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, 2019

or

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

For the transition period from                        to

Commission File Number:  001-38528

U.S. Xpress Enterprises, Inc.

(Exact name of registrant as specified in its charter)

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

(423) 510-3000

(Registrant’s telephone number, including area code)

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

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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer   ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

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

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date October 31, 2019.

Class A Common Stock, $0.01 par value: 33,278,230

Class B Common Stock, $0.01 par value: 15,687,101

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION
		Page Number
Item 1.	Unaudited Condensed Consolidated Financial Statements Three and Nine Months Ended September 30, 2019 and 2018
	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 Stockholder’s Equity (Deficit)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
	PART II OTHER INFORMATION
		Page Number
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43

Page 2

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Balance Sheets

September 30, 2019 and December 31, 2018

	September 30,		December 31,
(in thousands, except share amounts)	2019		2018
Assets
Current assets
Cash and cash equivalents	$	4,442	$	9,892
Customer receivables, net of allowance of $75 and $59 at September 30, 2019 and December 31, 2018, respectively		193,047		190,254
Other receivables		18,345		20,430
Prepaid insurance and licenses		23,221		11,035
Operating supplies		7,706		7,324
Assets held for sale		10,399		33,225
Other current assets		19,057		13,374
Total current assets		276,217		285,534
Property and equipment, at cost		939,889		898,530
Less accumulated depreciation and amortization		(403,891)		(379,813)
Net property and equipment		535,998		518,717
Other assets
Operating lease right of use assets		250,062		—
Goodwill		57,708		57,708
Intangible assets, net		27,642		28,913
Other		31,067		19,615
Total other assets		366,479		106,236
Total assets	$	1,178,694	$	910,487
Liabilities and Stockholder's Equity
Current liabilities
Accounts payable	$	87,161	$	63,808
Book overdraft		3,833		—
Accrued wages and benefits		24,085		24,960
Claims and insurance accruals, current		51,125		47,442
Other accrued liabilities		9,433		8,120
Liabilities associated with assets held for sale		—		6,856
Current portion of operating lease liabilities		70,246		—
Current maturities of long-term debt and finance leases		82,669		113,094
Total current liabilities		328,552		264,280
Long-term debt, net of current maturities		351,492		312,819
Less unamortized discount and debt issuance costs		(1,301)		(1,347)
Net long-term debt		350,191		311,472
Deferred income taxes		20,996		19,978
Long-term liabilities associated with assets held for sale		—		8,353
Other long-term liabilities		6,599		7,713
Claims and insurance accruals, long-term		53,370		60,304
Noncurrent operating lease liabilities		179,600		—
Commitments and contingencies (Notes 7 and 8)		—		—
Stockholders' Equity
Common stock Class A, $.01 par value, 140,000,000 shares authorized at September 30, 2019 and December 31, 2018, respectively, 33,278,230 and 32,859,292 issued and outstanding at September 30, 2019 and December 31, 2018, respectively		333		329
Common stock Class B, $.01 par value, 35,000,000 authorized at September 30, 2019 and December 31, 2018, respectively, 15,687,101 and 15,486,560 issued and outstanding at September 30, 2019 and December 31, 2018, respectively		157		155
Additional paid-in capital		249,665		251,742
Accumulated deficit		(11,388)		(17,335)
Stockholders' equity		238,767		234,891
Noncontrolling interest		619		3,496
Total stockholders' equity		239,386		238,387
Total liabilities, redeemable restricted units and stockholders' equity	$	1,178,694	$	910,487

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 3

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2019 and 2018

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except per share amounts)	2019		2018		2019		2018
Operating revenue
Revenue, before fuel surcharge	$	386,666	$	413,887	$	1,133,162	$	1,199,553
Fuel surcharge		41,837		46,340		124,566		136,140
Total operating revenue		428,503		460,227		1,257,728		1,335,693
Operating expenses
Salaries, wages, and benefits		134,887		128,117		389,971		400,742
Fuel and fuel taxes		47,460		57,423		141,738		173,516
Vehicle rents		19,470		19,497		57,025		58,912
Depreciation and amortization, net of (gain) loss on sale of property		26,684		24,541		74,498		73,396
Purchased transportation		122,433		129,732		349,017		350,189
Operating expenses and supplies		29,525		30,538		87,438		89,402
Insurance premiums and claims		19,570		25,128		63,189		64,463
Operating taxes and licenses		3,533		3,522		10,112		10,432
Communications and utilities		2,209		2,258		6,659		7,149
General and other operating expenses		19,450		16,579		54,044		49,728
Gain on sale of subsidiary		—		—		(670)		—
Total operating expenses		425,221		437,335		1,233,021		1,277,929
Operating income		3,282		22,892		24,707		57,764
Other expense (income)
Interest expense, net		5,467		4,815		16,366		29,771
Early extinguishment of debt		—		—		—		7,753
Equity in loss of affiliated companies		91		73		270		250
Other, net		—		(133)		26		34
		5,558		4,755		16,662		37,808
Income (loss) before income tax provision		(2,276)		18,137		8,045		19,956
Income tax provision (benefit)		(813)		1,679		1,503		1,081
Net total and comprehensive income (loss)		(1,463)		16,458		6,542		18,875
Net total and comprehensive income (loss) attributable to noncontrolling interest		(17)		329		595		972
Net total and comprehensive income (loss) attributable to controlling interest	$	(1,446)	$	16,129	$	5,947	$	17,903
Earnings (loss) per share
Basic earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.77
Basic weighted average shares outstanding		48,984		48,296		48,709		23,118
Diluted earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.76
Diluted weighted average shares outstanding		48,984		49,597		49,289		23,638

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 4

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2019 and 2018

	Nine Months Ended
	September 30,
(in thousands)	2019		2018
Operating activities
Net income	$	6,542	$	18,875
Adjustments to reconcile net income  to net cash provided by operating activities:
Early extinguishment of debt		—		7,753
Deferred income tax provision		1,018		3,458
Depreciation and amortization		68,813		68,687
Losses on sale of equipment		5,685		4,709
Share based compensation		2,810		1,356
Other		783		(2,091)
Interest paid-in-kind		—		(7,516)
Gain on sale of subsidiary		(670)		—
Changes in operating assets and liabilities:
Receivables		(5,650)		(30,102)
Prepaid insurance and licenses		(12,189)		(9,754)
Operating supplies		(443)		(96)
Other assets		(4,800)		(4,190)
Accounts payable and other accrued liabilities		22,076		(11,531)
Accrued wages and benefits		(729)		5,304
Net cash provided by operating activities		83,246		44,862
Investing activities
Payments for purchases of property and equipment		(127,899)		(125,556)
Proceeds from sales of property and equipment		33,301		36,915
Other		(2,000)		(500)
Sale of subsidiary, net of cash		(6,432)		—
Net cash used in investing activities		(103,030)		(89,141)
Financing activities
Borrowings under lines of credit		56,200		219,332
Payments under lines of credit		(53,300)		(248,665)
Borrowings under long-term debt		78,803		289,943
Payments of long-term debt		(73,472)		(464,375)
Payments of financing costs and original issue discount		(170)		(4,162)
Proceeds from IPO, net of issuance costs		—		246,685
Payments of long-term consideration for business acquisition		(990)		(1,010)
Purchase of noncontrolling interest		(8,659)		—
Tax withholding related to net share settlement of restricted stock awards		(44)		—
Proceeds from issuance of common stock under ESPP		349		—
Repurchase of membership units		—		(217)
Book overdraft		3,833		3,626
Net cash provided by financing activities		2,550		41,157
Cash included in assets held for sale		11,784		—
Net change in cash and cash equivalents		(5,450)		(3,122)
Cash and cash equivalents
Beginning of year		9,892		9,232
End of period	$	4,442	$	6,110
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	16,102	$	42,306
Cash paid during the year for income taxes		311		1,368
Supplemental disclosure of significant noncash investing and financing activities
Debt obligations relieved in conjunction with the divesture of Xpress Internacional	$	7,109	$	—
Property and equipment amounts accrued in accounts payable		1,622		—
Capital lease extinguishments		40		1,096
Uncollected proceeds from asset sales		1,607		231

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 5

U.S. Xpress Enterprises, Inc.

Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit)

Three and Nine Months Ended September 30, 2019 and 2018

					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, 2018	$	329	$	155	$	251,742	$	(17,335)	$	3,496	$	238,387
Share based compensation		—		—		856		—		—		856
Vesting of restricted units		—		1		(39)		—		—		(38)
Net income		—		—		—		4,721		298		5,019
Balances at March 31, 2019		329		156		252,559		(12,614)		3,794		244,224
Share based compensation		—		—		1,024		—		—		1,024
Vesting of restricted units		3		1		(10)		—		—		(6)
Purchase of noncontrolling interest		—		—		(5,187)		—		(3,472)		(8,659)
Net income		—		—		—		2,672		314		2,986
Balances at June 30, 2019		332		157		248,386		(9,942)		636		239,569
Share based compensation		—		—		930		—		—		930
Issuance of common stock under ESPP		1		—		349		—		—		350
Net loss		—		—		—		(1,446)		(17)		(1,463)
Balances at September 30, 2019	$	333	$	157	$	249,665	$	(11,388)	$	619	$	239,386

					Additional				Non		Total		Redeemable
	Class A		Class B		Paid		Accumulated		Controlling		Stockholders'		Restricted
(in thousands, except share amounts)	Stock		Stock		In Capital		Deficit		Interest		Equity (Deficit)		Units
Balances at December 31, 2017	$	64	$	—	$	1	$	(43,459)	$	2,289	$	(41,105)	$	3,281
Share based compensation		—		—		—		—		—		—		208
Adoption of ASC 606		—		—		—		1,459		—		1,459		—
Dividend of repurchased membership units		—		—		—		—		—		—		(51)
Net income		—		—		—		1,159		223		1,382		—
Balances at March 31, 2018		64		—		1		(40,841)		2,512		(38,264)		3,438
Share based compensation		—		—		238		—		—		238		183
Cancel 6,384,877 US Xpress Enterprises shares		(64)		—		—		64		—		—		—
Issuance of 16,046,624 shares of Class A Stock in Reorganization		160		—		(11)		(149)		—		—		—
Issuance of 15,486,560 shares of Class B Stock in Reorganization		—		155		(6)		(149)		—		—		—
Transfer from temporary equity to permanent equity		—		—		3,455		—		—		3,455		(3,455)
Issuance of 16,668,000 shares of Class A stock in Initial Public Offering, net of underwriting discounts and offering costs		167		—		246,931		—		—		247,098		—
Vesting of restricted stock		1		—		(1)		—		—		—		—
Dividend of repurchased membership units		—		—		—		—		—		—		(166)
Net income		—		—		—		615		420		1,035		—
Balances at June 30, 2018		328		155		250,607		(40,460)		2,932		213,562		—
Share based compensation		—		—		727		—		—		727		—
Issuance of 16,668,000 shares of Class A stock in Initial Public Offering, net of underwriting discounts and offering costs		—		—		(414)		—		—		(414)		—
Net income		—		—		—		16,129		329		16,458		—
Balances at September 30, 2018	$	328	$	155	$	250,920	$	(24,331)	$	3,261	$	230,333	$	—

See Notes to Unaudited Condensed Consolidated Financial Statements

Page 6

U.S. Xpress Enterprises, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2019

1.        Organization and Operations

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

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

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, 2018 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, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018.

Leases

We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount

Page 7

the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant.

Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.

Recently Issued Accounting Standards

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017‑04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment testing process. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. The provisions of this update are effective for fiscal years beginning after December 15, 2019. The Company has evaluated the provisions of the pronouncement and does not expect the adoption of ASU 2017‑04 will have a material impact on the consolidated financial statements.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842),” and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 842”), in order to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. We adopted ASC 842 using the modified retrospective approach and applied the transition provisions with an effective date as of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting originally in effect for such periods. We elected the “package of practical expedients” under ASC 842 which permits us to not reassess our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. We also elected the practical expedient to not reassess certain land easements. We did not elect the use-of-hindsight practical expedient during the transition of ASC 842. Adoption of ASC 842 resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of approximately $183.0 million. The adoption of ASC 842 also resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing, and uncertainty of cash flows arising from leases. See the “Leases” section of this note and Note 6, Leases for additional information.

3.       Divesture of Xpress Internacional

In January 2019, we sold our 95% interest in Xpress Internacional. The purchase price was approximately $4.5 million in cash, a $6.0 million note receivable and approximately $2.5 million in contingent consideration related to the completion of selling 110 tractors. During the quarter ended June 30, 2019, we updated the fair value of the tractors to $1.8 million from the previously recorded $2.5 million and recorded an additional cash receivable for $1.5 million as a result of lower than expected purchase expenses at Xpress Internacional. The business met the criteria for the presentation as held for sale as of December 31, 2018. The assets of business held for sale were not material to our consolidated revenues or consolidated operating income. We recognized an impairment in the amount of $10.7 million in December 2018, related to the disposal group as the carrying value exceeded the fair value. We recognized  a subsequent gain during the quarter ended June 30, 2019 of $0.7 million.

Page 8

4.        Noncontrolling Interest

In June 2019, we purchased the remaining 10% noncontrolling interest of Total Transportation of Mississippi for a purchase price of $8.7 million. The book value of the noncontrolling interest prior to the equity purchase was $3.5 million and the remaining $5.2 million was a reduction to additional paid in capital.

5.        Income Taxes

The Company’s provision for income taxes for the nine months ended September 30, 2019 and 2018 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, 2019 and 2018 (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income (loss) before Income Taxes	$	(2,276)		$	18,137		$	8,045		$	19,956
Income tax provision (benefit)		(813)			1,679			1,503			1,081
Effective tax rate		35.7	%		9.3	%		18.7	%		5.4	%

The difference between the Company’s effective tax rate for the three and nine months ended September 30, 2019 and 2018 and the US statutory rate of 21% primarily relates to nondeductible expenses, nontaxable insurance benefits, federal income tax credits, state income taxes (net of federal benefit), Global Intangible Low-Taxed Income earned by certain foreign subsidiaries, the effect of taxes on foreign earnings and certain discrete items.

6.        Long-Term Debt

Long-term debt at September 30, 2019 and December 31, 2018 consists of the following (in thousands):

	September 30, 2019		December 31, 2018
Line of credit, maturing June 2023	$	2,900	$	—
Term loan agreement, interest rate of 4.3% and 4.8% at September 30, 2019 and December 31, 2018, respectively, maturing June 2023		187,500		195,000
Revenue equipment installment notes with finance  companies, weighted average interest rate of 4.7% and 5.0% at September 30, 2019 and December 31, 2018, due in monthly installments with final maturities at various dates through February 2026, secured by related revenue equipment with a net book value of $225.0 million and $197.1 million at September 30, 2019 and December 31, 2018		210,666		184,867
Mortgage note payables, interest rates ranging from 6.26% to 6.99% at September 30, 2019 and December 31, 2018 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $20.5 million and $24.1 million at September 30, 2019 and December 31, 2018		18,041		18,861
Other		408		6,872
		419,515		405,600
Less: Debt issuance costs		(1,301)		(1,347)
Less: Current maturities of long-term debt		(75,269)		(106,383)
	$	342,945	$	297,870

Credit Facility

In June 2018, we entered into a new credit facility (the “Credit Facility”) that contains a $150.0 million revolving component (the “Revolving Facility”) and a $200.0 million term loan component (the “Term Facility”). The Credit Facility contains an accordion feature that, so long as no event of default exists, allows us to request an increase in

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the borrowing amounts under the Revolving Facility or the Term Facility by a combined maximum amount of $75.0 million. 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 agent’s prime rate plus an applicable margin that was set at 1.25% through September 30, 2018 and adjusted quarterly thereafter between 0.75% and 1.50% based on our consolidated net leverage ratio. Eurodollar rate loans will accrue interest at London Interbank Offered Rate, or a comparable or successor rate approved by the administrative agent, plus an applicable margin that was set at 2.25% through September 30, 2018 and adjusted quarterly thereafter between 1.75% and 2.50% based on our consolidated net leverage ratio. The Credit Facility requires payment of a commitment fee on the unused portion of the Revolving Facility commitment of between 0.25% and 0.35% based on our consolidated net leverage ratio. In addition, the Revolving Facility includes, within its $150.0 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 $15.0 million. The Term Facility has scheduled quarterly principal payments between 1.25% and 2.50% of the original face amount of the Term Facility plus any additional amount borrowed pursuant to the accordion feature of the Term Facility. The Credit Facility will mature on June 18, 2023.

On September 30, 2019, we entered into the First Amendment to the Credit Facility, which among other things, amended certain financial covenants to gain additional flexibility to operate our business in the normal course and continue to invest in the future.

Borrowings under the Credit Facility are prepayable at any time without premium and are subject to mandatory prepayment from the net proceeds of certain asset sales and other borrowings. The Credit Facility is secured by a pledge of substantially all of our assets, excluding, among other things, certain real estate and revenue equipment financed outside the Credit Facility.

