In our Dedicated division, our team successfully addressed pricing in certain Dedicated accounts as a result of driver and capacity cost inflation. As a result, our overall Dedicated rates increased 3.2% in the third quarter. As we closed the quarter our rates exiting the quarter were up approximately 7.0% sequentially compared to the rates in the second quarter of this year and we expect to see that rate improvement benefit our operating income beginning in the fourth quarter.

We expect freight demand to remain strong throughout fourth quarter 2021 given the broader economic recovery and tailwinds that it is experiencing as a result of the Federal Government’s stimulus package, which had a notable impact on our operations in the first half of this year. On the supply side, the market for experienced drivers remains challenging, which is keeping a lid on supply. Additionally, chip shortages and supply chain constraints are impacting new tractor builds, which is also supportive of a favorable supply-demand balance over the near term. These conditions are expected to continue to support spot market rates in excess of contract rates. As a result, we expect our Truckload rates to be up 2-4% sequentially and to modestly exceed anticipated cost inflation in the fourth quarter.

Investment in TuSimple

On April 15, 2021, TuSimple completed its initial public offering at a price of $40.00 per share. Our $5.0 million investment consisted of 353,604 shares of TuSimple and at September 30, 2021, the fair value of our investment was $13.1 million and we recorded an unrealized loss on investment of $12.1 million during the quarter ended September 30, 2021 and an unrealized gain on investment of $8.1 million for the nine months ended September 30, 2021 in other (income) expense within the unaudited consolidated statements of comprehensive income (loss).

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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 non-asset-based freight brokerage services, where loads are contracted to third-party carriers.

Truckload Segment

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

We are typically paid a predetermined rate per load or per mile for our Truckload services. We enhance our revenue by charging for tractor and trailer detention, loading and unloading activities and other specialized services. Consistent with industry practice, our typical customer contracts (other than those contracts in which we have agreed to dedicate certain tractor and trailer capacity for use by specific customers) do not guarantee load levels or tractor availability. This gives us and our customers a certain degree of flexibility to negotiate rates up or down in response to changes in freight demand and trucking capacity. In our dedicated contract service offering, which comprised approximately 41.5% of our Truckload operating revenue, and approximately 42.0% of our Truckload revenue, before fuel surcharge, for 2020, we provide service under contracts with fixed terms, volumes and rates. Dedicated contracts are often used by our customers with high service and high priority freight, sometimes to replace private fleets previously operated by them.

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

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

In our Truckload segment, our most significant operating expenses vary with miles traveled and include (i) fuel, (ii) driver related expenses, such as wages, benefits, training and recruitment and (iii) costs associated with independent contractors (which are primarily included in the “Purchased transportation” line item). Expenses that have both fixed and

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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 condensed consolidated balance sheet, and the lease payments in respect of such equipment are reflected in our condensed consolidated statement of comprehensive income (loss) in the line item “Vehicle rents.” When we finance revenue equipment acquisitions with secured financing, the asset and liability are recorded on our condensed consolidated balance sheet, and we record expense under “Depreciation and amortization” and “Interest expense.” Typically, the aggregate monthly payments are similar under operating lease financing and secured financing. We use a mix of finance leases and operating leases with individual decisions being based on competitive bids, tax projections and contractual restrictions. Because of the inverse relationship between vehicle rents and depreciation and amortization, we review both line items together.

Approximately 18.6% of our total tractor fleet was operated by independent contractors at September 30, 2021. Independent contractors provide a tractor and a driver and are responsible for all of the costs of operating their equipment and drivers, including interest and depreciation, vehicle rents, driver compensation, fuel and other expenses, in exchange for a fixed payment per mile or percentage of revenue per invoice plus a fuel surcharge pass through. Payments to independent contractors are recorded in the “Purchased transportation” line item. When independent contractors increase as a percentage of our total tractor fleet, our “Purchased transportation” line item typically will increase, with offsetting reductions in employee driver wages and related expenses, net of fuel (assuming all other factors remain equal). The reverse is true when the percentage of our total fleet operated by company drivers increases.

