8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):        August 1, 2019

U.S. Xpress Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-38528	62-1378182
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4080 Jenkins Road
Chattanooga, Tennessee	37421
(Address of Principal Executive Offices)	(Zip Code)

(423) 510-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  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 standard provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02	Results of Operations and Financial Condition.
	On August 1, 2019, U.S. Xpress Enterprises, Inc., a Nevada corporation (the "Company"), issued a press release announcing its financial and operating results for the second quarter ended June 30, 2019.  A copy of the press release is attached to this report as Exhibit 99.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	99	U.S. Xpress Enterprises, Inc. press release announcing financial and operating results for the second quarter ended June 30, 2019.
	The information contained in Items 2.02 and 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
	The information in Items 2.02 and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange 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.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by the forward-looking statements.  Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURES

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

	U.S. Xpress Enterprises, Inc.
	(Registrant)
Date: August 1, 2019	By:	/s/ Eric A. Peterson
		Eric A. Peterson
		Chief Financial Officer, Treasurer, and Secretary

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99	U.S. Xpress Enterprises, Inc. press release announcing its financial and operating results for the second quarter ended June 30, 2019.

EX-99

Exhibit 99

U.S. Xpress Enterprises, Inc. Reports Second Quarter 2019 Results

U.S. Xpress Enterprises, Inc. (the “Company”) today announced results for the second quarter of 2019.

Second Quarter 2019 Highlights

· Operating revenue of $413.9 million compared to $449.8 million in the second quarter of 2018

· Operating income of $8.8 million compared to $20.0 million in the second quarter of 2018

· Operating ratio of 97.9% compared to 95.5% in the second quarter of 2018

· Adjusted operating ratio¹, a non-GAAP measure, of 97.5% compared to 93.4% in the second quarter of 2018

· Net income attributable to controlling interest of $2.7 million, or $0.05 per diluted share, compared to $0.6 million in the second quarter of 2018

· Adjusted net income attributable to controlling interest¹, a non-GAAP measure, of $2.9 million, or $0.06 per diluted share, compared to $11.3 million in the second quarter of 2018

Second Quarter Financial Performance

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Operating revenue	$	413,862		$	449,758		$	829,225		$	875,466
Revenue, excluding fuel surcharge	$	371,184		$	402,808		$	746,496		$	785,666
Operating income	$	8,787		$	20,018		$	21,425		$	34,872
Adjusted operating income1	$	9,317		$	26,455		$	25,355		$	41,309
Operating ratio		97.9	%		95.5	%		97.4	%		96.0	%
Adjusted operating ratio1		97.5	%		93.4	%		96.6	%		94.7	%
Net income attributable to controlling interest	$	2,672		$	615		$	7,393		$	1,774
Adjusted net income attributable to controlling interest1	$	2,912		$	11,286		$	10,182		$	12,445
Earnings per diluted share	$	0.05		$	0.04		$	0.15		$	0.17
Adjusted earnings per diluted share1	$	0.06		$	0.79		$	0.21		$	1.19

Eric Fuller, President and CEO, commented, “The freight market remained challenging through the second quarter driven by weaker than seasonal demand combined with capacity growth as a result of more favorable market conditions in 2018.  This supply - demand imbalance severely pressured spot pricing through the quarter which adversely impacted parts of our business.  Looking forward, we expect conditions to firm, as capacity slowly exits the market while at the same time we approach a more seasonally busy time of the year. 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 shareholders.”

Enterprise Update

Operating revenue was $413.9 million, a decrease of $35.9 million compared to the second quarter of 2018. Excluding revenue from the Company’s Mexico operations which were discontinued in January 2019, operating revenue decreased $22.4 million. The decrease was primarily attributable to a decrease of $18.9 million in Brokerage revenue and to a lesser extent a 1.4% reduction in average revenue miles per tractor per week.

Operating income for the second quarter of 2019 was $8.8 million compared to $20.0 million in the second quarter of 2018. Adjusted operating income¹ for the second quarter of 2019 was $9.3 million, compared to $26.5 million for the 2018 quarter. Operating ratio for the second quarter of 2019 was 97.9% and adjusted operating ratio¹ 97.5%.