The Credit Facility contains restrictive covenants including, among other things, restrictions on our ability to incur additional indebtedness or issue guarantees, to create liens on our assets, to make distributions on or redeem equity interests, to make investments, to transfer or sell properties or other assets and to engage in mergers, consolidations, or acquisitions. In addition, the Credit Facility requires us to meet specified financial ratios and tests, including a maximum leverage ratio and a minimum interest coverage ratio.

At September 30, 2019, the Revolving Facility had issued collateralized letters of credit in the face amount of $31.7 million, with $2.9 million borrowings outstanding and $115.4 million available to borrow and the Term Facility had $187.5 million outstanding.

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. At September 30, 2019, the Company was in compliance with all financial covenants prescribed by the Credit Facility.

7.        Leases

We have operating and finance leases with terms of 1 year to 10 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, 2019
Assets
Operating	Operating lease right-of-use assets	$	250,062
Finance	Property and equipment, net		17,981
Total leased assets		$	268,043
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	70,246
Finance	Current maturities of long-term debt and finance leases		7,400
Noncurrent
Operating	Noncurrent operating lease liabilities		179,600
Finance	Long-term debt and finance leases, net of current maturities		7,246
Total lease liabilities		$	264,492

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

			Three Months		Nine Months
			Ended		Ended
Lease Cost	Classification	September 30, 2019		September 30, 2019
Operating lease cost	Vehicle rents and General and other operating	$	19,917	$	59,156
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		760		2,365
Interest on lease liabilities	Interest expense		252		848
Short-term lease cost	General and other operating		1,250		2,353
Total lease cost		$	22,179	$	64,722

	Nine Months
	Ended September
Cash Flow Information	30, 2019
Cash paid for operating leases included in operating activities	$	59,156
Cash paid for finance leases included in operating activities	$	848
Cash paid for finance leases included in financing activities	$	5,624
Operating lease right-of-use assets obtained in exchange for lease obligations	$	116,222
Operating lease right-of-use assets and liabilities relieved in conjunction with divesture of Xpress Internacional	$	2,018

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	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.0	5.3	%
Finance leases	3.3	4.6	%

As of September 30, 2019, future maturities of lease liabilities were as follows (in thousands):

	September 30, 2019
	Finance		Operating
2019	$	1,333	$	21,375
2020		7,522		77,376
2021		4,081		66,349
2022		1,423		51,564
2023		1,423		35,572
Thereafter		296		23,728
		16,078		275,964
Less:  Amount representing interest		(1,432)		(26,118)
Total	$	14,646	$	249,846

As of December 31, 2018, minimum lease payments under capital and operating leases were as follows (in thousands):

	December 31, 2018
	Capital		Operating
2019	$	7,797	$	60,303
2020		7,564		42,632
2021		4,086		35,302
2022		1,427		20,751
2023		1,427		15,884
Thereafter		297		14,080
		22,598	$	188,952
Less:  Amount representing interest		(2,285)
		20,313
Less:  Current portion		(6,711)
	$	13,602

8.        Commitments and Contingencies

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

For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of the proceedings, including pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

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California Wage and Hour Class Action Litigation

On December 23, 2015, a class action lawsuit was filed against us and our subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The case was transferred to the U.S. District Court for the Central District of California. The putative class includes current and former truck drivers employed by us who worked or work in California after the completion of their training while residing in California since December 23, 2011 to present. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or break times, and were not paid premium pay in their absence, were not paid minimum wage for all hours worked, were not provided accurate and complete time and pay records 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 and costs and pre- and post-judgment interest. On May 2, 2019, the court dismissed on grounds of preemption the claims alleging failure to provide duty free meal and rest breaks or to pay premium pay for failure to provide such breaks under California law. The matter is currently in discovery, and a jury trial has been requested. There is currently no trial date set. 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.

Telephone Consumer Protection Act Claim

A class action was filed against our subsidiary U.S. Xpress, Inc. in the U.S. District Court for the Western District of Virginia on December 11, 2017 and amended on March 7, 2018, alleging violations of the Telephone Consumer Protection Act, for two separate proposed classes. The putative classes included all persons within the United States to whom the Company either initiated a telephone call to a cellular telephone number using an automatic telephone dialing system or initiated a call to a residential telephone number using an artificial or pre-recorded voice at any time from December 11, 2013 to present. Prior to certification of the class, the parties reached a settlement agreement, and the court dismissed the lawsuit with prejudice on July 23, 2019.

Stockholder Claims

As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against us 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”). Two of the Tennessee State Court Cases and one of the Federal Court Cases have been voluntarily dismissed. All of these matters are in preliminary stages of litigation, and discovery has not yet begun. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any.

On November 21, 2018, a putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee against us, five of our officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”). The 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 January 23, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. On March 7, 2019, this case was voluntarily dismissed by the plaintiff.

On January 30, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act

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against the same defendants as in the action commenced on November 21, 2018, and also alleging a claim under Section 12 of the Securities Act.

On February 5, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018, and also alleging a claim under Section 12 of the Securities Act.

On February 6, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by different plaintiffs alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. On March 19, 2019, this case was voluntarily dismissed by the plaintiff.

On March 8, 2019, a substantially similar putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018.  On May 9, 2019, this case was voluntarily dismissed by the plaintiff.

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 action commenced on November 21, 2018. The parties have stipulated to extend the time for defendants to respond to the complaint in this matter pending resolution of the motions to dismiss filed (or to be filed) in the remaining of the Tennessee State Court Cases and the Federal Court Cases.

On April 2, 2019, a substantially similar putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against us and the same five of our officers and directors as in the action commenced on November 21, 2018.  Unlike the previously filed complaints, this complaint did not name as defendants any of the seven underwriters who participated in our IPO; however, an amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”) which added all underwriters who participated in the IPO as defendants.

The three remaining Tennessee State Court Cases have been consolidated, and discovery is currently stayed pending a decision on a motion to dismiss filed by us and the other defendants. On July 18, 2019, the court presiding over the remaining of the Federal Court Cases issued an order appointing lead plaintiff and lead counsel.  Pursuant to a stipulation entered in that matter, the appointed lead plaintiff filed the Amended Federal Complaint on October 8, 2019.  The Amended Federal Complaint is made on behalf of a putative class that consists of all persons who purchased or otherwise acquired the Class A common stock of USX between June 14, 2018 and November 1, 2018 and who were allegedly damaged thereby.  In addition, the Amended Federal Complaint alleges additional violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Office and its Chief Financial Officer. 

The complaints in all the actions listed above allege 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, as a result of such alleged statements, the plaintiffs and the members of the putative classes suffered damages. The Amended Federal Complaint additionally alleges that the Company, its Chief Executive Officer and its Chief Financial Officer made false and/or misleading statements and/or material omissions in press releases, earnings calls, investor conferences, television interviews, and filings made with the SEC subsequent to the IPO. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters.

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”),

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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 the filing of an answer or a dismissal in the remaining of the Tennessee State Court Cases or the Federal Court Cases. This matter is in the preliminary stages of litigation and discovery has not yet begun. 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 these matters.

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 us and our subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. The putative class includes all individuals who performed work for U.S. Xpress, Inc. or U.S. Xpress Leasing, Inc. as lease drivers from March 26, 2016 to present. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees and thus subject to the Fair Labor Standards Act (“FLSA”). The complaint further alleges that U.S. Xpress, Inc.’s pay practices with regard to 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 we violated the requirements of the Truth in Leasing Act with regard to the independent contractor agreements and lease purchase agreements we entered into with the putative class members. The complaint further alleges that we failed to comply with the terms of the independent contractor agreements and lease purchase agreements entered into with the putative class members, that we 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 we were unjustly enriched as a result of the foregoing allegations. The defendants have filed a Motion to Compel Arbitration. The matter is not yet in discovery, and we are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously against the complaints relating to such actions.

Other

The Company had letters of credit of $31.7 million outstanding as of September 30, 2019. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at September 30, 2019 to acquire revenue equipment for approximately $84.5 million during the remainder of 2019 and $13.1 million in 2020. These purchase commitments are expected to be financed by long-term debt, operating leases, proceeds from sales of existing equipment, and cash flows from operations.

9.        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 offering. The Company has reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. 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.

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The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity for the nine months ended September 30, 2019:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2018	270,742	$	14.20
Granted	788,926		7.86
Vested	(91,269)		13.26
Forfeited	(127,516)		9.00
Unvested at September 30, 2019	840,883	$	9.18

Service based restricted stock grants vest over periods of one to five years and account for 665,883 of the unvested shares. Performance based awards account for 175,000 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 service based awards of $0.6 million and $1.8 million during the three and nine months ended September 30, 2019, respectively and $0.4 million for the three and nine months ended September 30, 2018. At September 30, 2019, the Company had $4.9 million in unrecognized compensation expense related to the service based restricted stock awards which is expected to be recognized over a weighted average period of approximately 2.9 years. 

The following is a summary of the Incentive Plan stock option activity from December 31, 2018 to September 30, 2019:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2018	177,260	$	6.09
Granted	244,785		4.41
Vested	(44,312)		6.09
Forfeited/Canceled	(24,631)		6.09
Unvested at September 30, 2019	353,102	$	4.93

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 $0.4 million during the three and nine months ended September 30, 2019, respectively and $0.1 million for the three and nine months ended September 30, 2018. The fair value of the stock options granted during 2019 was estimated using the Black-Scholes method as of the grant date using the following assumptions:

Strike price	$	9.40
Risk-free interest rate		2.50	%
Expected dividend yield		0	%
Expected volatility		45.65	%
Expected term (in years)		6.25

At September 30, 2019, the Company had $1.3 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a weighted average period of approximately 2.9 years.

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Pre-IPO Restricted Stock Units

The following is a summary of the activity related to restricted stock units issued prior to the IPO for the nine months ended September 30, 2019:

	Number of	Weighted
	Units	Average
Unvested at December 31, 2018	1,401,674	$	2.00
Vested	(453,334)		1.70
Forfeited	(103,893)		2.15
Unvested at September 30, 2019	844,447	$	2.14

The vesting schedule for these restricted unit grants range from 3 to 7 years. The Company recognized compensation expense of $0.1 million and $0.4 million during the three and nine months ended September 30, 2019, respectively, and $0.2 million and $0.8 million during the three and nine months ended September 30, 2018, respectively. At September 30, 2019, the Company had approximately $1.5 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of approximately 4.2 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 became effective. The Company has reserved an aggregate of 2.3 million shares of its Class A common stock for issuance of 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 first offering period commenced on January 1, 2019 and we recognized compensation expense of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively, associated with the plan.

10.       Fair Value Measurements

Accounting standards, among other things, define fair value, establish a framework for measuring fair value and expand disclosure about such fair value measurements. Assets and liabilities measured at fair value are based on one or more of three valuation techniques provided for in the standard.

The standards clarify that fair value is an exit price, representing the amount that would be received to sell an asset, based on the highest and best use of the asset, or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for evaluating such assumptions, the standards establish a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows:

Level 1           Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2          Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

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Level 3          Unobservable inputs, only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.

The following table summarizes liabilities measured at fair value at September 30, 2019 and December 31, 2018 (in thousands):

	2019
	Fair Value		Input Level
Liabilities
Forward Contract	$	—	—

	2018
	Fair Value		Input Level
Liabilities
Forward Contract	$	1,793	3

The following table summarizes the changes in the fair value of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2019 and 2018 (in thousands):

	Nine Months Ended
	September 30,
	2019		2018
Balance at beginning of year	$	1,793	$	1,985
Divesture of Xpress Internacional		(1,793)		—
Forward Contract Adjustment		—		8
Balance at end of period	$	—	$	1,993

At December 31, 2018, the physically settled forward contract was reclassified to long term liabilities associated with assets held for sale and in January 2019 relieved in conjunction with the disposal of Xpress Internacional.

11.      Earnings per Share

Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. Prior to the offering, there were no common stock equivalents which could have had a dilutive effect on earnings per share. The Company excluded 1,639,577 and 643,988 equity awards for the three and nine months ended September 30, 2019, respectively and 398,260 for the three and nine months ended September 30, 2018 as inclusion would be anti-dilutive.

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The basic and diluted earnings per share calculations for the three and nine months ended September 30, 2019 and 2018, respectively, are presented below (in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net income (loss)	$	(1,463)	$	16,458	$	6,542	$	18,875
Net income (loss) attributable to noncontrolling interest		(17)		329		595		972
Net income (loss) attributable to common stockholders	$	(1,446)	$	16,129	$	5,947	$	17,903
Basic weighted average of outstanding shares of common stock		48,984		48,296		48,709		23,118
Dilutive effect of equity awards		—		1,301		580		520
Diluted weighted average of outstanding shares of common stock		48,984		49,597		49,289		23,638
Basic earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.77
Diluted earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.76

12.      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 and, prior to the divesture of Xpress Internacional, cross-border into and out of Mexico. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels.

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

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues
Truckload	$	382,467	$	395,167	$	1,125,991	$	1,157,731
Brokerage		46,036		65,060		131,737		177,962
Total Operating Revenue	$	428,503	$	460,227	$	1,257,728	$	1,335,693
Operating Income (Loss)
Truckload	$	3,345	$	19,857	$	20,689	$	50,950
Brokerage		(63)		3,035		4,018		6,814
Total Operating Income	$	3,282	$	22,892	$	24,707	$	57,764

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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.

Information about the geographic areas in which the Company conducted business during the three and nine months ended September 30, 2019 and 2018 is summarized below (in thousands). Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. In January 2019, we disposed of our Mexican business.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues
United States	$	428,503	$	446,822	$	1,255,356	$	1,295,900
Foreign countries
Mexico		—		13,405		2,372		39,793
Total	$	428,503	$	460,227	$	1,257,728	$	1,335,693

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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; including competition from digital freight brokers; 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 and lease arrangements as means of financing revenue equipment), future interest expense, expected capital expenditures, expected fleet age and mix of owned versus leased equipment, expected impact of technology, including the impact of event recorders, future customer relationships, future use of dedicated contracts, future growth in independent contractors and related purchased transportation expense and fuel surcharge reimbursement, future growth of our lease-purchase program, future driver market conditions and driver turnover and retention rates, any projections of earnings, revenues, cash flows, dividends, capital expenditures, or other financial items, expected cash flows, expected operating improvements, including improvements in our working capital, 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 and recognition of incentive plan awards, future insurance and claims expense, including the impact of the installation of event recorders, future fluctuations in fuel costs and fuel surcharge revenue, including the future effectiveness of our fuel surcharge program, strategies for managing fuel costs, future fluctuations in operating expenses and supplies, future fleet size and management, the market value of used equipment, including gain on sale, future residual value guarantees, any statements concerning proposed acquisition plans, new services or developments, the anticipated impact of legal proceedings on our financial position and results of operations, future incentive plan awards, excepted progress of internal control remediation efforts, among others, are forward-looking statements. Forward-looking 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, 2018. 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, 2018, 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 the fifth largest asset‑based truckload carrier in the United States by revenue, generating over $1.8 billion in total operating revenue in 2018. 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 truck brokerage network. As of September 30, 2019, our fleet consisted of approximately 7,100 tractors and approximately 15,000 trailers, including approximately 2,100 tractors provided by independent contractors. All of our tractors have been equipped with electronic logs since 2012, and our systems and network are engineered for compliance with the recent federal electronic log mandate. Our terminal network and information technology infrastructure are established and capable of handling significantly larger volumes without meaningful additional investment.

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. Over the last four years, we have recruited and developed new executive and operational management teams with significant industry experience and instilled a new culture of professional management. These changes, which are ongoing, were reflected in our 2018 and the first quarter of 2019 financial results where we delivered the highest earnings of any first quarter in the history of the Company. During the second and third quarter of 2019, the freight market we experienced was challenging driven by excess capacity as a result of more favorable market conditions in 2018. This supply-demand imbalance severely pressured spot pricing through the second and third quarters which adversely impacted parts of our business. We believe the pricing environment was further impacted by unprecedented and unsustainable rate competition from digital freight brokers. We expect the fourth quarter of 2019 to exhibit a continuation of negative market conditions experienced through October. Looking forward over the longer term, we expect conditions to firm, as capacity slowly exits the market, including in response to the implementation of the Drug and Alcohol Clearinghouse in the first quarter of 2020, other regulatory constraints, and increasing insurance premiums that could cause smaller carriers to exit the market.  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. For the balance of 2019 we are 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 between our Dedicated and Over-the-Road (“OTR”) service offerings. 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, and our goal of achieving a frictionless order.