Brokerage Segment

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

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

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

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

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

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Results of Operations

Revenue

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

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

A summary of our revenue generated for the three and nine months ended September 30, 2021 and 2020 is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020

	(dollars in thousands)				(dollars in thousands)
Revenue, before fuel surcharge	$	451,824	$	403,679	$	1,306,998	$	1,190,463
Fuel surcharge		39,316		27,790		109,923		96,051
Total operating revenue	$	491,140	$	431,469	$	1,416,921	$	1,286,514

For the quarter ended September 30, 2021, the primary factors driving the increases in total operating revenue and revenue, before fuel surcharge, were increased pricing and volumes in our Brokerage segment, increased miscellaneous revenues, and increased fuel surcharge revenues partially offset by 8.1% lower average revenue miles per tractor per week.

For the nine months ended September 30, 2021, the primary factors driving the increases in total operating revenue and revenue, before fuel surcharge, were increased pricing and volumes in our Brokerage segment, increased miscellaneous revenues, and increased fuel surcharge revenues partially offset by 8.3% lower available tractors.

A summary of our revenue generated by segment for the three and nine months ended September 30, 2021 and 2020 is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020

	(dollars in thousands)				(dollars in thousands)
Truckload revenue, before fuel surcharge	$	361,004	$	347,709	$	1,037,850	$	1,037,988
Fuel surcharge		39,316		27,790		109,923		96,051
Total Truckload operating revenue		400,320		375,499		1,147,773		1,134,039
Brokerage operating revenue		90,820		55,970		269,148		152,475
Total operating revenue	$	491,140	$	431,469	$	1,416,921	$	1,286,514

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The following is a summary of our key Truckload segment performance indicators, before fuel surcharge for the three and nine months ended September 30, 2021 and 2020.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Over the road
Average revenue per tractor per week	$	3,770	$	3,680	$	3,776	$	3,566
Average revenue per mile	$	2.421	$	2.047	$	2.286	$	1.921
Average revenue miles per tractor per week		1,558		1,798		1,651		1,856
Average tractors		3,413		3,684		3,384		3,781
Dedicated
Average revenue per tractor per week	$	4,340	$	4,065	$	4,274	$	4,085
Average revenue per mile	$	2.527	$	2.353	$	2.455	$	2.360
Average revenue miles per tractor per week		1,717		1,728		1,741		1,731
Average tractors		2,520		2,710		2,575		2,717
Consolidated
Average revenue per tractor per week	$	4,012	$	3,843	$	3,991	$	3,783
Average revenue per mile	$	2.468	$	2.173	$	2.361	$	2.097
Average revenue miles per tractor per week		1,625		1,768		1,690		1,804
Average tractors		5,933		6,394		5,959		6,498

For the quarter ended September 30, 2021, the primary factors driving the increases in Truckload revenue, were a $23.4 million increase in miscellaneous revenue combined with a 13.6% increase in average revenue per mile partially offset by a 8.1% decrease in average revenue miles per tractor per week and a 7.2% decrease in available tractors. The increase in fuel surcharge revenue primarily relates to increased fuel prices offset by a decrease in revenue miles compared to the same quarter in 2020. The DOE national weekly average fuel price per gallon averaged approximately $0.92 per gallon higher for the third quarter of 2021 compared to the same quarter of 2020.

For the nine months ended September 30, 2021, Truckload revenue remained essentially constant due to $33.2 million increased miscellaneous revenue combined with a 12.6% increase in average revenue per mile partially offset by a 8.3% decrease in average available tractors and a 6.3% decrease in average revenue miles per tractor per week. The increase in fuel surcharge revenue primarily relates to increased fuel prices offset by a decrease in revenue miles compared to the same period in 2020. The DOE national weekly average fuel price per gallon averaged approximately $0.55 per gallon higher for the nine months ended September 30, 2021 compared to the same period of 2020.

The key performance indicator of our Brokerage segment is gross margin percentage (Brokerage revenue less purchased transportation expense expressed as a percentage of total operating revenue). Gross margin percentage can be impacted by the rates charged to customers and the costs of securing third-party carriers. The following table lists the gross margin percentage for our Brokerage segment for the three and nine months ended September 30, 2021 and 2020.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Gross margin percentage	11.2	%	6.7	%	12.3	%	6.1	%

For the quarter ended September 30, 2021, the primary factors driving the increase in Brokerage revenue were a 43.8% increase in average revenue per load combined with a 12.9% increase in load count. The increase in gross margin was due to the increase in revenue per load of 43.8% exceeding the 36.9% increase in cost per load as compared to the same quarter in 2020. During the third quarter of 2021, our Brokerage revenue grew 62.3% compared to the prior year quarter as a result of a better rate environment, higher fuel costs and the conversion of our portfolio from 68.1% contract and 31.9% spot in the third quarter of 2020 to 56.2% and 43.8%, respectively, in the third quarter of 2021.