Net income attributable to controlling interest for the second quarter of 2019 was $2.7 million compared to $0.6 million in the prior year quarter.  Adjusted net income attributable to controlling interest¹ for the second quarter of 2019 was $2.9 million, compared to $11.3 million in the 2018 quarter. Earnings per diluted share were $0.05 for the second quarter of 2019 and adjusted earnings per diluted share¹ were $0.06.

Truckload Segment

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Over the road
Average revenue per tractor per week*	$	3,625	$	3,957	$	3,621	$	3,890
Average revenue per mile*	$	1.956	$	2.023	$	1.970	$	1.997
Average revenue miles per tractor per week		1,853		1,956		1,838		1,952
Average tractors		3,611		3,578		3,614		3,605
Dedicated
Average revenue per tractor per week*	$	4,018	$	3,647	$	3,990	$	3,598
Average revenue per mile*	$	2.355	$	2.234	$	2.346	$	2.209
Average revenue miles per tractor per week		1,706		1,632		1,700		1,629
Average tractors		2,674		2,721		2,666		2,672
Consolidated
Average revenue per tractor per week*	$	3,792	$	3,823	$	3,777	$	3,771
Average revenue per mile*	$	2.118	$	2.105	$	2.123	$	2.078
Average revenue miles per tractor per week		1,791		1,816		1,779		1,814
Average tractors		6,285		6,299		6,280		6,277
* Excluding fuel surcharge revenues
The above table excludes revenue, miles and tractors for services performed in Mexico.

Mr. Fuller said, “The more challenging freight market through the second quarter pushed spot pricing down by more than 30% in our OTR division which adversely impacted our OTR results.  These headwinds overshadowed what remained a strong contract market where contract rates rose 8%, year over year, in our OTR division.  Conversely, our Dedicated division performed well in the second quarter as average revenue per tractor per week grew 10.2% driven by our initiative to improve our customer mix as well as our execution.  Of note, Dedicated rates were up 5.4% in the second quarter and the outlook for this division remains positive.”

Mr. Fuller added, “Our drivers remain our most important asset and in an effort to improve driver satisfaction we created a new driver development program.  This program provides continuous learning opportunities for our drivers with the goal of providing the knowledge, skills and abilities necessary for a successful career.  While still early in its roll out, we are seeing positive results from those drivers who have completed this training versus those who have not.   We are optimistic that, overtime, this training will improve our drivers’ satisfaction and retention while also reducing their accident rate and the Company’s insurance expense.”

In the Over-the-Road division, average revenue per tractor per week declined 8.4% compared with the second quarter of 2018. Average revenue per mile decreased 3.3% compared with the 2018 quarter, while average revenue miles per tractor per week decreased 5.3%.  The impact on average revenue per tractor per week resulted from the less favorable freight environment.

The Dedicated division’s average revenue per tractor per week increased 10.2% compared to the second quarter of 2018. The increase was primarily the result of a 5.4% increase in average revenue per mile and a 4.5% increase in average revenue miles per tractor per week. The increase in utilization and revenue per mile was the result of successful efforts made in 2018 designed to improve the business mix by allocating capital to new and existing accounts with a better combination of rate and utilization.

Brokerage Segment

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Brokerage revenue	$	39,457		$	58,361		$	85,701		$	112,902
Gross margin %		16.1	%		12.2	%		16.9	%		13.1	%
Load Count		29,701			42,135			63,520			81,385

The Brokerage segment continues to provide additional selectivity for the Company’s assets to optimize yield while at the same time offering more capacity solutions to customers. Brokerage segment revenue decreased to $39.5 million in the second quarter of 2019 compared to $58.4 million in the second quarter of 2018, on fewer loads and decreased revenue per load.  Brokerage operating income was $1.3 million in the second quarter of 2019 as compared to $1.4 million in the year ago quarter.

Liquidity and Capital Resources

As of June 30, 2019, we had $121.0 million of liquidity (defined as cash plus availability under the Company’s revolving credit facility), $436.9 million of net debt (defined as long-term debt, including current maturities, less cash balances), and $239.6 million of total stockholders' equity. Capital expenditures, net of proceeds, related primarily to tractors and trailers were $90.4 million in the first half of 2019.