Total revenue for the third quarter of 2019 decreased by $31.7 million to $428.5 million as compared to the third quarter of 2018. The decrease was primarily a result of a 29.2% decrease in Brokerage revenue to $46.0 million, and a $4.5 million decrease in fuel surcharge revenue. Excluding the impact of fuel surcharge revenue, third quarter revenue decreased $27.2 million to $386.7 million, a decrease of 6.6% as compared to the prior year quarter. Our Mexico operations accounted for $0 of our total operating revenue for the three months ended September 30, 2019, compared to $13.4 million in the third quarter of 2018.

Operating income for the third quarter of 2019 was $3.3 million compared to the $22.9 million achieved in the third quarter of 2018. We delivered a 99.2% operating ratio for the third quarter which is an increase relative to the 95.0% operating ratio reported in the third quarter of 2018. Our profitability declined largely as a result of the challenging market conditions described above. Our OTR fleet saw revenue per tractor per week decline 12.1% from $3,957 in the third quarter of 2018 to $3,479 in the current year quarter. This degradation was partially offset by progress in our Dedicated fleet which saw revenue per tractor per week increase 5.8% to $4,011 in the current year quarter from the third quarter of 2018. In addition, driver pay increased approximately $0.06 cents per mile compared to the prior year quarter as a result of inflation and lower utilization.

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. 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

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for a successful career. While still early in its implementation, we are seeing positive results from those drivers who have completed this training versus those who have not. We are optimistic that, over time, this training will improve our drivers’ satisfaction and retention while also reducing their accident rate and the Company’s insurance and claims expense. We will continue to focus on implementing and executing our initiatives that we expect will continue to drive sustainable improved performance over time.

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 and prior to the divesture of our Mexico business, cross border into and out of Mexico. 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 37.5% of our Truckload operating revenue, and approximately 38.0% of our Truckload revenue, before fuel surcharge, for 2018, we provide service under contracts with fixed terms, volumes and rates. Dedicated contracts are often used by our customers with high service and high priority freight, sometimes to replace private fleets previously operated by them.

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

The main factors that affect our operating revenue in our Truckload segment are the average revenue per mile we receive from our customers, the percentage of miles for which we are compensated and the number of shipments and miles

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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 and revenue and miles from services in Mexico.

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

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

Approximately 27.9% of our total tractor fleet was operated by independent contractors at September 30, 2019. 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.

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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.

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 by type for the three and nine months ended September 30, 2019 and 2018 is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(dollars in thousands)				(dollars in thousands)
Revenue, before fuel surcharge	$	386,666	$	413,887	$	1,133,162	$	1,199,553
Fuel surcharge		41,837		46,340		124,566		136,140
Total operating revenue	$	428,503	$	460,227	$	1,257,728	$	1,335,693

For the quarter ended September 30, 2019, our total operating revenue decreased by $31.7 million, or 6.9%, compared to the same quarter in 2018, and our revenue, before fuel surcharge decreased by $27.2 million, or 6.6%. Our Mexico operations accounted for $0 of our total operating revenue for the three months ended September 30, 2019, compared to $13.4 million in the same quarter in 2018. The primary factors driving the decreases in total operating revenue and revenue, before fuel surcharge, excluding our Mexico operations, were decreased volumes and pricing in our Brokerage segment, decreased fuel surcharge revenues and decreased miles per tractor and decreased pricing in our Truckload segment partially offset by increased available tractors.  

For the nine months ended September 30, 2019, our total operating revenue decreased by $78.0 million, or 5.8%, compared to the same period in 2018, and our revenue, before fuel surcharge decreased by $66.4 million, or 5.5%. Our Mexico operations accounted for $2.4 million of our total operating revenue for the nine months ended September 30, 2019, compared to $39.8 million in the same period in 2018. The primary factors driving the decreases in total operating revenue and revenue, before fuel surcharge, excluding our Mexico operations, were decreased volumes and pricing in our Brokerage segment, decreased fuel surcharge revenues and decreased miles per tractor in our Truckload segment offset slightly by improved pricing in our Truckload segment combined with increased miscellaneous revenues.  We expect flat to a slight decrease in contract rates sequentially during the remainder of 2019.

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A summary of our revenue generated by segment for the three and nine months ended September 30, 2019 and 2018 is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(dollars in thousands)				(dollars in thousands)
Truckload revenue, before fuel surcharge	$	340,630	$	348,827	$	1,001,425	$	1,021,591
Fuel surcharge		41,837		46,340		124,566		136,140
Total Truckload operating revenue		382,467		395,167		1,125,991		1,157,731
Brokerage operating revenue		46,036		65,060		131,737		177,962
Total operating revenue	$	428,503	$	460,227	$	1,257,728	$	1,335,693

The following is a summary of our key Truckload segment performance indicators, before fuel surcharge and excluding miles from services in Mexico, for the three and nine months ended September 30, 2019 and 2018. Average tractors, average company‑owned tractors and average independent contractor tractors exclude tractors in Mexico.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Over the road
Average revenue per tractor per week	$	3,479	$	3,957	$	3,572	$	3,917
Average revenue per mile	$	1.910	$	2.072	$	1.949	$	2.022
Average revenue miles per tractor per week		1,821		1,910		1,832		1,937
Average tractors		3,785		3,511		3,671		3,574
Dedicated
Average revenue per tractor per week	$	4,011	$	3,791	$	3,998	$	3,663
Average revenue per mile	$	2.408	$	2.281	$	2.367	$	2.234
Average revenue miles per tractor per week		1,666		1,662		1,689		1,640
Average tractors		2,748		2,690		2,693		2,678
Consolidated
Average revenue per tractor per week	$	3,703	$	3,885	$	3,752	$	3,808
Average revenue per mile	$	2.109	$	2.156	$	2.118	$	2.104
Average revenue miles per tractor per week		1,756		1,802		1,772		1,810
Average tractors		6,533		6,201		6,364		6,252

For the quarter ended September 30, 2019, our Truckload revenue, before fuel surcharge decreased by $8.2 million, or 2.3%, compared to the same quarter in 2018. Our Mexico operations accounted for $0 of our Truckload revenue for the three months ended September 30, 2019, compared to $13.4 million in the same quarter in 2018. The primary factors driving the changes in Truckload revenue, excluding Mexico operations, were a 5.4% increase of average available tractors combined with an increase of $1.9 million in miscellaneous revenue. During the quarter ended September 30, 2019, our OTR rates decreased 7.8% due primarily to spot market rates declining more than 35% offset by an increase in our contract rates of 2.6% compared to the same quarter in 2018. Our Dedicated rates increased 5.6% during the quarter ended September 30, 2019 as compared to the same period in 2018. Fuel surcharge revenue decreased by $4.5 million, or 9.7%, to $41.8 million, compared with $46.3 million in the same quarter in 2018. The Department of Energy (“DOE”) national weekly average fuel price per gallon averaged approximately $0.214 per gallon lower for the quarter ended September 30, 2019 compared to the same quarter in 2018. The decrease in fuel surcharge revenue primarily relates to decreased fuel prices partially offset by a 3.3% increase in revenue miles compared to the same quarter in 2018.

For the nine months ended September 30, 2019, our Truckload revenue, before fuel surcharge decreased by $20.2 million, or 2.0%, compared to the same period in 2018. Our Mexico operations accounted for $2.4 million of our Truckload revenue for the nine months ended September 30, 2019, compared to $39.8 million in the same period in 2018. The primary factors driving the changes in Truckload revenue, excluding Mexico operations, were an increase of $14.4 million in miscellaneous revenue, a 0.7% increase in revenue per loaded mile due to increased contract rates, a 1.8% increase in

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average available tractors partially offset by 2.1% decrease in average revenue miles per tractor.  Fuel surcharge revenue decreased by $11.6 million, or 8.5%, to $124.6 million, compared with $136.1 million in the same period in 2018. The DOE national weekly average fuel price per gallon averaged approximately $0.093 per gallon lower for the nine months ended September 30, 2019 compared to the same period in 2018. The decrease in fuel surcharge revenue primarily relates to decreased fuel prices combined with a slight decrease in revenue miles compared to the same period in 2018.

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, 2019 and 2018.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Gross margin percentage	12.0	%	13.6	%	15.2	%	13.3	%

For the quarter ended September 30, 2019, our Brokerage revenue decreased by $19.0 million, or 29.2%, compared to the same quarter in 2018. The primary factors driving the decrease in Brokerage revenue were a 14.6% decrease in load count combined with a 17.2% decrease in average revenue per load. We experienced a decrease in our gross margin to 12.0% in the third quarter of 2019 compared to 13.6% due to a $260 decrease in revenue per load partially offset by a $205 decrease in cost per load compared to the same quarter in 2018.

For the nine months ended September 30, 2019, our Brokerage revenue decreased by $46.2 million, or 26.0%, compared to the same period in 2018. The primary factors driving the decrease in Brokerage revenue were a 19.4% decrease in load count combined with an 8.1% decrease in average revenue per load. We experienced an increase in our gross margin to 15.2% in the nine months ended September 30, 2019, compared to 13.3% in the same period of the prior year as a result of sourcing third party capacity more efficiently.

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.

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The following is a summary of our salaries, wages and benefits for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Salaries, wages and benefits	$	134,887		$	128,117		$	389,971		$	400,742
% of total operating revenue		31.5	%		27.8	%		31.0	%		30.0	%
% of revenue, before fuel surcharge		34.9	%		31.0	%		34.4	%		33.4	%

For the quarter ended September 30, 2019, salaries, wages and benefits increased $6.8 million, or 5.3%, compared with the same quarter in 2018. The increases in absolute dollar terms were due primarily to $5.0 million of higher driver wages due to increased driver pay per mile, a $4.0 million gain on life insurance in the third quarter 2018 offset by $2.9 million in decreased wages associated with the exit of our Mexico operations.  Our OTR driver pay on a per mile basis increased as a result of higher incentive-based pay and lower utilization as compared to the same quarter in 2018. During the three months ended September 30, 2019, our workers’ compensation expense and group health claims expense increased approximately 5.2%, due to increased group health claims expense and a slight increase in workers’ compensation premiums as compared to the same quarter in 2018.

For the nine months ended September 30, 2019, salaries, wages and benefits decreased $10.8 million, or 2.7%, compared with the same period in 2018. Our Mexican operations accounted for $0.5 million in salaries, wages and benefits in the nine months ended September 30, 2019, compared to $8.6 million in the same period in 2018. In addition to the decrease related to our Mexico operations, this decrease was due primarily to $6.4 million of lower compensation expense related to the payout of our stock appreciation rights and IPO bonuses during the second quarter of 2018 offset by the $4.0 million gain on life insurance in the third quarter of 2018.  Our driver wages increased slightly due to increased  driver pay on a per mile basis as a result of higher incentive-based pay and lower utilization as compared to the same period in 2018. During the nine months ended September 30, 2019, our workers’ compensation expense and group health claims expense decreased approximately 3.1%, due to positive trends in our workers’ compensation claims offset by increased group health claims expense as compared to the same period in 2018. In the near term, we believe salaries, wages and benefits will increase as a result of a tight driver market, wage inflation and higher healthcare costs. As a percentage of revenue, we expect salaries, wages and benefits will fluctuate based on our ability to generate offsetting increases in average revenue per total mile and the percentage of revenue generated by independent contractors and brokerage operations, for which payments are reflected in the “Purchased transportation” line item.

Fuel and Fuel Taxes

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

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

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The following is a summary of our fuel and fuel taxes for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Fuel and fuel taxes	$	47,460		$	57,423		$	141,738		$	173,516
% of total operating revenue		11.1	%		12.5	%		11.3	%		13.0	%
% of revenue, before fuel surcharge		12.3	%		13.9	%		12.5	%		14.5	%

For the quarter ended September 30, 2019, fuel and fuel taxes decreased $10.0 million, or 17.4%, compared with the same quarter in 2018. The decrease in fuel and fuel taxes was primarily the result of a 6.6% decrease in average fuel price per gallon, a $3.1 million decrease due to the divesture of our Mexico business, and a 2.5% increase in our average miles per gallon compared to the same quarter in 2018. The average DOE fuel price per gallon decreased 6.6% to $3.02 per gallon in the quarter ended September 30, 2019, compared to the same quarter in 2018.

For the nine months ended September 30, 2019, fuel and fuel taxes decreased $31.8 million, or 18.3%, compared with the same period in 2018. The decrease in fuel and fuel taxes was primarily the result of a 7.5% decrease in company driver miles, an  $8.7 million decrease due to the divesture of our Mexico business, and a 2.4% increase in our average miles per gallon compared to the same period in 2018. The average DOE fuel price per gallon decreased 2.9% to $3.05 per gallon in the nine months ended September 30, 2019, compared to the same period in 2018.

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,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Total fuel surcharge revenue	$	41,837		$	46,340		$	124,566		$	136,140
Less: fuel surcharge revenue reimbursed to independent contractors		11,874			11,475			34,587			29,945
Company fuel surcharge revenue		29,963			34,865			89,979			106,195
Total fuel and fuel taxes	$	47,460		$	57,423		$	141,738		$	173,516
Less: company fuel surcharge revenue		29,963			34,865			89,979			106,195
Net fuel expense	$	17,497		$	22,558		$	51,759		$	67,321
% of total operating revenue		4.1	%		4.9	%		4.1	%		5.0	%
% of revenue, before fuel surcharge		4.5	%		5.5	%		4.6	%		5.6	%

For the quarter ended September 30, 2019, net fuel expense decreased $5.1 million, or 22.4%, compared with the same quarter in 2018. During the quarter ended September 30, 2019, the decrease in net fuel expenses was primarily the result of a $3.1 million decrease due to the divesture of our Mexico business and a 2.5% increase in average miles per gallon.

For the nine months ended September 30, 2019, net fuel expense decreased $15.6 million, or 23.1%, compared with the same period in 2018. During the nine months ended September 30, 2019, the decrease in net fuel expenses was primarily the result of an  $8.7 million decrease due to the divesture of our Mexico business, a  7.5%  decrease in company driver miles, and a 2.4% increase in average miles per gallon, offset by increased fuel surcharge paid to independent

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contractors. Independent contractors accounted for 27.1% of the average tractors available compared to 21.0% in the same period of 2018. In the near term, our net fuel expense is expected to fluctuate as a percentage of total operating revenue and revenue, before fuel surcharge, based on factors such as diesel fuel prices, the percentage recovered from fuel surcharge programs, the percentage of uncompensated miles, the percentage of revenue generated by independent contractors, 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, 2019 and 2018:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Vehicle rents	$	19,470		$	19,497		$	57,025		$	58,912
Depreciation and amortization, net of (gains) losses on sale of property		26,684			24,541			74,498			73,396
Vehicle rents and depreciation and amortization of property and equipment	$	46,154		$	44,038		$	131,523		$	132,308
% of total operating revenue		10.8	%		9.6	%		10.5	%		9.9	%
% of revenue, before fuel surcharge		11.9	%		10.6	%		11.6	%		11.0	%

For the quarter ended September 30, 2019, vehicle rents remained constant compared to the same quarter in 2018. Depreciation and amortization, net of (gains) losses on sale of property and equipment increased $2.1 million, or 8.7%, compared to the same quarter in 2018. The increase in depreciation and amortization is primarily due to increased owned tractors combined with the higher cost of new tractors.

For the nine months ended September 30, 2019, vehicle rents decreased $1.9 million, or 3.2%, compared to the same period in 2018. The increase in depreciation and amortization is primarily due to an increase in loss on sale of equipment of $1.0 million compared to the same period in 2018. Over the balance of 2019, we currently plan to replace owned and leased tractors as they reach approximately 475,000 miles, and expect to acquire the replacement tractors through operating leases. As a result of our 2019 replacement cycle, which is above normalized levels due to a large purchase of more fuel efficient tractors approximately four years ago, we expect the average age of our company tractor

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fleet will reduce from 28 months as of December 31, 2018 to less than 24 months as we exit 2019. Our mix of owned and leased equipment may vary over time due to tax, financing and flexibility, among other factors.

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, 2019 and 2018:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Purchased transportation	$	122,433		$	129,732		$	349,017		$	350,189
% of total operating revenue		28.6	%		28.2	%		27.7	%		26.2	%
% of revenue, before fuel surcharge		31.7	%		31.3	%		30.8	%		29.2	%

For the quarter ended September 30, 2019, purchased transportation decreased $7.3 million, or 5.6%, compared to the same quarter in 2018. The decrease in purchased transportation was primarily due to a $19.0 million decrease in Brokerage revenue partially offset by a 23.0% increase in average independent contractors as compared to the same quarter in 2018.

For the nine months ended September 30, 2019, purchased transportation decreased $1.2 million, or 0.3%, compared to the same period in 2018. The decrease in purchased transportation was primarily due to a $46.2 million decrease in Brokerage revenue partially offset by a 31.3% increase in average independent contractors and a $4.6 million increase in fuel surcharge reimbursement to independent contractors as compared to the same period in 2018.