For the nine months ended September 30, 2021, the primary factors driving the increase in Brokerage revenue were a 66.5% increase in average revenue per load combined with a 6.0% increase in load count. The increase in gross

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margin was due to the increase in revenue per load of 66.5% exceeding the 55.5% increase in cost per load as compared to the same period in 2020. During the nine months ended September 30, 2021, our Brokerage revenue grew 76.5% compared to the prior year period primarily as a result of a increased revenue per load, higher fuel costs and the conversion of our portfolio from 74.6% contract and 25.4% spot in the first nine months of 2020 to 53.8% and 46.2%, respectively, in the first nine months of 2021.

Operating Expenses

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

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

Salaries, Wages and Benefits

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

The following is a summary of our salaries, wages and benefits for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Salaries, wages and benefits	$	158,942		$	137,541		$	445,445		$	412,889
% of total operating revenue		32.4	%		31.9	%		31.4	%		32.1	%
% of revenue, before fuel surcharge		35.2	%		34.1	%		34.1	%		34.7	%

For the quarter ended September 30, 2021, the increase in salaries, wages and benefits in absolute dollar terms was due primarily to $9.0 million in higher driver wages due primarily to higher driver pay per mile partially offset by decreased company driver miles, an increase of $8.3 million in office wages due in part to a 12.8% increase in average headcount as we continue to invest in our digital and strategic initiatives in furtherance of our goal to double our revenue within the next four years. During the third quarter of 2021, our group health and workers’ compensation expense increased 39.3% primarily due to increased group health claims severity as compared to the same quarter in 2020.

For the nine months ended September 30, 2021, the increase in salaries, wages and benefits in absolute dollar terms was due primarily to $19.3 million in higher office wages due in part to a 11.7% increase in average headcount as we continue to invest in our digital and strategic initiatives in furtherance of our goal to double our revenue within the next four years. We believe our office wages as a percentage of revenue will decrease as we scale our organization. Our driver wages increased $11.1 million despite a 7.5% decrease in company driver miles due primarily to the higher driver pay per mile. During the nine months ended September 30, 2021, our group health claims expense increased 21.1% due to increased severity partially offset by 10.3% decreased workers’ compensation expense primarily due to 25.9% fewer claims as compared to the same period in 2020.

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

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Fuel and Fuel Taxes

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

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

The following is a summary of our fuel and fuel taxes for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Fuel and fuel taxes	$	46,715		$	33,208		$	130,902		$	103,265
% of total operating revenue		9.5	%		7.7	%		9.2	%		8.0	%
% of revenue, before fuel surcharge		10.3	%		8.2	%		10.0	%		8.7	%

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Total fuel surcharge revenue	$	39,316		$	27,790		$	109,923		$	96,051
Less: fuel surcharge revenue reimbursed to independent contractors		8,001			6,838			24,083			25,360
Company fuel surcharge revenue		31,315			20,952			85,840			70,691
Total fuel and fuel taxes	$	46,715		$	33,208		$	130,902		$	103,265
Less: company fuel surcharge revenue		31,315			20,952			85,840			70,691
Net fuel expense	$	15,400		$	12,256		$	45,062		$	32,574
% of total operating revenue		3.1	%		2.8	%		3.2	%		2.5	%
% of revenue, before fuel surcharge		3.4	%		3.0	%		3.4	%		2.7	%

For the quarter ended September 30, 2021, the increase in net fuel expenses was primarily the result of a 49.1% increase in the average company fuel price per gallon partially offset by a $10.4 million increase in company fuel surcharge revenue, a 5.5% decrease in company miles and a 1.8% increase in average miles per gallon compared to the same quarter in 2020.

For the nine months ended September 30, 2021, the increase in net fuel expenses was primarily the result of a 37.7% increase in the average company fuel price per gallon partially offset by a $15.1 million increase in company fuel surcharge revenue, a 7.5% decrease in company miles and a 1.7% increase in average miles per gallon compared to the same period in 2020.