Outlook

Mr. Fuller commented, “The freight environment has remained under pressure through the summer though we do expect conditions to firm, as capacity slowly exits the market while at the same time we approach a more seasonally busy time of the year. For the full year 2019, we expect our full year adjusted operating ratio¹ to be in a range from 95.5% to 97.5%.  To provide context, the high end of our full year guidance range assumes that the current market environment as experienced through June and July persists through year end.”

Conference Call

The Company will hold a conference call to discuss its second quarter results at 5:00 p.m. (Eastern Time) on August 1, 2019.  The conference call can be accessed live over the by phone dialing 1-877-423-9813 or, for international callers, 1-201-689-8573 and requesting to be joined to the U.S. Xpress Second Quarter 2019 Earnings Conference Call. A replay will be available starting at 8:00 p.m. (Eastern Time) on August 1, 2019, and can be accessed by dialing 1-844-512-2921 or, for international callers, 1-412-317-6671. The passcode for the replay is 13692290. The replay will be available until 11:59 p.m. (Eastern Time) on August 8, 2019.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at investor.usxpress.com. The online replay will remain available for a limited time beginning immediately following the call. Supplementary information for the conference call will also be available on this website.

(1) Non-GAAP Financial Measures

In addition to our net income determined in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’), we evaluate operating performance using certain non-GAAP measures, including Adjusted Operating Ratio, Adjusted Operating Income, Adjusted Net Income Attributable to Controlling Interest, and Adjusted EPS (on a consolidated and, as applicable, segment basis). Management believes the use of non-GAAP measures assists investors and securities analysts in understanding the ongoing operating performance of our business by allowing more effective comparison between periods. Further, management uses non-GAAP Adjusted Operating Ratio, Adjusted Operating Income, Adjusted Net Income Attributable to Controlling Interest, and Adjusted EPS measures on a supplemental basis to remove items that may not be an indicator of performance from period-to-period. The non-GAAP information provided is used by our management and may not be comparable to similar measures disclosed by other companies. The non-GAAP measures used herein have limitations as analytical tools and should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. You should not consider the non-GAAP measures used herein in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for these limitations by relying primarily on GAAP results and using non-GAAP financial measures on a supplemental basis.

Pursuant to the requirements of Regulation G and Regulation S-K, we have provided reconciliations of Adjusted Operating Ratio, Adjusted Operating Income, Adjusted Net Income Attributable to Controlling Interest, and Adjusted EPS to the most comparable GAAP financial measures at the end of this press release.

About U.S. Xpress Enterprises

Founded in 1985, U.S. Xpress Enterprises, Inc. is the nation’s fifth largest asset-based truckload carrier by revenue, providing services primarily throughout 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 truck brokerage network. Our modern fleet of tractors is backed up by a team of committed professionals whose focus lies squarely on meeting the needs of our customers and our drivers.