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,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Purchased transportation	$	122,433		$	129,732		$	349,017		$	350,189
Less: fuel surcharge revenue reimbursed to independent contractors		11,874			11,475			34,587			29,945
Purchased transportation, net of fuel surcharge reimbursement	$	110,559		$	118,257		$	314,430		$	320,244
% of total operating revenue		25.8	%		25.7	%		25.0	%		24.0	%
% of revenue, before fuel surcharge		28.6	%		28.6	%		27.7	%		26.7	%

For the quarter ended September 30, 2019, purchased transportation, net of fuel surcharge reimbursement, decreased $7.7 million, or 6.5%, compared to the same quarter in 2018. This decrease was primarily due to a  $19.0 million decrease in Brokerage revenue partially offset by a 23.0% increase in average independent contractors compared to the same quarter in 2018.

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For the nine months ended September 30, 2019, purchased transportation, net of fuel surcharge reimbursement, decreased $5.8 million, or 1.8%, compared to the same period in 2018. This decrease was primarily due to the $46.2 million decrease in Brokerage revenue partially offset by the 31.3% increase in average independent contractors compared to the same period in 2018. 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. Our recent success in growing our lease-purchase program and independent contractor drivers have contributed to increased purchased transportation expense. If we are successful in continuing these efforts, we would expect this line item to increase as a percentage of total operating revenue and revenue, before fuel surcharge.

Operating Expenses and Supplies

Operating expenses and supplies consist primarily of ordinary vehicle repairs and maintenance costs, driver on‑the‑road expenses, tolls and advertising expenses related to driver recruiting. 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 for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Operating expenses and supplies	$	29,525		$	30,538		$	87,438		$	89,402
% of total operating revenue		6.9	%		6.6	%		7.0	%		6.7	%
% of revenue, before fuel surcharge		7.6	%		7.4	%		7.7	%		7.5	%

For the quarter ended September 30, 2019, operating expenses and supplies decreased $1.0 million, or 3.3%, compared to the same quarter in 2018. The decrease was primarily due to $1.8 million decreased operating expenses and supplies related to the divesture of our Mexico business, decreased tractor maintenance expense as the average age has declined by 10 months for the quarter ending September 30, 2019 compared to the same quarter in 2018, partially offset by increased driver recruiting and hiring costs and other operational expenses. 

For the nine months ended September 30, 2019, operating expenses and supplies decreased $2.0 million, or 2.2%, compared to the same period in 2018. The decrease was primarily due to decreased tractor maintenance expense as a result of increased independent contractors and $4.8 million decreased operating expenses and supplies related to the divesture of our Mexico business offset by increased driver hiring and recruiting costs and other operational expenses. Independent contractors are responsible for the maintenance of their tractor and now account for 27.1% of the total average tractors compared to 21.0% in the prior year period.

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. We renewed our liability insurance policies on September 1, 2018 and reduced our deductible to $3.0 million per occurrence.

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The following is a summary of our insurance premiums and claims expense for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
Insurance premiums and claims	$	19,570		$	25,128		$	63,189		$	64,463
% of total operating revenue		4.6	%		5.5	%		5.0	%		4.8	%
% of revenue, before fuel surcharge		5.1	%		6.1	%		5.6	%		5.4	%

For the quarter ended September 30, 2019, insurance premiums and claims decreased $5.6 million, or 22.1%, compared to the same quarter in 2018. This decrease is primarily due to lower liability expense as we have not experienced the same severity of claims as compared to the same quarter in 2018. 

For the nine months ended September 30, 2019, insurance premiums and claims decreased $1.3 million, or 2.0%, compared to the same period in 2018. Insurance premiums and claims decreased primarily due to decreased liability expense offset by increased physical damage claims primarily as a result of adverse weather in the first quarter of 2019 as compared to the same period in 2018. During the fourth quarter of 2017, we began installing event recorders on our tractors, and we had installed event recorders in substantially all of our tractors in our fleet as of the second quarter of 2018. We believe event recorders will give us the ability to better train our drivers with respect to safe driving behavior, which in turn may help reduce insurance and claims costs over time. While we have not yet seen measurable results from the event recorder installation, we believe we will see improvements during 2020.

General and Other Operating Expenses

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

The following is a summary of our general and other operating expenses for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(dollars in thousands)						(dollars in thousands)
General and other operating expenses	$	19,450		$	16,579		$	54,044		$	49,728
% of total operating revenue		4.5	%		3.6	%		4.3	%		3.7	%
% of revenue, before fuel surcharge		5.0	%		4.0	%		4.8	%		4.1	%

For the quarter ended September 30, 2019, general and other operating expenses increased $2.9 million, or 17.3%, compared to the same quarter in 2018. General and other expenses increased primarily due to higher driver hiring costs combined with increased professional and administrative costs partially offset by $1.3 million in lower expenses related to the divesture of our Mexico business.

 For the nine months ended September 30, 2019, general and other operating expenses increased $4.3 million, or 8.7%, compared to the same period in 2018. General and other expenses increased primarily due to higher driver hiring costs combined with increased professional and administrative costs partially offset by $3.8 million in lower expenses related to the divesture of our Mexico business.

Interest

Interest expense consists of cash interest, amortization of original issuance discount and deferred financing fees and purchase commitment interest related to our obligation to acquire the remaining equity interest in Xpress Internacional. In January 2019, we sold our interest in Xpress Internacional and were relieved of this obligation.

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The following is a summary of our interest expense for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(dollars in thousands)				(dollars in thousands)
Interest expense, excluding non-cash items	$	5,312	$	4,806	$	15,898	$	28,204
Original issue discount and deferred financing amortization		155		172		468		1,559
Purchase commitment interest		—		(163)		—		8
Interest expense, net	$	5,467	$	4,815	$	16,366	$	29,771

For the quarter ended September 30, 2019, interest expense increased $0.7 million, primarily due to increased equipment borrowings compared to the same quarter in 2018.

For the nine months ended September 30, 2019, interest expense decreased $13.4 million, primarily due to decreased equipment and revolver borrowings combined with lower interest rates related to our term loan compared to the same period in 2018. Based on the repayment of our prior credit arrangements in connection with the IPO, along with the entry into our existing Credit Facility, we expect our interest expense will approximate $22.0 million in 2019.

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, 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.

At September 30, 2019, we had approximately $31.7 million of outstanding letters of credit, $2.9 million in outstanding borrowings and $115.4 million of availability under our $150.0 million revolving credit facility.

Sources of Liquidity

Credit Facility

In June 2018, we entered into a new credit facility (the “Credit Facility”) that contains a $150.0 million revolving component (the “Revolving Facility”) and a $200.0 million term loan component (the “Term Facility”). The Credit Facility contains an accordion feature that, so long as no event of default exists, allows us to request an increase in the borrowing amounts under the Revolving Facility or the Term Facility by a combined maximum amount of $75.0 million. 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 agent’s prime rate plus an applicable margin that was set at 1.25% through September 30, 2018 and adjusted quarterly thereafter between 0.75% and 1.50% based on our consolidated net leverage ratio. Eurodollar rate loans will accrue interest at London Interbank Offered Rate, or a comparable or successor rate approved by the

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administrative agent, plus an applicable margin that was set at 2.25% through September 30, 2018 and adjusted quarterly thereafter between 1.75% and 2.50% based on our consolidated net leverage ratio. The Credit Facility requires payment of a commitment fee on the unused portion of the Revolving Facility commitment of between 0.25% and 0.35% based on our consolidated net leverage ratio. In addition, the Revolving Facility includes, within its $150.0 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 $15.0 million. The Term Facility has scheduled quarterly principal payments between 1.25% and 2.50% of the original face amount of the Term Facility plus any additional amount borrowed pursuant to the accordion feature of the Term Facility. The Credit Facility will mature on June 18, 2023.

On September 30, 2019, we entered into the First Amendment to the Credit Facility, which among other things, amended certain financial covenants to gain additional flexibility to operate our business in the normal course and continue to invest in the future. The First Amendment to the Credit Facility contained the following new financial covenants:

	Quarter Ending		Quarter Ending		Quarter Ending		Quarter Ending
	September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020
	Existing	New	Existing	New	Existing	New	Existing	New
Leverage Ratio Requirement	3.00x	3.25x	3.00x	3.50x	3.00x	3.50x	3.00x	3.25x
Interest Coverage Requirement	2.00x	2.00x	2.00x	1.20x	2.00x	1.20x	2.00x	1.75x

Borrowings under the Credit Facility are prepayable at any time without premium and are subject to mandatory prepayment from the net proceeds of certain asset sales and other borrowings. The Credit Facility is secured by a pledge of substantially all of our assets, excluding, among other things, certain real estate and revenue equipment financed outside the Credit Facility.

The Credit Facility contains restrictive covenants including, among other things, restrictions on our ability to incur additional indebtedness or issue guarantees, to create liens on our assets, to make distributions on or redeem equity interests, to make investments, to transfer or sell properties or other assets and to engage in mergers, consolidations, or acquisitions. In addition, the Credit Facility requires us to meet specified financial ratios and tests.

At September 30, 2019, the Revolving Facility had issued collateralized letters of credit in the face amount of $31.7 million, with $2.9 million borrowings outstanding and $115.4 million available to borrow and the Term Facility had $187.5 million outstanding.

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. At September 30, 2019, the Company was in compliance with all financial covenants prescribed by the Credit Facility.

Cash Flows

Our summary statements of cash flows for the three and nine months ended September 30, 2019 and 2018 are set forth in the table below:

	Nine Months Ended
	September 30,
	2019		2018
	(dollars in thousands)
Net cash provided by operating activities	$	83,246	$	44,862
Net cash used in investing activities	$	(103,030)	$	(89,141)
Net cash provided by financing activities	$	2,550	$	41,157

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Operating Activities

For the nine months ended September 30, 2019, we generated cash flows from operating activities of $83.2 million, an increase of $38.4 million compared to the same period in 2018. The increase was due primarily to a $48.6 million decrease in our operating assets and liabilities and a $7.5 million interest paid in kind decrease offset by a decrease of $17.8 million in net income adjusted for noncash items. Our operating assets and liabilities decreased $48.6 million during the nine months ended September 30, 2019 as compared to the same period in 2018, due in part to increased accounts receivable collections, and decreased payments for accounts payable and other accrued liabilities partially offset by an increase in accrued wages and benefit payments related to timing of payments. Our decrease in net income adjusted for noncash items decreased in part due to decreased revenue miles per tractor combined with increased driver wages and equipment costs partially offset by decreased interest expense.

Investing Activities

For the nine months ended September 30, 2019, net cash flows used in investing activities were $103.0 million, an increase of $13.9 million compared to the same period in 2018. This increase is primarily the result of decreased sales of equipment as compared to the same period in 2018, combined with the cash disposed in conjunction with the sale of our Mexico subsidiary. We expect our net capital expenditures for calendar year 2019 will approximate $100.0 million to $115.0 million to execute our equipment replacement strategy and will be financed with cash from operations, borrowings on our line of credit and secured debt financing.

Financing Activities

For the nine months ended September 30, 2019, net cash flows provided by financing activities were $2.6 million, a decrease of $38.6 million compared to the same period in 2018. The decrease is primarily due to the purchase of the remaining 10% of Total Transportation for $8.7 million as compared to the same period in 2018. During June of 2018, we completed our IPO and received approximately $247.1 million in cash net of expenses. The proceeds from the IPO were primarily used to pay down existing debt resulting in a net decrease of $236.2 million

Working Capital

As of September 30, 2019, we had a working capital deficit of $52.3 million, representing a $63.2 million decrease in our working capital from September 30, 2018. Our current liabilities increased by $70.2 million as a result of the adoption of the new lease standard. When we analyze our working capital, we typically exclude balloon payments in the current maturities of long-term debt 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 the current portion of our operating lease liability as of September 30, 2019, we had a working capital surplus of $49.7 million, compared with a working capital surplus of $69.5 million at September 30, 2018. Excluding only the balloon payments included in current maturities of debt, we had a working capital deficit of $20.6 million at September 30, 2019.

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, installment notes, 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.

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Operating Lease Arrangements

We leased approximately 2,408 tractors and 7,325 trailers under operating leases at September 30, 2019. Operating leases have been an important source of financing for our revenue equipment. Lease payments in respect of such equipment are reflected in our unaudited condensed consolidated statements of comprehensive income in the line item “Vehicle rents.” Our revenue equipment rental expense including short term rentals was $19.5 million in both the third quarter of 2019 and 2018. The lease terms generally represent the estimated usage period of the equipment, which is generally substantially less than the economic lives. Certain revenue equipment leases provide for guarantees by us of a portion of the specified residual value at the end of the lease term. The maximum potential amount of future payments (undiscounted) under these guarantees is approximately $80.6 million as of September 30, 2019. The residual value of a portion of the related leased tractor equipment is covered by repurchase or trade agreements between us and equipment manufacturers. We expect the fair market value of the equipment at the end of the lease term will be approximately equal to the residual value.

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, 2019, there were no material changes in our commitments or contractual obligations.

Critical Accounting Policies

We have reviewed our critical accounting policies and considered whether any new critical accounting estimates or other significant changes to our accounting policies require any additional disclosures. We adopted ASC 842, Leases, on January 1, 2019.  See Note 2, Summary of Significant Accounting Policies, to our condensed consolidated financial statements included under Part 1, Item 1 of this report.  There have been no other significant changes to our accounting policies since the disclosures made in our Annual Report on Form 10‑K for the year ended December 31, 2018.

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, 2018.

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, 2019. 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  

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rules and forms. Due to the material weaknesses described below and the Company’s evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were not effective as of September 30, 2019.

Material Weaknesses in Internal Control over Financial Reporting as of December 31, 2018

As described in our Annual Report on Form 10‑K for the year ended December 31, 2018, during the course of preparing for our IPO, we identified material weaknesses in our internal control over financial reporting, some of which continue to exist as of September 30, 2019. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We did not maintain effective internal control over financial reporting related to the control activities component of Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, the COSO framework. The control activities material weakness contributed to the following additional material weaknesses: (i) ineffective design of information technology general computer controls with respect to program development, change management, computer operations, and user access; (ii) ineffective design of controls over income tax accounting; and (iii) insufficient evidential matter to support design of our controls. These deficiencies did not result in a material misstatement to our annual or interim consolidated financial statements. However, there is a risk that these deficiencies could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Remediation of a Component of a Previously Disclosed Material Weakness

The material weakness related to the ineffective design of information technology general controls with respect to program management, change management computer operations and user access also included a component related to inappropriate segregation of duties with respect to creating and posting journal entries. We have remediated the component of the material weakness related to segregation of duties over creating and posting journal entries by designing, implementing, and testing controls to ensure that journal entries posted into the general ledger are reviewed by a separate individual, thus resulting in proper segregation of duties.

Remediation Efforts

Our management, with oversight from our Audit Committee, has initiated a plan to remediate the material weaknesses previously identified in the Annual Report on Form 10-K for the period ended December 31, 2018. These plans include the implementation of additional controls and procedures to strengthen our internal controls related to the control activities component of internal control over financial reporting.  To date, the following actions have been taken towards our remediation plan:

Information Technology General Controls

As part of our remediation plan with respect to the design of information technology general controls, management enhanced and implemented controls for: (1) monitoring developers’ access and changes to production, (2)  provisioning and reviewing access to financial systems and applications and (3) backup and recovery, security and other general information technology operations.

Income Tax Accounting

As part of our remediation plan with respect to the controls over income tax accounting, management implemented quarterly control activities and enhanced and designed specific year-end control activities to assess the accounting for significant complex transactions and other tax related judgments. 

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Evidential Matter Support

As part of our remediation plan with respect to the evidential matter supporting the design and implementation of our controls, management implemented controls and enhanced the process for retaining the support evidencing the design and implementation of our controls.    

To remediate each of the aforementioned material weaknesses, we require additional time to demonstrate the effectiveness of our remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We are committed to maintaining a strong internal control environment, and we expect to continue our efforts to ensure the material weaknesses described above are remediated. While we intend to complete our remediation process as quickly as possible, we cannot estimate a time when the remediation will be complete.

Changes in Internal Control Over Financial Reporting

The changes described above relating to information technology general controls over (1) monitoring developers’ access and changes to production and (2) provisioning and reviewing access to certain key financial systems and applications were changes made in our internal control over financial reporting during the three months ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management, including our CEO and CFO, recognize that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

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, 2018, in the section entitled "Item 1A. Risk Factors," describes some of the risks and uncertainties associated with our business. The information presented below describes a restatement of certain of such risk factors and should be read in conjunction with the risk factors included in our Annual Report on Form 10 K for the year ended December 31, 2018. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.

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Increases in driver compensation or difficulties attracting and retaining qualified drivers could materially adversely affect our profitability and ability to maintain or grow our fleet.