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

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

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

The following is a summary of our vehicle rents and depreciation and amortization for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Vehicle rents	$	22,700		$	20,956		$	65,710		$	64,168
Depreciation and amortization, net of (gains) losses on sale of property		19,509			25,785			65,096			77,871
Vehicle rents and depreciation and amortization of property and equipment	$	42,209		$	46,741		$	130,806		$	142,039
% of total operating revenue		8.6	%		10.8	%		9.2	%		11.0	%
% of revenue, before fuel surcharge		9.3	%		11.6	%		10.0	%		11.9	%

For the quarter ended September 30, 2021, the increase in vehicle rents was primarily due to increased trailers financed under operating leases partially offset by decreased short term rents compared to the same quarter in 2020. The decrease in depreciation and amortization, net of (gains) losses on sale of property, is primarily due to a gain on sale of equipment of $1.5 million compared to a loss of $3.4 million and a decrease in the number of owned tractors compared to the same quarter in 2020.

For the nine months ended September 30, 2021, the increase in vehicle rents was primarily due to increased trailers financed under operating leases partially offset by decreased short term rents compared to the same quarter in 2020. The decrease in depreciation and amortization, net of (gains) losses on sale of property, is primarily due to a decrease in the number of owned tractors combined with a decrease in loss on sale of equipment compared to the same period in 2020. The decrease in loss on sale is due in part to the equipment mix sold and the favorable used tractor and trailer market compared to the same period in 2020.

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For calendar year 2021, excluding any change in our percentage allocation of owned versus leased equipment due to available financing terms, we expect to spend approximately $130.0 million to $150.0 million in net capital expenditures which will keep the average age of our equipment relatively constant. This amount could expand to fund additional profitable growth opportunities. The balance of our equipment procurement will be funded through operating leases.

Purchased Transportation

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

The following is a summary of our purchased transportation for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Purchased transportation	$	159,152		$	125,997		$	458,302		$	373,117
% of total operating revenue		32.4	%		29.2	%		32.3	%		29.0	%
% of revenue, before fuel surcharge		35.2	%		31.2	%		35.1	%		31.3	%

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Purchased transportation	$	159,152		$	125,997		$	458,302		$	373,117
Less: fuel surcharge revenue reimbursed to independent contractors		8,001			6,838			24,083			25,360
Purchased transportation, net of fuel surcharge reimbursement	$	151,151		$	119,159		$	434,219		$	347,757
% of total operating revenue		30.8	%		27.6	%		30.6	%		27.0	%
% of revenue, before fuel surcharge		33.5	%		29.5	%		33.2	%		29.2	%

For the quarter ended September 30, 2021, the increase in purchased transportation, net of fuel surcharge reimbursement reflected a 36.9% increase in cost per Brokerage load, a 12.9% increase in Brokerage load count partially offset by a 36.3% decrease in independent contractor miles as compared to the same quarter in 2020.

For the nine months ended September 30, 2021, the increase in purchased transportation, net of fuel surcharge reimbursement reflected a 55.5% increase in cost per Brokerage load, a 6.0% increase in Brokerage load count partially offset by a 31.4% decrease in independent contractor miles as compared to the same period in 2020. 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 continues to tighten 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.

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Operating Expenses and Supplies

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

The following is a summary of our operating expenses and supplies expense for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Operating expenses and supplies	$	38,683		$	33,927		$	105,641		$	101,249
% of total operating revenue		7.9	%		7.9	%		7.5	%		7.9	%
% of revenue, before fuel surcharge		8.6	%		8.4	%		8.1	%		8.5	%

For the quarter ended September 30, 2021, the primary factors driving the increase in operating expenses and supplies in absolute dollar terms were increased driver hiring costs as compared to the same quarter in 2020.

For the nine months ended September 30, 2021, the primary factors driving the increase in operating expenses and supplies in dollars terms were increased driver hiring costs partially offset by decreased tractor and trailer maintenance expenses and lease program expenses as compared to the same period in 2020.

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.

The following is a summary of our insurance premiums and claims expense for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

	(dollars in thousands)						(dollars in thousands)
Insurance premiums and claims	$	18,242		$	17,835		$	58,952		$	65,141
% of total operating revenue		3.7	%		4.1	%		4.2	%		5.1	%
% of revenue, before fuel surcharge		4.0	%		4.4	%		4.5	%		5.5	%

For the quarter ended September 30, 2021, the primary factors driving the slight increase in insurance premiums and claims in absolute dollar terms were increased auto liability premiums as compared to the same quarter in 2020.