Forward-Looking Statements

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "intends," “outlook,” “strategy,” “target,” “optimistic,” “focus,” “continue,” “will,” “could,” “should,” “may,” and similar terms and phrases. In this press release, such statements may include, but are not limited to, statements in the "Outlook" section, statements regarding the freight environment, our network efficiency, expected adjusted operating ratio and capital expenditures, the expected impact of our driver initiatives, and the productivity of our operations for the balance of 2019, and any other statements concerning: any projections of earnings, revenues, cash flows, capital expenditures, or other financial items; any statement of plans, strategies, or objectives for future operations; any statements regarding future economic or industry conditions or performance; and any statements of belief and any statements of assumptions underlying any of the foregoing. Forward-looking statements are based upon the current beliefs and expectations of our management and 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. The following factors, among others, could cause actual results to differ materially from those in the forward-looking statements: general economic conditions, including inflation and consumer spending; political conditions and regulations, including future changes thereto; changes in tax laws or in their interpretations and changes in tax rates; future insurance and claims experience, including adverse changes in claims experience and loss development factors, or additional changes in management's estimates of liability based upon such experience and development factors that cause our expectations of insurance and claims expense to be inaccurate or otherwise impacts our results; impact of pending or future legal proceedings; future market for used revenue equipment and real estate; future revenue equipment prices; future capital expenditures, including equipment purchasing and leasing plans and equipment turnover (including expected trade-ins); expected fleet age; future depreciation and amortization; changes in management’s estimates of the need for new tractors and trailers; future ability to generate sufficient cash from operations and obtain financing on favorable terms to meet our significant ongoing capital requirements; our ability to maintain compliance with the provisions of our credit agreement; expected freight environment, including freight demand, rates, capacity, and volumes; future asset utilization; loss of one or more of our major customers; our ability to renew dedicated service offering contracts on the terms and schedule we expect; surplus inventories, recessionary economic cycles, and downturns in customers' business cycles; strikes, work slowdowns, or work stoppages at the Company, customers, ports, or other shipping related facilities; increases or rapid fluctuations in fuel prices, as well as fluctuations in surcharge collection, including, but not limited to, changes in customer fuel surcharge policies and increases in fuel surcharge bases by customers; interest rates, fuel taxes, tolls, and license and registration fees; increases in compensation for and difficulty in attracting and retaining qualified professional drivers and independent contractors; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; regulatory requirements that increase costs, decrease efficiency, or reduce the availability of drivers, including revised hours-of-service requirements for drivers and the Federal Motor Carrier Safety Administration’s Compliance, Safety, Accountability program that implemented new driver standards and modified the methodology for determining a carrier’s Department of Transportation safety rating; future safety performance; our ability to reduce, or control increases in, operating costs; future third-party service provider relationships and availability; execution of the Company’s current business strategy or changes in the Company’s business strategy; the ability of the Company’s infrastructure to support future organic or inorganic growth; our ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; in relation to exiting our fixed cost investment in U.S.-Mexico cross border business, the actual costs of severance, leased vehicle turn-in, equipment repositioning, and other expenses associated with exiting the operations; the impact of supply and demand on availability and pricing of replacement loads for tractors in our U.S. network; the prices obtained for assets being disposed of; and the timing and amount of deferred consideration collected; our ability to adapt to changing market conditions and technologies; disruptions to our information technology and our inability to implement technology initiatives; costs, diversion of management’s attention, and potential payments made in connection with the multiple class action lawsuits arising out of our IPO; and our ability to remediate several outstanding material weaknesses. Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

Contact:

U.S. Xpress Enterprises, Inc.

Brian Baubach

Sr. Vice President Corporate Finance and Investor Relationsinvestors@usxpress.com

Source: U.S. Xpress Enterprises, Inc.

Condensed Consolidated Income Statements (unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2019			2018			2019			2018
Operating Revenue:
Revenue, excluding fuel surcharge	$	371,184		$	402,808		$	746,496		$	785,666
Fuel surcharge		42,678			46,950			82,729			89,800
Total operating revenue		413,862			449,758			829,225			875,466
Operating Expenses:
Salaries, wages and benefits		130,521			139,701			255,084			272,625
Fuel and fuel taxes		47,374			57,704			94,278			116,093
Vehicle rents		18,579			19,393			37,555			39,415
Depreciation and amortization, net of (gain) loss		24,752			24,149			47,814			48,855
Purchased transportation		112,579			118,681			226,584			220,457
Operating expense and supplies		29,968			29,073			57,913			58,864
Insurance premiums and claims		19,266			19,165			43,619			39,335
Operating taxes and licenses		3,406			3,509			6,579			6,910
Communications and utilities		2,185			2,425			4,450			4,891
Gain on sale of subsidiary		(670	)		-			(670	)		-
General and other operating		17,115			15,940			34,594			33,149
Total operating expenses		405,075			429,740			807,800			840,594
Operating Income		8,787			20,018			21,425			34,872
Other Expenses (Income):
Interest Expense, net		5,296			12,298			10,899			24,956
Early extinguishment of debt		-			7,753			-			7,753
Equity in loss of affiliated companies		90			(119	)		179			177
Other, net		-			242			26			167
		5,386			20,174			11,104			33,053
Income (loss) Before Income Taxes		3,401			(156	)		10,321			1,819
Income Tax Provision (Benefit)		415			(1,191	)		2,316			(598	)
Net Income		2,986			1,035			8,005			2,417
Net Income attributable to non-controlling interest		314			420			612			643
Net Income attributable to controlling interest	$	2,672		$	615		$	7,393		$	1,774
Income Per Share
Basic earnings per share	$	0.05		$	0.04		$	0.15		$	0.17
Basic weighted average shares outstanding		48,742			14,214			48,569			10,321
Diluted earnings per share	$	0.05		$	0.04		$	0.15		$	0.17
Diluted weighted average shares outstanding		49,312			14,456			49,184			10,443