Like many truckload carriers, we experience substantial difficulty in attracting and retaining sufficient numbers of qualified drivers, which includes the engagement of independent contractors. Our industry is subject to a shortage of qualified drivers. Such shortage is exacerbated during periods of economic expansion, in which alternative employment opportunities, including in the construction and manufacturing industries, which may offer better compensation and/or more time at home, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment, or the scarcity or growth of loans for students who seek financial aid for driving school. Regulatory requirements, including those related to safety ratings, ELDs and hours‑of‑service changes and an improved economy could further reduce the pool of eligible drivers or force us to increase driver compensation to attract and retain drivers. We have seen evidence that stricter hours‑of‑service regulations adopted by the DOT in the past have tightened, and, to the extent new regulations are enacted, may continue to tighten, the market for eligible drivers. The lack of adequate tractor parking along some U.S. highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with hours‑of‑service regulations and cause added stress for drivers, further reducing the pool of eligible drivers. We believe that the required implementation of ELDs in December 2017 and enforcement thereof in April 2018 has and may further tighten such market. A shortage of qualified drivers and intense competition for drivers from other trucking companies will create difficulties in maintaining or increasing the number of our drivers and may restrain our ability to engage independent contractors. We have implemented driver pay increases to address this shortage and we are implementing initiatives aimed reducing the daily friction faced by our drivers in hopes of reducing turnover. However, the compensation we offer our drivers and independent contractor expenses are subject to market conditions and our initiatives to reduce driver turnover may prove unsuccessful, therefore we may find it necessary to further increase driver compensation, change the structure of our driver compensation and/or become subject to increased independent contractor expenses in future periods, which could materially adversely affect our growth and profitability.

In addition, we suffer from a high turnover rate of drivers and our turnover rate is higher than the industry average and compared to our peers. This high turnover rate requires us to spend significant resources recruiting a substantial number of drivers in order to operate existing revenue equipment and subjects us to a higher degree of risk with respect to driver shortages than our competitors. Our use of team‑driven tractors in our expedited service offering requires two drivers per tractor, which further increases the number of drivers we must recruit and retain in comparison to operations that require one driver per tractor. Our robust driver hiring standards, including hair follicle drug testing, could further reduce the pool of available drivers from which we would hire. If we are unable to continue to attract and retain a sufficient number of drivers, we could be forced to, among other things, continue to adjust our compensation packages or operate with fewer tractors and face difficulty meeting shipper demands, either of which could materially adversely affect our growth and profitability.

Our engagement of independent contractors to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers.

Our contracts with independent contractors are governed by the federal leasing regulations, which impose specific requirements on us and the independent contractors. If more stringent federal leasing regulations are adopted, independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect our goal of maintaining our current fleet levels of independent contractors.

Pursuant to our fuel surcharge program with independent contractors, we pay independent contractors we contract with a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause our costs under this program to be higher than the revenue we receive under our customer fuel surcharge programs.

We provide financing to certain qualified independent contractors. If we are unable to provide such financing in the future, due to liquidity constraints or other restrictions, we may experience a decrease in the number of independent contractors we are able to engage. Further, if independent contractors we engage default under or otherwise terminate the

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financing arrangement and we are unable to find a replacement independent contractor or seat the tractor with a company driver, we may incur losses on amounts owed to us with respect to the tractor.

Independent contractors are third-party service providers, as compared with company drivers, who are employed by us. As independent business owners, they may make business or personal decisions that may conflict with our best interests. For example, if a load is unprofitable, route distance is too far from home, personal scheduling conflicts arise, or for other reasons, independent contractors may deny loads of freight from time to time.  In these circumstances, we must be able to deliver the freight timely in order to maintain relationships with customers, and if we fail to meet certain customer needs or incur increased expenses to do so, this could materially adversely affect our business, financial condition, and results of operations. Furthermore, the autonomy of our independent contractors may frustrate any attempts to further utilize the capacity provided by independent contractors.

We may not be successful in achieving our business strategies.

Many of our business strategies require time, significant management and financial resources and successful implementation. Consequently, we may be unable to effectively and successfully implement our business strategies. We also cannot ensure that our operating results, including our operating margins, will not be materially adversely affected by future changes in and expansion of our business, including the expected expansion of our dedicated contract service and brokerage service offerings and our increased focus on the implementation of technology to improve our execution and reduce friction, or by changes in economic conditions. Further, many of our strategic initiatives are focused on the development and deployment of technology. These new technology-driven initiatives have a high degree of risk, as they involve unproven business strategies and technologies with which we have limited or no prior experience. Because such offerings and technologies are new, they will may involve unforeseen expenses and regulatory and other risks. There can be no assurance that these initiatives will generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. It is also possible that technology developed or deployed by others will render our technology noncompetitive or obsolete. Further, our development and deployment efforts with respect to new technologies could distract management from current operations, and will divert capital and other resources from our historical operations. Despite the implementation of our operational and tactical strategies and initiatives, we may be unsuccessful in achieving a reduction in our operating ratio and Adjusted Operating Ratio in the time frames we expect or at all. Further, our results of operations may be materially adversely affected by a failure to further penetrate our existing customer base, cross‑sell our services, secure new customer opportunities and manage the operations and expenses of new or growing services. There is no assurance that we will be successful in achieving any of our business strategies. Even if we are successful in executing our business strategies, we still may not achieve our goals.

We retain high deductibles on a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings and materially adversely affect our results of operations.

We retain high deductibles on a significant portion of our claims exposure and related expenses associated with third‑party bodily injury and property damage, employee medical expenses, workers’ compensation, physical damage to our equipment and cargo loss. We currently retain a deductible of approximately $3.0 million per occurrence for automobile bodily injury and property damage through our captive risk retention group and up to $500,000 per occurrence for workers’ compensation claims, both of which can make our insurance and claims expense higher or more volatile than if we maintained lower retentions. Effective September 1, 2018, we have a $3.0 million retention and an aggregate limit of $14.0 million in our $3.0 to $10.0 million layer of excess insurance coverage for automobile bodily injury and property damage. Prior to September 1, 2018, our retention for auto liability was $5.0 million per occurrence and we were responsible for the first $5.0 million aggregate in the $5.0 million to $10.0 million layer of excess insurance coverage for automobile bodily injury and property damage. Additionally, with respect to our third‑party insurance, reduced capacity in the insurance market for trucking risks can make it more difficult to obtain both primary and excess insurance, can necessitate procuring insurance offshore, and could result in increases in collateral requirements on those primary lines that require securitization.

Prior to September 2015, our liability coverage had a limit of $100.0 million per occurrence. Given the increasingly high verdicts in trucking accident cases and our accident experience, among other factors, we increased our liability coverage limit to $300.0 million per occurrence. If any claim were to exceed coverage limits, we would bear the

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excess in addition to our other retained amounts. Our insurance and claims expense could increase, or we could find it necessary to raise our retained amounts or decrease our coverage limits when our policies are renewed or replaced. Our initiatives aimed at reducing insurance premiums and claims expense, such as installation of forward-facing event recorders, hair follicle drug testing, and additional driver training, could prove unsuccessful. In addition, although we endeavor to limit our exposure arising with respect to such claims, we also may have exposure if carriers hired by our Brokerage segment are inadequately insured for any accident. Our results of operations and financial condition may be materially adversely affected if (i) these expenses increase, (ii) we are unable to find excess coverage in amounts we deem sufficient, (iii) we experience a claim in excess of our coverage limits, (iv) we experience a claim for which we do not have coverage or for which our insurance carriers fail to pay or (v) we experience increased accidents. We have in the past, and may in the future, incur significant expenses for deductibles and retentions due to our accident experience.

We are dependent on systems, networks and other information technology assets (and the data contained therein) and a failure in the foregoing, including those caused by cybersecurity breaches, could cause a significant disruption to our business.

Our business depends on the efficient and uninterrupted operation of our systems, networks and other information technology assets (and the data contained therein). This includes information and electronic data interchange systems that we have developed, both by creating these systems in‑house or by adapting purchased or off‑the‑shelf applications to suit our needs. Our information and electronic data interchange systems are used for receiving and planning loads, dispatching drivers and other capacity providers, billing customers and load tracking and storing the data related to the foregoing activities. We also maintain information security policies to protect our systems, networks and other information technology assets (and the data contained therein) from cybersecurity breaches and threats, such as hackers, malware and viruses; however, such policies cannot ensure the protection of our systems, networks and other information technology assets (and the data contained therein). We currently maintain our hardware systems and infrastructure at our Chattanooga, Tennessee headquarters, along with an off‑site secondary data center and computer equipment at each of our truckload service centers. If we are unable to prevent system violations or other unauthorized access to our systems, networks and other information technology assets (and the data contained therein), we could be subject to significant fines and lawsuits and our reputation could be damaged, or our business operations could be interrupted, any of which could have a material adverse effect on our financial performance and business operations.

Our operations, and those of our technology and communications service providers are vulnerable to interruption by fire, natural disasters, power loss, telecommunications failure, network disruptions, cyber‑attacks, terrorist attacks, Internet failures, malicious intrusions, computer viruses and other events that may be beyond our control. Although we attempt to reduce the risk of disruption to our business operations through redundant computer systems and networks, backup systems and a disaster recovery off‑site alternate location, there can be no assurance that such measures will be effective. Furthermore, many of our strategic initiatives would require further integration of technology into our operations, which could exacerbate the effects of any such interruption. If any of our critical information technology assets fail or become otherwise unavailable, whether as a result of a cybersecurity breach, upgrade project or otherwise, we would have to perform certain functions manually, which could temporarily impact our ability to manage our fleet efficiently, respond to customers’ requests effectively, maintain billing and other records reliably, and bill for services and prepare financial statements accurately or in a timely manner. Although we maintain business interruption insurance, it may be inadequate to protect us in the event of an unforeseeable and extreme catastrophe. Any significant system failure, upgrade complication, security breach or other system disruption could interrupt or delay our operations, damage our reputation, cause us to lose customers or impact our ability to manage our operations and report our financial performance, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, we are currently dependent on a single vendor platform to support certain information technology functions. If the stability or capability of such vendor is compromised and we were forced to migrate to a new platform, it could materially adversely affect our business, financial condition and results of operations.

We are exposed to the credit, reputational and relationship risks of certain of our current and former equity investments.

Certain of our current and former equity investments, including Parker Global Enterprises, Inc. (“Parker”), XPS Logisti-K Systems, S.A.P.I. de C.V. (“Logisti-K”), Dylka Distribuciones Logisti-K S.A. de C.V. (“Dylka”) and Xpress

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Internacional, have amounts owing to us. Furthermore, we may have overlapping customers and vendors with Parker, Logisti-K, Dylka and Xpress Internacional. Any financial hardships of Parker, Logisti-K, Dylka, or Xpress Internacional could lead to delay or nonpayment of amounts owed to us, strain our relationships with overlapping customers and vendors, and damage our reputation. The occurrence of any of the foregoing events could have a material adverse effect on our business, financial condition and results of operations. Such risks may be heightened during a weak freight environment.

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

During the quarter ended September 30, 2019, 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.

ITEM 5.           OTHER INFORMATION

Not applicable.

ITEM 6.EXHIBITS

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Exhibit Number	Description
3.1	Second Amended and Restated Articles of Incorporation of U.S. Xpress Enterprises, Inc., dated and effective as of June 8, 2018 (incorporated by reference to Exhibit 3.1 filed with the Company’s Registration Statement on Form S‑1/A (File No. 333‑224711) filed on June 11, 2018).
3.2	Second Amended and Restated Bylaws of U.S. Xpress Enterprises, Inc., dated and effective as of May 24, 2019 (incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K filed on filed on May 31, 2019).
10.1#	First Amendment to Credit Agreement, dated as of September 30, 2019, by and among the Company, the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swingline Lender.
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
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

#     Filed herewith.

##   Furnished herewith.

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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: November 5, 2019	By:	/s/ Eric Peterson
		Eric Peterson
		Chief Financial Officer

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EX-10.1

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 30, 2019 (the “First Amendment Effective Date”) is entered into among U.S. XPRESS ENTERPRISES, INC., a Nevada corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swingline Lender.  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below) as amended hereby.

RECITALS

WHEREAS, pursuant to that certain Credit Agreement, dated as of June 18, 2018 (as amended, modified, supplemented, increased or extended from time to time, the “Credit Agreement”), among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swingline Lender, the Lenders have agreed to provide the Borrower with the credit facilities provided for therein; and

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement, as more particularly set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments.  The Credit Agreement is hereby amended as follows:

(a) The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“BofA Securities” means BofA Securities, Inc.

“Relevant Governmental Body”means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.

“SOFR”with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“SOFR-Based Rate” means SOFR or Term SOFR.

“Term SOFR”means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each

case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. 

(b) The definition of “LIBOR Successor Rate Conforming Changes” in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows:

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Eurodollar Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).

(c) The definition of “MLPFS” in Section 1.01 of the Credit Agreement is deleted in its entirety.

(d) (i) The reference to “MLPFS” in the definition of “Fee Letter” in Section 1.01 of the Credit Agreement is amended to read “BofA Securities (as successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated)” and (ii) each other reference to “MLPFS” in the Credit Agreement is amended to read “BofA Securities”.

(e) Section 1.02 of the Credit Agreement is amended to add a new clause (d) at the end of such Section to read as follows:

(d)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person.  Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

(f) Section 1.08 of the Credit Agreement is amended and restated in its entirety to read as follows:

1.08Rates.

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

(g) Section 3.07 of the Credit Agreement is amended and restated in its entirety to read as follows:

3.07LIBOR Successor Rate.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks,  which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated  (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment.   Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans

shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component of the Base Rate shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(h) Section 7.11 of the Credit Agreement is amended and restated in its entirety to read as follows:

7.11Financial Covenants.

(a)Consolidated Net Leverage Ratio.  The Loan Parties shall not permit the Consolidated Net Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be greater than (i) 3.25 to 1.0, for any fiscal quarter ending during the period from the Closing Date through and including the quarter ending September 30, 2019; (ii) 3.50 to 1.00, for the fiscal quarters ending December 31, 2019, and March 31, 2020; (iii) 3.25 to 1.00, for the fiscal quarter ending June 30, 2020; and (iv) 3.00 to 1.00, for any fiscal quarter ending thereafter;  provided,  that, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters of the Borrower (commencing with the fiscal quarter of the Borrower during which such Qualified Acquisition is consummated) (such period of increase, a “Leverage Increase Period”), the ratio set forth above may, upon receipt by the Administrative Agent of a Qualified Acquisition Notice, be increased by 0.25 (it being understood and agreed that notwithstanding the preceding text in this proviso, the maximum Consolidated Net Leverage Ratio shall not exceed 3.25 to 1.0 at any time); provided,  further,  that, (a) for at least one (1) fiscal quarter of the Borrower ending immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio as of the end of such fiscal quarter shall not be greater than the applicable test level set forth prior to the first proviso above prior to giving effect to another Leverage Increase Period, (b) there shall be no more than three (3) Leverage Increase Periods during the term of this Agreement, and (c) each Leverage Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.11(a) and for purposes of any Qualified Acquisition Pro Forma Calculation.

(b)Consolidated Interest Coverage Ratio.  The Loan Parties shall not permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than (i) 2.00 to 1.00, for any fiscal quarter ending during the period from the Closing Date through and including the quarter ending September 30, 2019; (ii) 1.20 to 1.00, for the fiscal quarters ending December 31, 2019, and March 31, 2020; (iii) 1.75 to 1.00, for the fiscal quarter ending June 30, 2020; and (iv) 2.00 to 1.00, for any fiscal quarter thereafter.

(i) A  new Section 11.22 is hereby added to Article XI of the Credit Agreement to read as follows:

11.22Acknowledgement Regarding Any Supported QFC.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

(b)As used in this Section 11.22, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:  (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC”has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

2.Conditions Precedent.  This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed by (i) a Responsible Officer of the Borrower and each Guarantor and (ii) the Required Lenders.

(b) Receipt by the Administrative Agent of any fees required to be paid to the Administrative Agent, the Arrangers or the Lenders on or before the First Amendment Effective Date.

(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel, if so requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof,  plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

3.Miscellaneous.

(a)The Credit Agreement and the obligations of the Loan Parties thereunder and under the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their terms, as amended hereby.

(b)Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Amendment and the transactions contemplated hereby, (ii) affirms all of its obligations under the Loan Documents to which it is a party and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents to which it is a party.

(c)Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(i)The execution, delivery and performance by such Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational

action, and do not (A) contravene the terms of any of such Loan Party’s Organization Documents; (B) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (I) any material Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (II) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (C) violate any Law.

(ii)This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, subject to laws generally affecting creditors’ rights, to statutes of limitations and to principles of equity.

(iii)No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Amendment or the Credit Agreement as amended hereby.

(iv)The representations and warranties of such Loan Party contained in the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 3(c)(iv), the representations and warranties contained in Sections 5.05(a),  (b), and (d) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a),  Section 6.01(b), or Section 6.01(c) of the Credit Agreement, as applicable. 

(v)No  Default or Event of Default has occurred and is continuing or would result from the transactions contemplated by this Amendment.  