For the nine months ended September 30, 2021, the primary factors driving the decrease in insurance premiums and claims were decreased physical damage and auto liability claims primarily as a result of reduced frequency partially offset by increased auto liability premiums as compared to the same period in 2020. We renewed our liability insurance policies effective September 1, 2021 and decreased our premiums 2.7% while preserving our coverage limits at $75.0 million per occurrence.

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We believe we have an opportunity to continue to reduce our claims expense over time as a result the successful launch of Variant, our digital fleet, which is currently experiencing fewer preventable accidents per million miles than our OTR legacy fleet from 2019, combined with the suspension of our OTR student program. During the first nine months of 2021 we experienced approximately 36% fewer preventable accidents than we did in the comparable prior year period which we believe contributed greatly to our lower insurance and claims expense despite higher premiums. Although a decrease in frequency in claims reduced our expense during the year, to the extent we have an increase in severity these savings could be partially or fully offset.

Liquidity and Capital Resources

Overview

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

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

Sources of Liquidity

Credit Facility

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

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

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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 September 30, 2021, there was no fixed charge coverage ratio requirement.

At September 30, 2021, the Credit Facility had issued collateralized letters of credit in the face amount of $28.1 million, with $25.0 million in borrowings outstanding and $174.1 million available to borrow. We do not anticipate material liquidity constraints or any issues with our ongoing ability to remain in compliance with our Credit Facility.

Cash Flows

Our summary statements of cash flows for the nine months ended September 30, 2021 and 2020 are set forth in the table below:


	Nine Months Ended
	September 30,
	2021		2020

	(dollars in thousands)
Net cash provided by operating activities	$	70,304	$	101,914
Net cash used in investing activities	$	(71,052)	$	(95,270)
Net cash provided by (used in) financing activities	$	1,238	$	(4,909)

Operating Activities

The decrease in cash flows from operating activities was due primarily to a $33.9 million increase in our operating assets, including a $29.7 million increase in accounts receivable, and a $13.3 million decrease in net income adjusted for noncash items offset by a $15.6 million increase in our operating liabilities Our accounts receivable increased primarily as a result of the $59.7 million increase in revenue for the quarter ended September 30, 2021 as compared to the same period in 2020. Our operating liabilities increased $15.6 million during the nine months ended September 30, 2021 as compared to the same period in 2020, due in part to increased accounts payable related primarily to third party carrier payables partially offset by decreased claims and insurance accruals related to timing of payments. Our decrease in net income adjusted for noncash items was due in part to lower available tractors, decreased average revenue miles per tractor per week, increased fuel costs per mile combined with increased driver payroll per mile offset by increases in our Brokerage gross margin, increased revenue per mile of 12.6%, decreased insurance premiums and claims along with decreased interest and other expense.

Investing Activities

For the nine months ended September 30, 2021, net cash flows used in investing activities decreased primarily as a result of decreased net capital expenditures of $24.2 million compared to the same period in 2020. During 2021, proceeds increased as a result of the equipment mix sold combined with a favorable used tractor and trailer market as compared to the same period in 2020. We expect our net capital expenditures for calendar year 2021 will approximate $130.0 million to $150.0 million to execute our equipment replacement strategy and will be financed with cash from operations, borrowings on the Credit Facility and secured debt financing. If our growth strategy gains momentum beyond our current expectations, we may need to increase our capital expenditures to fund additional profitable growth opportunities.

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Financing Activities

The increase in net cash flows provided by financing activities is due in part to decreased payments for other financing activities combined with borrowings in excess of debt repayments of $0.6 million as compared to the same period in 2020.

Working Capital

As of September 30, 2021, we had a working capital deficit of $66.4 million, representing a $0.2 million increase in our working capital from September 30, 2020. 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 September 30, 2021, we had a working capital deficit of $30.7 million, compared with a working capital deficit of $32.3 million at September 30, 2020. The increase in working capital was primarily the result of increased accounts payable and accrued wages and benefits partially offset by increased accounts receivable and other current assets.

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.

Off-Balance Sheet Arrangements

The Company had letters of credit of $28.1 million outstanding as of September 30, 2021. The letters of credit are maintained primarily to support the Company’s insurance program.

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 nine months ended September 30, 2021, there were no material changes in our commitments or contractual obligations.

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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, 2020.

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, 2020.