Condensed Consolidated Balance Sheets (unaudited)
	June 30,			December 31,
(in thousands)	2019			2018
Assets
Current assets:
Cash and cash equivalents	$	3,560		$	9,892
Customer receivables, net of allowance of $106 and $59, respectively		184,275			190,254
Other receivables		20,423			20,430
Prepaid insurance and licenses		10,420			11,035
Operating supplies		7,191			7,324
Assets held for sale		12,702			33,225
Other current assets		18,692			13,374
Total current assets		257,263			285,534
Property and equipment, at cost		939,619			898,530
Less accumulated depreciation and amortization		(392,420	)		(379,813	)
Net property and equipment		547,199			518,717
Other assets:
Operating lease right-of-use assets		200,734			-
Goodwill		57,708			57,708
Intangible assets, net		28,065			28,913
Other		24,892			19,615
Total other assets		311,399			106,236
Total assets	$	1,115,861		$	910,487
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	61,289		$	63,808
Book overdraft		9,791			-
Accrued wages and benefits		22,412			24,960
Claims and insurance accruals		47,334			47,442
Other accrued liabilities		8,737			8,120
Liabilities associated with assets held for sale		-			6,856
Current portion of operating leases		58,162			-
Current maturities of long-term debt and finance leases		88,490			113,094
Total current liabilities		296,215			264,280
Long-term debt and finance leases, net of current maturities		352,010			312,819
Less debt issuance costs		(1,211	)		(1,347	)
Net long-term debt and finance leases		350,799			311,472
Deferred income taxes		21,802			19,978
Long term liabilites associated with assets held for sale		-			8,353
Other long-term liabilities		6,828			7,713
Claims and insurance accruals, long-term		58,292			60,304
Noncurrent operating lease liability		142,356			-
Commitments and contingencies		-			-
Stockholders' Equity:
Common Stock		489			484
Additional paid-in capital		248,386			251,742
Accumulated deficit		(9,942	)		(17,335	)
Stockholders' equity		238,933			234,891
Noncontrolling interest		636			3,496
Total stockholders' equity		239,569			238,387
Total liabilities and stockholders' equity	$	1,115,861		$	910,487

Condensed Consolidated Cash Flow Statements (unaudited)
	Six Months Ended June 30,
(in thousands)	2019			2018
Operating activities
Net income	$	8,005		$	2,417
Adjustments to reconcile net income to net cash provided by operating activities:
Early extinguishment of debt		-			7,753
Deferred income tax provision		1,824			(959	)
Depreciation and amortization		44,401			46,792
Losses on sale of property and equipment		3,413			2,063
Share based compensation		1,880			629
Other		572			(5,745	)
Gain on sale of subsidiary		(670	)		-
Changes in operating assets and liabilities
Receivables		5,320			(17,531	)
Prepaid insurance and licenses		612			(504	)
Operating supplies		72			(1,042	)
Other assets		(3,288	)		(3,777	)
Accounts payable and other accrued liabilities		(2,167	)		(15,353	)
Accrued wages and benefits		(2,401	)		4,356
Net cash provided by operating activities		57,573			19,099
Investing activities
Payments for purchases of property and equipment		(105,137	)		(62,864	)
Proceeds from sales of property and equipment		23,041			15,355
Other		-			(500	)
Proceeds from sale of subsidiary, net of cash		(8,259	)		-
Net cash used in investing activities		(90,355	)		(48,009	)
Financing activities
Borrowings under lines of credit		10,700			214,432
Payments under lines of credit		(9,900	)		(243,765	)
Borrowings under long-term debt		65,704			244,677
Payments of long-term debt and finance leases		(51,936	)		(427,341	)
Payments of financing costs		-			(4,151	)
Proceeds from IPO, net of issuance costs		-			247,098
Tax withholding related to net share settlement of restricted stock awards		(44	)		-
Purchase of noncontrolling interest		(8,659	)		-
Payments of long-term consideration for business acquisition		(990	)		(1,010	)
Repurchase of membership units		-			(217	)
Book overdraft		9,791			(3,537	)
Net cash provided by financing activities		14,666			26,186
Change in cash balances of assets held for sale		11,784			-
Net change in cash and cash equivalents		(6,332	)		(2,724	)
Cash and cash equivalents
Beginning of year		9,892			9,232
End of period	$	3,560		$	6,508