(vi)The Persons signing this Amendment as Guarantors include all of the Subsidiaries existing as of the date hereof that are required to become Guarantors pursuant to the Credit Agreement on or prior to the date hereof.

(d)This Amendment may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by telecopy or in any other electronic format (such as .pdf format) shall be effective as delivery of a manually executed original counterpart of this Amendment.

(e)This Amendment is a Loan Document.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

(f)THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This

Amendment shall be further subject to the terms and conditions of Sections 11.14 and 11.15 of the credit agreement, the terms of which are incorporated herein by reference,  MUTATIS MUTANDIS, as if fully set forth herein.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered by a duly authorized officer as of the date first above written.

BORROWER:U.S. XPRESS ENTERPRISES, INC.,

a Nevada corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Chief Financial Officer and Treasurer

GUARANTORS:U. S. XPRESS, INC.,

a Nevada corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Treasurer

U. S. XPRESS LEASING, INC.,

a Tennessee corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Treasurer

XPRESS AIR, INC.,

a Tennessee corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary

XPRESS HOLDINGS, INC.,

a Nevada corporation

By: /s/ Jane Greenberg

Name: Jane Greenberg

Title: Secretary/Treasurer

ASSOCIATED DEVELOPMENTS, LLC,

a Tennessee limited liability company

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Vice Manager and Secretary

TAL POWER EQUIPMENT #1 LLC,

a Mississippi limited liability company

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TAL POWER EQUIPMENT #2 LLC,

a Mississippi limited liability company

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TAL REAL ESTATE LLC,

a Mississippi limited liability company

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TAL VAN #1 LLC,

a Mississippi limited liability company

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TOTAL LOGISTICS INC.,

a Mississippi corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TOTAL TRANSPORTATION OF MISSISSIPPI LLC,

a Mississippi limited liability company

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TRANSPORTATION ASSETS LEASING INC.,

a Mississippi corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Secretary and Treasurer

TRANSPORTATION INVESTMENTS INC.,

a Mississippi corporation

By: /s/ Eric Peterson

Name: Eric Peterson

Title: Treasurer

ADMINISTRATIVE

AGENT:bank of america, n.a.,

as Administrative Agent

By: /s/ Christine Trotter

Name: Christine Trotter

Title: Assistant Vice President

LENDERS:bank of america, n.a.,

as a Lender, the Swingline Lender and an L/C Issuer

By: /s/ John M. Hall

Name: John M. Hall

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender and an L/C Issuer

By:/s/ Michael Bash

Name: Michael Bash

Title: SVP

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /s/ Brandon Abney

Name: Brandon Abney

Title: Authorized Officer

MORGAN STANLEY BANK, N.A.,

as a Lender

By:/s/ Jacob Dowden

Name: Jacob Dowden

Title: Authorized Signatory

REGIONS BANK,

as a Lender

By: /s/ Joe Dancy

Name: Joe Dancy

Title: Senior Vice President

CIBC BANK USA,

as a Lender

By: /s/ Andrew Hoffman

Name: Andrew Hoffman

Title: Associate Managing Director

EX-31.1

Exhibit 31.1

I, Eric Fuller, certify that:

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

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

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

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

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

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

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

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

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

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

Date:  November 5, 2019	/s/ Eric Fuller
	Eric Fuller
	Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Eric Peterson, certify that:

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

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

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

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

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

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

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

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

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

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

Date: November 5, 2019	/s/ Eric Peterson
	Eric Peterson Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of U.S. Xpress Enterprises, Inc. (the "Company") on Form 10‑Q for the period ending September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric Fuller, Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, that to the best of my knowledge:

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

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

Date:  November 5, 2019	/s/ Eric Fuller
	Eric Fuller
	Chief Executive Officer

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

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of U.S. Xpress Enterprises, Inc. (the "Company") on Form 10‑Q for the period ending September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric Peterson, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, that to the best of my knowledge:

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

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

August
Date:   November 5, 2019	/s/ Eric Peterson
	Eric Peterson
	Chief Financial Officer

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

XML

Share-based Compensation - Options Information and Valuation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Unrecognized amount, options	$ 1.3		$ 1.3
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Expiration period			10 years
Share-based compensation recognized cost	$ 0.1	$ 0.1	$ 0.4	$ 0.1
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Strike price (in dollars per share)	$ 9.40		$ 9.40
Risk-free interest rate			2.50%
Expected dividend yield			0.00%
Expected volatility			45.65%
Expected term (in years) (Year)			6 years 3 months
Unrecognized cost, period for recognition			2 years 10 months 24 days

XML

Commitments and Contingencies (Details) $ in Millions					6 Months Ended	9 Months Ended
	Jun. 07, 2019 item	Apr. 02, 2019 item	Nov. 21, 2018 item	Mar. 07, 2018 item	Apr. 30, 2019 item	Sep. 30, 2019 USD ($) item
Loss Contingencies [Line Items]
Number of proposed classes filing claims				2
Letters of credit outstanding | $						$ 31.7
Remaining purchase obligation, remainder of year | $						84.5
Remaining purchase obligation, 2020 | $						$ 13.1
Telephone Consumer Protection Act Claim [Member]
Loss Contingencies [Line Items]
Number of claims consolidated						3
Stockholder Claims [Member]
Loss Contingencies [Line Items]
Number of claims					8
Tennessee State Court Cases [Member]
Loss Contingencies [Line Items]
Number of claims					5
Number of claims dismissed						2
Number of officers		5	5
Number of underwriters			7
Federal Court Cases [Member]
Loss Contingencies [Line Items]
Number of claims					2
Number of claims dismissed						1
New York State Court Case [Member]
Loss Contingencies [Line Items]
Number of claims					1
Stockholder Derivative Action Filed In Nevada [Member]
Loss Contingencies [Line Items]
Number of officers	5
Number of board members	5

XML

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member] Common Class A [Member]	Additional Paid-in Capital [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member] Common Class A [Member]	Retained Earnings [Member] Common Class B [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASU								$ 1,459		$ 1,459
Temporary Equity, Beginning Balance at Dec. 31, 2017										3,281
Increase (Decrease) in Temporary Equity [Roll Forward]
Share-based compensation										208
Dividend of repurchased member units										(51)
Temporary Equity, Ending Balance at Mar. 31, 2018										3,438
Stockholders' Equity, Beginning Balance at Dec. 31, 2017	$ 64				$ 1			(43,459)	$ 2,289	(41,105)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income								1,159	223	1,382
Stockholders' Equity, Ending Balance at Mar. 31, 2018	64				1			(40,841)	2,512	(38,264)
Temporary Equity, Beginning Balance at Dec. 31, 2017										3,281
Stockholders' Equity, Beginning Balance at Dec. 31, 2017	64				1			(43,459)	2,289	(41,105)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income										18,875
Stockholders' Equity, Ending Balance at Sep. 30, 2018	328	$ 155			250,920			(24,331)	3,261	230,333
Temporary Equity, Beginning Balance at Mar. 31, 2018										3,438
Increase (Decrease) in Temporary Equity [Roll Forward]
Share-based compensation										183
Transfer from temporary equity to permanent equity										(3,455)
Dividend of repurchased member units										(166)
Stockholders' Equity, Beginning Balance at Mar. 31, 2018	64				1			(40,841)	2,512	(38,264)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation					238					238
Shares cancelled, value	(64)							64
Issuance of shares in reorganization, value	160	155	$ (11)	$ (6)		$ (149)	$ (149)
Transfer from temporary equity to permanent equity					3,455					3,455
Shares issued, value	167				246,931					247,098
Vesting of restricted units	1				(1)
Net income								615	420	1,035
Stockholders' Equity, Ending Balance at Jun. 30, 2018	328	155			250,607			(40,460)	2,932	213,562
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation					727					727
Shares issued, value					(414)					(414)
Net income								16,129	329	16,458
Stockholders' Equity, Ending Balance at Sep. 30, 2018	328	155			250,920			(24,331)	3,261	230,333
Stockholders' Equity, Beginning Balance at Dec. 31, 2018	329	155			251,742			(17,335)	3,496	238,387
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation					856					856
Vesting of restricted units		1			(39)					(38)
Net income								4,721	298	5,019
Stockholders' Equity, Ending Balance at Mar. 31, 2019	329	156			252,559			(12,614)	3,794	244,224
Stockholders' Equity, Beginning Balance at Dec. 31, 2018	329	155			251,742			(17,335)	3,496	238,387
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income										6,542
Stockholders' Equity, Ending Balance at Sep. 30, 2019	333	157			249,665			(11,388)	619	239,386
Stockholders' Equity, Beginning Balance at Mar. 31, 2019	329	156			252,559			(12,614)	3,794	244,224
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation					1,024					1,024
Vesting of restricted units	3	1			(10)					(6)
Purchase of noncontrolling interest					(5,187)				(3,472)	(8,659)
Net income								2,672	314	2,986
Stockholders' Equity, Ending Balance at Jun. 30, 2019	332	157			248,386			(9,942)	636	239,569
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation					930					930
Issuance of common stock under ESPP	1				349					350
Net income								(1,446)	(17)	(1,463)
Stockholders' Equity, Ending Balance at Sep. 30, 2019	$ 333	$ 157			$ 249,665			$ (11,388)	$ 619	$ 239,386

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 4,442	$ 9,892
Customer receivables, net of allowance of $75 and $59 at September 30, 2019 and December 31, 2018, respectively	193,047	190,254
Other receivables	18,345	20,430
Prepaid insurance and licenses	23,221	11,035
Operating supplies	7,706	7,324
Assets held for sale	10,399	33,225
Other current assets	19,057	13,374
Total current assets	276,217	285,534
Property and equipment, at cost	939,889	898,530
Less accumulated depreciation and amortization	(403,891)	(379,813)
Net property and equipment	535,998	518,717
Other assets
Operating lease right of use assets	250,062
Goodwill	57,708	57,708
Intangible assets, net	27,642	28,913
Other	31,067	19,615
Total other assets	366,479	106,236
Total assets	1,178,694	910,487
Current liabilities
Accounts payable	87,161	63,808
Book overdraft	3,833
Accrued wages and benefits	24,085	24,960
Claims and insurance accruals, current	51,125	47,442
Other accrued liabilities	9,433	8,120
Liabilities associated with assets held for sale		6,856
Current portion of operating lease liabilities	70,246
Current maturities of long-term debt and finance leases	82,669	113,094
Total current liabilities	328,552	264,280
Long-term debt and finance leases, net of current maturities	351,492	312,819
Less debt issuance costs	(1,301)	(1,347)
Net long-term debt and finance leases	350,191	311,472
Deferred income taxes	20,996	19,978
Long-term liabilities associated with assets held for sale		8,353
Other long-term liabilities	6,599	7,713
Claims and insurance accruals, long-term	53,370	60,304
Noncurrent operating lease liabilities	179,600
Commitments and contingencies (Notes 7 and 8)
Stockholders' Equity
Additional paid-in capital	249,665	251,742
Accumulated deficit	(11,388)	(17,335)
Total stockholders' equity	238,767	234,891
Noncontrolling interest	619	3,496
Total stockholders' equity	239,386	238,387
Total liabilities and stockholders' equity	1,178,694	910,487
Common Class A [Member]
Stockholders' Equity
Common stock	333	329
Common Class B [Member]
Stockholders' Equity
Common stock	$ 157	$ 155

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Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of Components of Lease Assets and Liabilities [Table Text Block]

Leases	Classification	September 30, 2019
Assets
Operating	Operating lease right-of-use assets	$	250,062
Finance	Property and equipment, net		17,981
Total leased assets		$	268,043
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	70,246
Finance	Current maturities of long-term debt and finance leases		7,400
Noncurrent
Operating	Noncurrent operating lease liabilities		179,600
Finance	Long-term debt and finance leases, net of current maturities		7,246
Total lease liabilities		$	264,492

Lease, Cost [Table Text Block]

			Three Months		Nine Months
			Ended		Ended
Lease Cost	Classification	September 30, 2019		September 30, 2019
Operating lease cost	Vehicle rents and General and other operating	$	19,917	$	59,156
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		760		2,365
Interest on lease liabilities	Interest expense		252		848
Short-term lease cost	General and other operating		1,250		2,353
Total lease cost		$	22,179	$	64,722

Schedule of Leases Cash Flow Information [Table Text Block]

	Nine Months
	Ended September
Cash Flow Information	30, 2019
Cash paid for operating leases included in operating activities	$	59,156
Cash paid for finance leases included in operating activities	$	848
Cash paid for finance leases included in financing activities	$	5,624
Operating lease right-of-use assets obtained in exchange for lease obligations	$	116,222
Operating lease right-of-use assets and liabilities relieved in conjunction with divesture of Xpress Internacional	$	2,018

Lease, Term and Discount Rate [Table Text Block]

	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.0	5.3	%
Finance leases	3.3	4.6	%

Operating and Finance Lease, Liability, Maturity [Table Text Block]

	September 30, 2019
	Finance		Operating
2019	$	1,333	$	21,375
2020		7,522		77,376
2021		4,081		66,349
2022		1,423		51,564
2023		1,423		35,572
Thereafter		296		23,728
		16,078		275,964
Less:  Amount representing interest		(1,432)		(26,118)
Total	$	14,646	$	249,846

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

	December 31, 2018
	Capital		Operating
2019	$	7,797	$	60,303
2020		7,564		42,632
2021		4,086		35,302
2022		1,427		20,751
2023		1,427		15,884
Thereafter		297		14,080
		22,598	$	188,952
Less:  Amount representing interest		(2,285)
		20,313
Less:  Current portion		(6,711)
	$	13,602

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues
Truckload	$	382,467	$	395,167	$	1,125,991	$	1,157,731
Brokerage		46,036		65,060		131,737		177,962
Total Operating Revenue	$	428,503	$	460,227	$	1,257,728	$	1,335,693
Operating Income (Loss)
Truckload	$	3,345	$	19,857	$	20,689	$	50,950
Brokerage		(63)		3,035		4,018		6,814
Total Operating Income	$	3,282	$	22,892	$	24,707	$	57,764

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues
United States	$	428,503	$	446,822	$	1,255,356	$	1,295,900
Foreign countries
Mexico		—		13,405		2,372		39,793
Total	$	428,503	$	460,227	$	1,257,728	$	1,335,693

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Noncontrolling Interest

9 Months Ended

Sep. 30, 2019

Noncontrolling Interest [Abstract]

Noncontrolling Interest

4.        Noncontrolling Interest

In June 2019, we purchased the remaining 10% noncontrolling interest of Total Transportation of Mississippi for a purchase price of $8.7 million. The book value of the noncontrolling interest prior to the equity purchase was $3.5 million and the remaining $5.2 million was a reduction to additional paid in capital.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8.        Commitments and Contingencies

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

For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of the proceedings, including pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

California Wage and Hour Class Action Litigation

On December 23, 2015, a class action lawsuit was filed against us and our subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The case was transferred to the U.S. District Court for the Central District of California. The putative class includes current and former truck drivers employed by us who worked or work in California after the completion of their training while residing in California since December 23, 2011 to present. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or break times, and were not paid premium pay in their absence, were not paid minimum wage for all hours worked, were not provided accurate and complete time and pay records 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 and costs and pre- and post-judgment interest. On May 2, 2019, the court dismissed on grounds of preemption the claims alleging failure to provide duty free meal and rest breaks or to pay premium pay for failure to provide such breaks under California law. The matter is currently in discovery, and a jury trial has been requested. There is currently no trial date set. 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.

Telephone Consumer Protection Act Claim

A class action was filed against our subsidiary U.S. Xpress, Inc. in the U.S. District Court for the Western District of Virginia on December 11, 2017 and amended on March 7, 2018, alleging violations of the Telephone Consumer Protection Act, for two separate proposed classes. The putative classes included all persons within the United States to whom the Company either initiated a telephone call to a cellular telephone number using an automatic telephone dialing system or initiated a call to a residential telephone number using an artificial or pre-recorded voice at any time from December 11, 2013 to present. Prior to certification of the class, the parties reached a settlement agreement, and the court dismissed the lawsuit with prejudice on July 23, 2019.

Stockholder Claims

As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against us 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”). Two of the Tennessee State Court Cases and one of the Federal Court Cases have been voluntarily dismissed. All of these matters are in preliminary stages of litigation, and discovery has not yet begun. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any.

On November 21, 2018, a putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee against us, five of our officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”). The 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 January 23, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. On March 7, 2019, this case was voluntarily dismissed by the plaintiff.

On January 30, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018, and also alleging a claim under Section 12 of the Securities Act.

On February 5, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018, and also alleging a claim under Section 12 of the Securities Act.

On February 6, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by different plaintiffs alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. On March 19, 2019, this case was voluntarily dismissed by the plaintiff.

On March 8, 2019, a substantially similar putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018.  On May 9, 2019, this case was voluntarily dismissed by the plaintiff.