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 September 30, 2021. 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 September 30, 2021.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended September 30, 2021, there were no material changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various other litigation and claims primarily arising in the normal course of business, which include claims for personal injury or property damage incurred in the transportation of freight. Our insurance program for liability, physical damage and cargo damage involves varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts that management considers to be adequate. Based on its knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a materially adverse effect on us. Information relating to legal proceedings is included in Note 7 to our unaudited condensed consolidated financial statements, and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Annual Report on Form 10-K for the year ended December 31, 2020, 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. We are amending and restating in its entirety the risk factor entitled “Difficulty in obtaining materials, equipment, goods and services from our vendors and suppliers could adversely affect our business,” from our Annual Report Form 10-K for the year ended December 31, 2020, as set forth below. The risk factors set forth below should be read in conjunction with the risk factors included in our Annual

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Report on Form 10 K for the year ended December 31, 2020. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.

The proposed new rule concerning mandatory COVID-19 vaccination of employees could have a material adverse effect our business, financial condition, and results of operations.

In September 2021, President Biden announced a proposed new rule requiring all employers with at least 100 employees to ensure that their employees are fully vaccinated or require any employees who remain unvaccinated to produce a negative COVID-19 test result on at least a weekly basis before coming to work. The Department of Labor’s Occupational Safety and Health Administration (“OSHA”) is drafting an emergency rule to carry out this mandate (the “Emergency Rule”), which is expected to take effect in the coming weeks. It is currently unclear whether the Emergency Rule will include an exception for professional truck drivers. When the Emergency Rule is implemented, it could, among other things, (i) cause our unvaccinated employees to go to smaller employers, not subject to the Emergency Rule, or leave us or the trucking industry, especially our unvaccinated drivers, (ii) result in logistical issues, increased expenses, and operational issues from arranging for weekly tests of our unvaccinated employees, especially our unvaccinated drivers, (iii) result in increased costs for recruiting and retention of drivers, as well as the cost of weekly testing, and (iv) result in decreased revenue if we are unable to recruit and retain new drivers due to the Emergency Rule. It is expected that a vaccination mandate that applies to drivers would significantly reduce the pool of drivers available to us and our industry, which would further impact the extreme shortage of available drivers. Furthermore, the actions by certain states may conflict with the Emergency Rule, causing further issues with compliance. Accordingly, the Emergency Rule, when implemented, could have a material adverse effect on our business, financial condition, and results of operations.

Difficulty in obtaining materials, equipment, goods and services from our vendors and suppliers could adversely affect our business.

We are dependent upon our suppliers for certain products and materials, including our tractors and trailers. If we fail to maintain favorable relationships with our vendors and suppliers, or if our vendors and suppliers are unable to provide the products and materials we need or undergo financial hardship, we could experience difficulty in obtaining needed goods and services because of production interruptions, limited material availability or other reasons, or we may not be able to obtain favorable pricing or other terms. Currently, tractor and trailer manufacturers are experiencing significant shortages of semiconductor chips and other component parts and supplies, forcing many manufacturers to curtail or suspend their production, which has led to a lower supply of tractors and trailers, higher prices, and lengthened trade cycles, which could have material adverse effect on our business, financial condition, and results of operations, particularly our maintenance expense and driver retention.

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

During the quarter ended September 30, 2021, we did not engage in unregistered sales of securities or any other transactions required to be reported under this Item 2 of Part II on Form 10-Q.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS


Exhibit Number	Description
3.1	Third Amended and Restated Articles of Incorporation of U.S. Xpress Enterprises, Inc. (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on June 2, 2020).
3.2	Third Amended and Restated Bylaws of U.S. Xpress Enterprises, Inc. (incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K filed on filed on June 2, 2020).
31.1#	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Eric Fuller, the Company’s Principal Executive Officer
31.2#	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Eric Peterson, the Company’s Principal Financial Officer
32.1##	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Eric Fuller, the Company’s Chief Executive Officer
32.2##	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Eric Peterson, the Company’s Chief Financial Officer
101.INS#	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#	XBRL Taxonomy Extension Schema Document
101.CAL#	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE#	XBRL Taxonomy Extension Presentation Linkbase Document
104#	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

# Filed herewith.

## Furnished herewith.

SIGNATURE

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


	U.S. XPRESS ENTERPRISES, INC.

Date: October 29, 2021	By:	/s/ Eric Peterson
		Eric Peterson
		Chief Financial Officer

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