Key Operating Factors & Truckload Statistics (unaudited)
	Three Months Ended June 30,						%			Six Months Ended June 30,						%
	2019			2018			Change			2019			2018			Change
Operating Revenue:
Truckload1	$	331,727		$	344,447			-3.7	%	$	660,795		$	672,764			-1.8	%
Fuel Surcharge		42,678			46,950			-9.1	%		82,729			89,800			-7.9	%
Brokerage		39,457			58,361			-32.4	%		85,701			112,902			-24.1	%
Total Operating Revenue	$	413,862		$	449,758			-8.0	%	$	829,225		$	875,466			-5.3	%
Operating Income:
Truckload	$	7,503		$	18,590			-59.6	%	$	17,344		$	31,093			-44.2	%
Brokerage	$	1,284		$	1,428			-10.1	%	$	4,081		$	3,779			8.0	%
	$	8,787		$	20,018			-56.1	%	$	21,425		$	34,872			-38.6	%
Operating Ratio:
Operating Ratio		97.9	%		95.5	%		2.5	%		97.4	%		96.0	%		1.5	%
Adjusted Operating Ratio2		97.5	%		93.4	%		4.4	%		96.6	%		94.7	%		2.0	%
Truckload Operating Ratio		98.0	%		95.3	%		2.8	%		97.7	%		95.9	%		1.9	%
Adjusted Truckload Operating Ratio2		97.6	%		92.7	%		5.3	%		96.8	%		94.4	%		2.5	%
Brokerage Operating Ratio		96.7	%		97.6	%		-0.9	%		95.2	%		96.7	%		-1.6	%
Truckload Statistics:3
Revenue Per Mile1	$	2.118		$	2.105			0.6	%	$	2.123		$	2.078			2.2	%
Average Tractors -
Company Owned		4,548			4,955			-8.2	%		4,613			5,054			-8.7	%
Owner Operators		1,738			1,344			29.3	%		1,667			1,223			36.3	%
Total Average Tractors		6,286			6,299			-0.2	%		6,280			6,277			0.0	%
Average Revenue Miles Per Tractor Per Week		1,791			1,816			-1.4	%		1,779			1,814			-1.9	%
Average Revenue Per Tractor Per Week1	$	3,792		$	3,823			-0.8	%	$	3,777		$	3,771			0.2	%
Total Miles		162,217			163,009			-0.5	%		319,201			324,066			-1.5	%
Total Company Miles		114,344			125,206			-8.7	%		228,125			255,532			-10.7	%
Total Independent Contractor Miles		47,873			37,803			26.6	%		91,076			68,534			32.9	%
Independent Contractor fuel surcharge		12,233			10,514			16.3	%		22,713			18,470			23.0	%
1 Excluding fuel surcharge revenues
2 See GAAP to non-GAAP reconciliation in the schedules following this release
3 Excludes revenue, miles and tractors for services performed in Mexico.

Non-GAAP Reconciliation - Adjusted Operating Income and Adjusted Operating Ratio (unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2019			2018			2019			2018
GAAP Presentation:
Total revenue	$	413,862		$	449,758		$	829,225		$	875,466
Total operating expenses		(405,075	)		(429,740	)		(807,800	)		(840,594	)
Operating Income	$	8,787		$	20,018		$	21,425		$	34,872
Operating ratio		97.9	%		95.5	%		97.4	%		96.0	%
Non-GAAP Presentation
Total revenue	$	413,862		$	449,758		$	829,225		$	875,466
Fuel surcharge		(42,678	)		(46,950	)		(82,729	)		(89,800	)
Revenue, excluding fuel surcharge		371,184			402,808			746,496			785,666
Total operating expenses		405,075			429,740			807,800			840,594
Adjusted for:
Fuel surcharge		(42,678	)		(46,950	)		(82,729	)		(89,800	)
Mexico transition costs1		(1,200	)		-			(4,600	)		-
Gain on sale of subsidiary2		670			-			670			-
IPO related costs3		-			(6,437	)		-			(6,437	)
Adjusted operating expenses		361,867			376,353			721,141			744,357
Adjusted Operating Income	$	9,317		$	26,455		$	25,355		$	41,309
Adjusted operating ratio		97.5	%		93.4	%		96.6	%		94.7	%