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 action commenced on November 21, 2018. The parties have stipulated to extend the time for defendants to respond to the complaint in this matter pending resolution of the motions to dismiss filed (or to be filed) in the remaining of the Tennessee State Court Cases and the Federal Court Cases.

On April 2, 2019, a substantially similar putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against us and the same five of our officers and directors as in the action commenced on November 21, 2018.  Unlike the previously filed complaints, this complaint did not name as defendants any of the seven underwriters who participated in our IPO; however, an amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”) which added all underwriters who participated in the IPO as defendants.

The three remaining Tennessee State Court Cases have been consolidated, and discovery is currently stayed pending a decision on a motion to dismiss filed by us and the other defendants. On July 18, 2019, the court presiding over the remaining of the Federal Court Cases issued an order appointing lead plaintiff and lead counsel.  Pursuant to a stipulation entered in that matter, the appointed lead plaintiff filed the Amended Federal Complaint on October 8, 2019.  The Amended Federal Complaint is made on behalf of a putative class that consists of all persons who purchased or otherwise acquired the Class A common stock of USX between June 14, 2018 and November 1, 2018 and who were allegedly damaged thereby.  In addition, the Amended Federal Complaint alleges additional violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Office and its Chief Financial Officer.

The complaints in all the actions listed above allege 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, as a result of such alleged statements, the plaintiffs and the members of the putative classes suffered damages. The Amended Federal Complaint additionally alleges that the Company, its Chief Executive Officer and its Chief Financial Officer made false and/or misleading statements and/or material omissions in press releases, earnings calls, investor conferences, television interviews, and filings made with the SEC subsequent to the IPO. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters.

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 the filing of an answer or a dismissal in the remaining of the Tennessee State Court Cases or the Federal Court Cases. This matter is in the preliminary stages of litigation and discovery has not yet begun. 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 these matters.

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 us and our subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. The putative class includes all individuals who performed work for U.S. Xpress, Inc. or U.S. Xpress Leasing, Inc. as lease drivers from March 26, 2016 to present. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees and thus subject to the Fair Labor Standards Act (“FLSA”). The complaint further alleges that U.S. Xpress, Inc.’s pay practices with regard to 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 we violated the requirements of the Truth in Leasing Act with regard to the independent contractor agreements and lease purchase agreements we entered into with the putative class members. The complaint further alleges that we failed to comply with the terms of the independent contractor agreements and lease purchase agreements entered into with the putative class members, that we 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 we were unjustly enriched as a result of the foregoing allegations. The defendants have filed a Motion to Compel Arbitration. The matter is not yet in discovery, and we are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously against the complaints relating to such actions.

Other

The Company had letters of credit of $31.7 million outstanding as of September 30, 2019. The letters of credit are maintained primarily to support the Company’s insurance program.

The Company had cancelable commitments outstanding at September 30, 2019 to acquire revenue equipment for approximately $84.5 million during the remainder of 2019 and $13.1 million in 2020. These purchase commitments are expected to be financed by long-term debt, operating leases, proceeds from sales of existing equipment, and cash flows from operations.

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Segment Information

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Information

12.      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 and, prior to the divesture of Xpress Internacional, cross-border into and out of Mexico. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels.

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

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues
Truckload	$	382,467	$	395,167	$	1,125,991	$	1,157,731
Brokerage		46,036		65,060		131,737		177,962
Total Operating Revenue	$	428,503	$	460,227	$	1,257,728	$	1,335,693
Operating Income (Loss)
Truckload	$	3,345	$	19,857	$	20,689	$	50,950
Brokerage		(63)		3,035		4,018		6,814
Total Operating Income	$	3,282	$	22,892	$	24,707	$	57,764

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.

Information about the geographic areas in which the Company conducted business during the three and nine months ended September 30, 2019 and 2018 is summarized below (in thousands). Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. In January 2019, we disposed of our Mexican business.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues
United States	$	428,503	$	446,822	$	1,255,356	$	1,295,900
Foreign countries
Mexico		—		13,405		2,372		39,793
Total	$	428,503	$	460,227	$	1,257,728	$	1,335,693

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Leases - Assets and Liabilities (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating leased asset	$ 250,062
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Operating leased asset
Finance leased asset	$ 17,981
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap_PropertyPlantAndEquipmentNet
Total leased assets	$ 268,043
Operating lease liabilities, current	$ 70,246
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Operating lease liabilities, current
Finance lease liabilities, current	$ 7,400
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent
Operating lease liabilities, noncurrent	$ 179,600
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities, noncurrent
Finance lease liabilities, noncurrent	$ 7,246
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Longterm Debt Gross And Finance Leases Noncurrent
Total lease liabilities	$ 264,492

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Income Taxes - Provision for Income Taxes and Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income (loss) before Income Taxes	$ (2,276)	$ 18,137	$ 8,045	$ 19,956
Income tax provision (benefit)	$ (813)	$ 1,679	$ 1,503	$ 1,081
Effective tax rate	35.70%	9.30%	18.70%	5.40%
Statutory income tax rate	21.00%	21.00%	21.00%	21.00%

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Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments			2
Revenues
Total Operating Revenue	$ 428,503	$ 460,227	$ 1,257,728	$ 1,335,693
Operating Income
Total Operating Income (Loss)	3,282	22,892	24,707	57,764
Truckload Segment [Member]
Revenues
Total Operating Revenue	382,467	395,167	1,125,991	1,157,731
Operating Income
Total Operating Income (Loss)	3,345	19,857	20,689	50,950
Brokerage Segment [Member]
Revenues
Total Operating Revenue	46,036	65,060	131,737	177,962
Operating Income
Total Operating Income (Loss)	$ (63)	$ 3,035	$ 4,018	$ 6,814

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Earnings Per Share

9 Months Ended

Sep. 30, 2019

Earnings per share

Earnings per Share

11.      Earnings per Share

Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. Prior to the offering, there were no common stock equivalents which could have had a dilutive effect on earnings per share. The Company excluded 1,639,577 and 643,988 equity awards for the three and nine months ended September 30, 2019, respectively and 398,260 for the three and nine months ended September 30, 2018 as inclusion would be anti-dilutive.

The basic and diluted earnings per share calculations for the three and nine months ended September 30, 2019 and 2018, respectively, are presented below (in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net income (loss)	$	(1,463)	$	16,458	$	6,542	$	18,875
Net income (loss) attributable to noncontrolling interest		(17)		329		595		972
Net income (loss) attributable to common stockholders	$	(1,446)	$	16,129	$	5,947	$	17,903
Basic weighted average of outstanding shares of common stock		48,984		48,296		48,709		23,118
Dilutive effect of equity awards		—		1,301		580		520
Diluted weighted average of outstanding shares of common stock		48,984		49,597		49,289		23,638
Basic earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.77
Diluted earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.76

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Divesture of Xpress Internacional

9 Months Ended

Sep. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Divesture of Xpress Internacional

3.       Divesture of Xpress Internacional

In January 2019, we sold our 95% interest in Xpress Internacional. The purchase price was approximately $4.5 million in cash, a $6.0 million note receivable and approximately $2.5 million in contingent consideration related to the completion of selling 110 tractors. During the quarter ended June 30, 2019, we updated the fair value of the tractors to $1.8 million from the previously recorded $2.5 million and recorded an additional cash receivable for $1.5 million as a result of lower than expected purchase expenses at Xpress Internacional. The business met the criteria for the presentation as held for sale as of December 31, 2018. The assets of business held for sale were not material to our consolidated revenues or consolidated operating income. We recognized an impairment in the amount of $10.7 million in December 2018, related to the disposal group as the carrying value exceeded the fair value. We recognized a subsequent gain during the quarter ended June 30, 2019 of $0.7 million.

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Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

7.        Leases

We have operating and finance leases with terms of 1 year to 10 years for certain revenue and service equipment and office and terminal facilities.

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

Leases	Classification	September 30, 2019
Assets
Operating	Operating lease right-of-use assets	$	250,062
Finance	Property and equipment, net		17,981
Total leased assets		$	268,043
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	70,246
Finance	Current maturities of long-term debt and finance leases		7,400
Noncurrent
Operating	Noncurrent operating lease liabilities		179,600
Finance	Long-term debt and finance leases, net of current maturities		7,246
Total lease liabilities		$	264,492

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

			Three Months		Nine Months
			Ended		Ended
Lease Cost	Classification	September 30, 2019		September 30, 2019
Operating lease cost	Vehicle rents and General and other operating	$	19,917	$	59,156
Finance lease cost:
Amortization of finance lease assets	Depreciation and amortization		760		2,365
Interest on lease liabilities	Interest expense		252		848
Short-term lease cost	General and other operating		1,250		2,353
Total lease cost		$	22,179	$	64,722

	Nine Months
	Ended September
Cash Flow Information	30, 2019
Cash paid for operating leases included in operating activities	$	59,156
Cash paid for finance leases included in operating activities	$	848
Cash paid for finance leases included in financing activities	$	5,624
Operating lease right-of-use assets obtained in exchange for lease obligations	$	116,222
Operating lease right-of-use assets and liabilities relieved in conjunction with divesture of Xpress Internacional	$	2,018

	Weighted‑Average	Weighted-
	Remaining Lease	Average
Lease Term and Discount Rate	Term (years)	Discount Rate
Operating leases	4.0	5.3	%
Finance leases	3.3	4.6	%

As of September 30, 2019, future maturities of lease liabilities were as follows (in thousands):

	September 30, 2019
	Finance		Operating
2019	$	1,333	$	21,375
2020		7,522		77,376
2021		4,081		66,349
2022		1,423		51,564
2023		1,423		35,572
Thereafter		296		23,728
		16,078		275,964
Less:  Amount representing interest		(1,432)		(26,118)
Total	$	14,646	$	249,846

As of December 31, 2018, minimum lease payments under capital and operating leases were as follows (in thousands):

	December 31, 2018
	Capital		Operating
2019	$	7,797	$	60,303
2020		7,564		42,632
2021		4,086		35,302
2022		1,427		20,751
2023		1,427		15,884
Thereafter		297		14,080
		22,598	$	188,952
Less:  Amount representing interest		(2,285)
		20,313
Less:  Current portion		(6,711)
	$	13,602

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Leases - Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Lessee, Lease, Description [Line Items]
Total lease cost	$ 22,179	$ 64,722
Vehicle Rents and General and Other Operating [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost	19,917	59,156
Depreciation and Amortization [Member]
Lessee, Lease, Description [Line Items]
Amortization of finance lease assets	760	2,365
Interest Expense [Member]
Lessee, Lease, Description [Line Items]
Interest on lease liabilities	252	848
General and Other Operating [Member]
Lessee, Lease, Description [Line Items]
Short-term lease cost	$ 1,250	$ 2,353

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Long-term Debt - Components (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term debt, gross	$ 419,515	$ 405,600
Less: Debt issuance costs	(1,301)	(1,347)
Less: Current maturities of long-term debt	(75,269)	(106,383)
Long-term debt, excluding current maturities	$ 342,945	$ 297,870
Facility interest rate	4.30%	4.80%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,900
Term Facility [Member]
Debt Instrument [Line Items]
Long-term debt, gross	187,500	$ 195,000
Revenue equipment notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 210,666	$ 184,867
Weighted average interest rate	4.70%	5.00%
Collateral	$ 225,000	$ 197,100
Mortgages [Member]
Debt Instrument [Line Items]
Long-term debt, gross	18,041	18,861
Collateral	$ 20,500	$ 24,100
Mortgages [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate	6.26%	6.26%
Mortgages [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate	6.99%	6.99%
Other Debt [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 408	$ 6,872

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Earnings Per Share - Basic and Diluted Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings per share
Net income (loss)	$ (1,463)	$ 2,986	$ 5,019	$ 16,458	$ 1,035	$ 1,382	$ 6,542	$ 18,875
Net total and comprehensive income (loss) attributable to noncontrolling interest	(17)			329			595	972
Net total and comprehensive income(loss) attributable to controlling interest	$ (1,446)			$ 16,129			$ 5,947	$ 17,903
Basic weighted average of outstanding shares of common stock (in shares)	48,984			48,296			48,709	23,118
Dilutive effect of equity awards (in shares)				1,301			580	520
Diluted weighted average of outstanding shares of common stock (in shares)	48,984			49,597			49,289	23,638
Basic earnings (loss) per share (in dollars per share)	$ (0.03)			$ 0.33			$ 0.12	$ 0.77
Diluted earnings (loss) per share (in dollars per share)	$ (0.03)			$ 0.33			$ 0.12	$ 0.76

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Share-Based Compensation - Pre-IPO Restricted Stock Plan (Details) - Pre-IPO Restricted Stock Plan [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning balance (in shares)			1,401,674
Vested, number of shares (in shares)			(453,334)
Forfeited, number of shares (in shares)			(103,893)
Unvested, ending balance (in shares)	844,447		844,447
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, weighted average, beginning (in dollars per share)			$ 2.00
Vested, weighted average grant date fair value (in dollars per share)			1.70
Forfeited, weighted average grant date fair value (in dollars per share)			2.15
Unvested, weighted average, ending (in dollars per share)	$ 2.14		$ 2.14
Share-based compensation recognized cost	$ 0.1	$ 0.2	$ 0.4	$ 0.8
Unrecognized amount	$ 1.5		$ 1.5
Unrecognized cost, period for recognition			4 years 2 months 12 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Vesting period			3 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Vesting period			7 years

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Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan [Member] - $ / shares	9 Months Ended
	Sep. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance, in shares		3,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning balance (in shares)	270,742
Granted, number of shares (in shares)	788,926
Vested, number of shares (in shares)	(91,269)
Forfeited, number of shares (in shares)	(127,516)
Unvested, ending balance (in shares)	840,883
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, weighted average, beginning (in dollars per share)	$ 14.20
Granted, weighted average grant date fair value (in dollars per share)	7.86
Vested, weighted average grant date fair value (in dollars per share)	13.26
Forfeited, weighted average grant date fair value (in dollars per share)	9.00
Unvested, weighted average, ending (in dollars per share)	$ 9.18

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Consolidated Statement Of Stockholders' Equity (Deficit) (Parenthetical)	3 Months Ended
	Jun. 30, 2018 shares
Common Class A [Member]
Shares cancelled (in shares)	6,384,877
Issuance of shares in reorganization (in shares)	16,046,624
Issuance of shares (in shares)	16,668,000
Common Class B [Member]
Issuance of shares in reorganization (in shares)	15,486,560

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Allowance	$ 75	$ 59
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	140,000,000	140,000,000
Common stock, shares issued (in shares)	33,278,230	32,859,292
Common stock, shares outstanding (in shares)	33,278,230	32,859,292
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	35,000,000	35,000,000
Common stock, shares issued (in shares)	15,687,101	15,486,560
Common stock, shares outstanding (in shares)	15,687,101	15,486,560

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Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

	September 30, 2019		December 31, 2018
Line of credit, maturing June 2023	$	2,900	$	—
Term loan agreement, interest rate of 4.3% and 4.8% at September 30, 2019 and December 31, 2018, respectively, maturing June 2023		187,500		195,000
Revenue equipment installment notes with finance  companies, weighted average interest rate of 4.7% and 5.0% at September 30, 2019 and December 31, 2018, due in monthly installments with final maturities at various dates through February 2026, secured by related revenue equipment with a net book value of $225.0 million and $197.1 million at September 30, 2019 and December 31, 2018		210,666		184,867
Mortgage note payables, interest rates ranging from 6.26% to 6.99% at September 30, 2019 and December 31, 2018 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $20.5 million and $24.1 million at September 30, 2019 and December 31, 2018		18,041		18,861
Other		408		6,872
		419,515		405,600
Less: Debt issuance costs		(1,301)		(1,347)
Less: Current maturities of long-term debt		(75,269)		(106,383)
	$	342,945	$	297,870

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings per share

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net income (loss)	$	(1,463)	$	16,458	$	6,542	$	18,875
Net income (loss) attributable to noncontrolling interest		(17)		329		595		972
Net income (loss) attributable to common stockholders	$	(1,446)	$	16,129	$	5,947	$	17,903
Basic weighted average of outstanding shares of common stock		48,984		48,296		48,709		23,118
Dilutive effect of equity awards		—		1,301		580		520
Diluted weighted average of outstanding shares of common stock		48,984		49,597		49,289		23,638
Basic earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.77
Diluted earnings (loss) per share	$	(0.03)	$	0.33	$	0.12	$	0.76

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Leases - Lease Term and Discount Rate (Details)	Sep. 30, 2019
Lessee Disclosure [Abstract]
Weighted average remaining lease term, operating leases	4 years
Discount rate, operating leases (as a percent)	5.30%
Weighted average remaining lease term, finance leases	3 years 3 months 18 days
Discount rate, finance leases (as a percent)	4.60%

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Leases (Details)	Sep. 30, 2019
Minimum [Member]
Lessee, Lease, Description [Line Items]
Operating lease term	1 year
Finance lease Term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Operating lease term	10 years
Finance lease Term	10 years

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Noncontrolling Interest (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)
Noncontrolling Interest [Line Items]
Purchase of noncontrolling interest	$ 8,700	$ 8,659
Total Transportation Of Mississippi [Member]
Noncontrolling Interest [Line Items]
Ownership in noncontrolling interest (as a percent)	10.00%	10.00%
Additional Paid-in Capital [Member]
Noncontrolling Interest [Line Items]
Purchase of noncontrolling interest	$ 5,200	$ 5,187
Noncontrolling Interest [Member]
Noncontrolling Interest [Line Items]
Purchase of noncontrolling interest	$ 3,500	$ 3,472

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Income Taxes

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

Income Taxes

5.        Income Taxes

The Company’s provision for income taxes for the nine months ended September 30, 2019 and 2018 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, 2019 and 2018 (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income (loss) before Income Taxes	$	(2,276)		$	18,137		$	8,045		$	19,956
Income tax provision (benefit)		(813)			1,679			1,503			1,081
Effective tax rate		35.7	%		9.3	%		18.7	%		5.4	%

The difference between the Company’s effective tax rate for the three and nine months ended September 30, 2019 and 2018 and the US statutory rate of 21% primarily relates to nondeductible expenses, nontaxable insurance benefits, federal income tax credits, state income taxes (net of federal benefit), Global Intangible Low-Taxed Income earned by certain foreign subsidiaries, the effect of taxes on foreign earnings and certain discrete items.