Non-GAAP Reconciliation - Truckload Adjusted Operating Income and Adjusted Operating Ratio (unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)		2019			2018			2019			2018
Truckload GAAP Presentation:
Total Truckload revenue	$	374,405		$	391,397		$	743,524		$	762,564
Total Truckload operating expenses		(366,902	)		(372,807	)		(726,180	)		(731,471	)
Truckload Operating Income	$	7,503		$	18,590		$	17,344		$	31,093
Truckload Operating ratio		98.0	%		95.3	%		97.7	%		95.9	%
Truckload Non-GAAP Presentation
Total Truckload revenue	$	374,405		$	391,397		$	743,524		$	762,564
Fuel surcharge		(42,678	)		(46,950	)		(82,729	)		(89,800	)
Revenue, excluding fuel surcharge		331,727			344,447			660,795			672,764
Total Truckload operating expenses		366,902			372,807			726,180			731,471
Adjusted for:
Fuel surcharge		(42,678	)		(46,950	)		(82,729	)		(89,800	)
Mexico transition costs1		(1,200	)		-			(4,600	)		-
Gain on sale of subsidiary2		670			-			670			-
IPO related costs3		-			(6,437	)		-			(6,437	)
Truckload Adjusted operating expenses		323,694			319,420			639,521			635,234
Truckload Adjusted Operating Income	$	8,033		$	25,027		$	21,274		$	37,530
Truckload Adjusted operating ratio		97.6	%		92.7	%		96.8	%		94.4	%
1 During the second quarter and six months ended June 30, 2019, we incurred expenses related to the exit of our Mexico business totaling $1,200 and $4,600
2During the second quarter we recognized a gain on the sale of our Mexico business
3 During the second quarter, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437.

Non-GAAP Reconciliation - Adjusted Net Income and EPS (unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2019			2018			2019			2018
GAAP: Net Income attributable to controlling interest	$	2,672		$	615		$	7,393		$	1,774
Adjusted for:
Income tax benefit		415			(1,191	)		2,316			(598	)
Income (loss) before income taxes attributable to controlling interest	$	3,087		$	(576	)	$	9,709		$	1,176
Mexico transition costs1		1,200			-			4,600			-
Gain on sale of subsidiary2		(670	)		-			(670	)		-
Debt extinguishment costs in conjunction with IPO3		-			7,753			-			7,753
IPO-related costs4		-			6,437			-			6,437
Adjusted income before income taxes		3,617			13,614			13,639			15,366
Adjusted income tax provision		705			2,328			3,457			2,921
Non-GAAP: Adjusted Net Income attributable to controlling interest	$	2,912		$	11,286		$	10,182		$	12,445
GAAP: Earnings per diluted share	$	0.05		$	0.04		$	0.15		$	0.17
Adjusted for:
Income tax (benefit) expense attributable to controlling interest		0.01			(0.08	)		0.05			(0.06	)
Income (loss) before income taxes attributable to controlling interest	$	0.06		$	(0.04	)	$	0.20		$	0.11
Mexico transition costs1		0.02			-			0.09			-
Gain on sale of subsidiary2		(0.01	)		-			(0.01	)		-
Debt extinguishment costs in conjunction with IPO3		-			0.54			-			0.74
IPO-related costs4		-			0.45			-			0.62
Adjusted income before income taxes		0.07			0.95			0.28			1.47
Adjusted income tax provision		0.01			0.16			0.07			0.28
Non-GAAP: Adjusted Net Income attributable to controlling interest	$	0.06		$	0.79		$	0.21		$	1.19
1 During the second quarter and six months ended June 30, 2019, we incurred expenses related to the exit of our Mexico business totaling $1,200 and $4,600, respectively.
2During the second quarter we recognized a gain on the sale of our Mexico business.
3 In connection with the IPO, we recognized an early extinguishment of debt charge related to our then existing term loan.
4 During the second quarter, we incurred one time expenses for the IPO related to pay out of our SAR program and deal bonuses totaling $6,437

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