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Share-based Compensation

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-based Compensation

9.        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 offering. The Company has reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. 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, 2019:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2018	270,742	$	14.20
Granted	788,926		7.86
Vested	(91,269)		13.26
Forfeited	(127,516)		9.00
Unvested at September 30, 2019	840,883	$	9.18

Service based restricted stock grants vest over periods of one to five years and account for 665,883 of the unvested shares. Performance based awards account for 175,000 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 service based awards of $0.6 million and $1.8 million during the three and nine months ended September 30, 2019, respectively and $0.4 million for the three and nine months ended September 30, 2018. At September 30, 2019, the Company had $4.9 million in unrecognized compensation expense related to the service based restricted stock awards which is expected to be recognized over a weighted average period of approximately 2.9 years.

The following is a summary of the Incentive Plan stock option activity from December 31, 2018 to September 30, 2019:

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2018	177,260	$	6.09
Granted	244,785		4.41
Vested	(44,312)		6.09
Forfeited/Canceled	(24,631)		6.09
Unvested at September 30, 2019	353,102	$	4.93

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 $0.4 million during the three and nine months ended September 30, 2019, respectively and $0.1 million for the three and nine months ended September 30, 2018. The fair value of the stock options granted during 2019 was estimated using the Black-Scholes method as of the grant date using the following assumptions:

Strike price	$	9.40
Risk-free interest rate		2.50	%
Expected dividend yield		0	%
Expected volatility		45.65	%
Expected term (in years)		6.25

At September 30, 2019, the Company had $1.3 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a weighted average period of approximately 2.9 years.

Pre-IPO Restricted Stock Units

The following is a summary of the activity related to restricted stock units issued prior to the IPO for the nine months ended September 30, 2019:

	Number of	Weighted
	Units	Average
Unvested at December 31, 2018	1,401,674	$	2.00
Vested	(453,334)		1.70
Forfeited	(103,893)		2.15
Unvested at September 30, 2019	844,447	$	2.14

The vesting schedule for these restricted unit grants range from 3 to 7 years. The Company recognized compensation expense of $0.1 million and $0.4 million during the three and nine months ended September 30, 2019, respectively, and $0.2 million and $0.8 million during the three and nine months ended September 30, 2018, respectively. At September 30, 2019, the Company had approximately $1.5 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of approximately 4.2 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 became effective. The Company has reserved an aggregate of 2.3 million shares of its Class A common stock for issuance of 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 first offering period commenced on January 1, 2019 and we recognized compensation expense of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively, associated with the plan.

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Fair Value Measurements - Changes in Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Balance at beginning of year	$ 1,793	$ 1,985
Divestiture of Xpress Internacional	$ (1,793)
Forward Contract Adjustment		8
Balance at end of period		$ 1,993

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Segment Information - Summary of Geographical Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Total Operating Revenue	$ 428,503	$ 460,227	$ 1,257,728	$ 1,335,693
UNITED STATES
Segment Reporting Information [Line Items]
Total Operating Revenue	$ 428,503	446,822	1,255,356	1,295,900
MEXICO
Segment Reporting Information [Line Items]
Total Operating Revenue		$ 13,405	$ 2,372	$ 39,793

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Fair Value Measurements - Liabilities Measured at Fair Value (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Fair Value, Inputs, Level 3 [Member] | Forward Contracts [Member]
Derivative [Line Items]
Derivative liabilities	$ 1,793

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Share-based Compensation - Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Unvested, beginning balance (in shares) | shares	177,260
Granted (in shares) | shares	244,785
Vested (in shares) | shares	(44,312)
Forfeited/Canceled (in shares) | shares	(24,631)
Unvested, ending balance (in shares) | shares	353,102
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares	$ 6.09
Granted, weighted average grant date fair value (in dollars per share) | $ / shares	4.41
Vested, weighted average grant date fair value (in dollars per share) | $ / shares	6.09
Forfeited/Canceled, weighted average grant date fair value (in dollars per share) | $ / shares	6.09
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares	$ 4.93

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Leases - Future Minimum Lease Payments - ASC840 (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2019	$ 7,797
2020	7,564
2021	4,086
2022	1,427
2023	1,427
Thereafter	297
Capital Leases, Future Minimum Payments Due, Total	22,598
Less: Amount representing interest	(2,285)
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Total	20,313
Less: Current portion, pre-adoption	(6,711)
Capital Lease Obligations, Noncurrent, Total, pre-adoption	13,602
Operating lease maturities ASC840
2019	60,303
2020	42,632
2021	35,302
2022	20,751
2023	15,884
Thereafter	14,080
Operating Leases, Future Minimum Payments Due, Total	$ 188,952

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

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

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

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2018 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, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018.

Lessee, Leases [Policy Text Block]

Leases

We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant.

Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017‑04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment testing process. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. The provisions of this update are effective for fiscal years beginning after December 15, 2019. The Company has evaluated the provisions of the pronouncement and does not expect the adoption of ASU 2017‑04 will have a material impact on the consolidated financial statements.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842),” and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 842”), in order to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. We adopted ASC 842 using the modified retrospective approach and applied the transition provisions with an effective date as of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting originally in effect for such periods. We elected the “package of practical expedients” under ASC 842 which permits us to not reassess our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. We also elected the practical expedient to not reassess certain land easements. We did not elect the use-of-hindsight practical expedient during the transition of ASC 842. Adoption of ASC 842 resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of approximately $183.0 million. The adoption of ASC 842 also resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing, and uncertainty of cash flows arising from leases. See the “Leases” section of this note and Note 6, Leases for additional information.

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Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Nonvested Restricted Stock Shares Activity [Table Text Block]

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2018	270,742	$	14.20
Granted	788,926		7.86
Vested	(91,269)		13.26
Forfeited	(127,516)		9.00
Unvested at September 30, 2019	840,883	$	9.18

Share-based Payment Arrangement, Option, Activity [Table Text Block]

		Weighted
	Number of	Average Grant
	Units	Date Fair Value
Unvested at December 31, 2018	177,260	$	6.09
Granted	244,785		4.41
Vested	(44,312)		6.09
Forfeited/Canceled	(24,631)		6.09
Unvested at September 30, 2019	353,102	$	4.93

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Strike price	$	9.40
Risk-free interest rate		2.50	%
Expected dividend yield		0	%
Expected volatility		45.65	%
Expected term (in years)		6.25

Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

	Number of	Weighted
	Units	Average
Unvested at December 31, 2018	1,401,674	$	2.00
Vested	(453,334)		1.70
Forfeited	(103,893)		2.15
Unvested at September 30, 2019	844,447	$	2.14

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Organization and Operations (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2018 shares	Jun. 30, 2018 shares	Sep. 30, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares
Organization and Operations [Line Items]
Number of reportable segments			2
Preferred stock, shares authorized (in shares)			9,333,333
Common Class A [Member]
Organization and Operations [Line Items]
Issuance of shares (in shares)	16,668,000	16,668,000
Common stock, shares authorized (in shares)			140,000,000	140,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.01	$ 0.01
Common Class B [Member]
Organization and Operations [Line Items]
Common stock, shares authorized (in shares)			35,000,000	35,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.01	$ 0.01

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.        Summary of Significant Accounting Policies

Basis of Presentation

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

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

Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2018 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, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. 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, 2018.

Leases

We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant.

Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.

Recently Issued Accounting Standards

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017‑04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment testing process. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. The provisions of this update are effective for fiscal years beginning after December 15, 2019. The Company has evaluated the provisions of the pronouncement and does not expect the adoption of ASU 2017‑04 will have a material impact on the consolidated financial statements.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842),” and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 842”), in order to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. We adopted ASC 842 using the modified retrospective approach and applied the transition provisions with an effective date as of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting originally in effect for such periods. We elected the “package of practical expedients” under ASC 842 which permits us to not reassess our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. We also elected the practical expedient to not reassess certain land easements. We did not elect the use-of-hindsight practical expedient during the transition of ASC 842. Adoption of ASC 842 resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of approximately $183.0 million. The adoption of ASC 842 also resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing, and uncertainty of cash flows arising from leases. See the “Leases” section of this note and Note 6, Leases for additional information.

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating activities
Net income	$ 6,542	$ 18,875
Adjustments to reconcile net income to net cash provided by operating activities:
Early extinguishment of debt		7,753
Deferred income tax provision	1,018	3,458
Depreciation and amortization	68,813	68,687
Losses on sale of equipment	5,685	4,709
Share based compensation	2,810	1,356
Other	783	(2,091)
Interest paid (received) in kind		(7,516)
Gain on sale of subsidiary	(670)
Changes in operating assets and liabilities:
Receivables	(5,650)	(30,102)
Prepaid insurance and licenses	(12,189)	(9,754)
Operating supplies	(443)	(96)
Other assets	(4,800)	(4,190)
Accounts payable and other accrued liabilities	22,076	(11,531)
Accrued wages and benefits	(729)	5,304
Net cash provided by operating activities	83,246	44,862
Investing activities
Payments for purchases of property and equipment	(127,899)	(125,556)
Proceeds from sales of property and equipment	33,301	36,915
Other	(2,000)	(500)
Sale of subsidiary, net of cash	(6,432)
Net cash used in investing activities	(103,030)	(89,141)
Financing activities
Borrowings under lines of credit	56,200	219,332
Payments under lines of credit	(53,300)	(248,665)
Borrowings under long-term debt	78,803	289,943
Payments of long-term debt	(73,472)	(464,375)
Payments of financing costs and original issue discount	(170)	(4,162)
Proceeds from IPO, net of issuance costs		246,685
Payments of long-term consideration for business acquisition	(990)	(1,010)
Purchase of noncontrolling interest	(8,659)
Tax withholding related to net share settlement of restricted stock awards	(44)
Proceeds from issuance of common stock under ESPP	349
Repurchase of membership units		(217)
Book overdraft	3,833	3,626
Net cash provided by financing activities	2,550	41,157
Change in cash previously included in assets held for sale	11,784
Net change in cash and cash equivalents	(5,450)	(3,122)
Cash and cash equivalents:
Beginning of period	9,892	9,232
End of period	4,442	6,110
Supplemental disclosure of cash flow information
Cash paid during the year for interest	16,102	42,306
Cash paid during the year for income taxes	311	1,368
Supplemental disclosure of significant noncash investing and financing activities
Debt obligations relieved in conjunction with the divestiture of Xpress Internacional	7,109
Property and equipment amounts accrued in accounts payable	1,622
Capital lease extinguishments	40	1,096
Uncollected proceeds from asset sales	$ 1,607	$ 231

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Oct. 31, 2019
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Entity Registrant Name	US XPRESS ENTERPRISES INC
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000923571
Amendment Flag	false
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,687,101
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		33,278,230

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Share-based Compensation - Omnibus Plan Other Information (Details) - The 2018 Omnibus Incentive Plan [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	840,883		840,883
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	175,000		175,000
Service-Based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	665,883		665,883
Share-based compensation recognized cost	$ 0.6	$ 0.4	$ 1.8	$ 0.4
Unrecognized amount	$ 4.9		$ 4.9
Unrecognized cost, period for recognition			2 years 10 months 24 days

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Leases - Futures maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Finance Lease, Liability, Payment, Due [Abstract]
2019	$ 1,333
2020	7,522
2021	4,081
2022	1,423
2023	1,423
Thereafter	296
Finance Lease, Liability, Payment, Due, Total	16,078
Less: Amount representing interest	(1,432)
Total	14,646
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2019	21,375
2020	77,376
2021	66,349
2022	51,564
2023	35,572
Thereafter	23,728
Lessee, Operating Lease, Liability, Payments, Due, Total	275,964
Less: Amount representing interest	(26,118)
Total	$ 249,846

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Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan [Member] shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2018 shares
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Shares reserved for future issuance, in shares | shares			2.3
Purchase election as percentage of compensation		15
Purchase price per share, as percentage of fair market value		85
Share-based compensation recognized cost | $	$ 0.1	$ 0.2

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Jan. 01, 2019	Sep. 30, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease, Practical Expedients, Package [true false]	true
Lease, Practical Expedient, Land Easement [true false]	true
Lease, Practical Expedient, Use of Hindsight [true false]	false
Operating leased asset		$ 250,062
Total		$ 249,846
Restatement Adjustment [Member] | Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating leased asset	$ 183,000
Total	$ 183,000

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Income (loss) before Income Taxes	$	(2,276)		$	18,137		$	8,045		$	19,956
Income tax provision (benefit)		(813)			1,679			1,503			1,081
Effective tax rate		35.7	%		9.3	%		18.7	%		5.4	%

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

	2019
	Fair Value		Input Level
Liabilities
Forward Contract	$	—	—

	2018
	Fair Value		Input Level
Liabilities
Forward Contract	$	1,793	3

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Nine Months Ended
	September 30,
	2019		2018
Balance at beginning of year	$	1,793	$	1,985
Divesture of Xpress Internacional		(1,793)		—
Forward Contract Adjustment		—		8
Balance at end of period	$	—	$	1,993

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Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues
Revenue	$ 428,503	$ 460,227	$ 1,257,728	$ 1,335,693
Operating expenses
Salaries, wages, and benefits	134,887	128,117	389,971	400,742
Fuel and fuel taxes	47,460	57,423	141,738	173,516
Vehicle rents	19,470	19,497	57,025	58,912
Depreciation and amortization, net of (gain) loss on sale of property	26,684	24,541	74,498	73,396
Operating expenses and supplies	29,525	30,538	87,438	89,402
Insurance premiums and claims	19,570	25,128	63,189	64,463
Operating taxes and licenses	3,533	3,522	10,112	10,432
Communications and utilities	2,209	2,258	6,659	7,149
General and other operating expenses	19,450	16,579	54,044	49,728
Gain on sale of subsidiary			(670)
Total operating expenses	425,221	437,335	1,233,021	1,277,929
Operating income	3,282	22,892	24,707	57,764
Other expense (income)
Interest expense, net	5,467	4,815	16,366	29,771
Early extinguishment of debt				7,753
Equity in loss of affiliated companies	91	73	270	250
Other, net		(133)	26	34
Nonoperating Income (Expense), Total	(5,558)	(4,755)	(16,662)	(37,808)
Income before income tax provision	(2,276)	18,137	8,045	19,956
Income tax provision	(813)	1,679	1,503	1,081
Net total and comprehensive income (loss)	(1,463)	16,458	6,542	18,875
Net total and comprehensive income (loss) attributable to noncontrolling interest	(17)	329	595	972
Net total and comprehensive income(loss) attributable to controlling interest	$ (1,446)	$ 16,129	$ 5,947	$ 17,903
Earnings (loss) per share
Basic earnings (loss) per share (in dollars per share)	$ (0.03)	$ 0.33	$ 0.12	$ 0.77
Basic weighted average shares outstanding (in shares)	48,984	48,296	48,709	23,118
Diluted earnings (loss) per share (in dollars per share)	$ (0.03)	$ 0.33	$ 0.12	$ 0.76
Diluted weighted average shares outstanding (in shares)	48,984	49,597	49,289	23,638
Cargo and Freight [Member]
Revenues
Revenue	$ 386,666	$ 413,887	$ 1,133,162	$ 1,199,553
Fuel Surcharge [Member]
Revenues
Revenue	41,837	46,340	124,566	136,140
Shipping and Handling [Member]
Operating expenses
Purchased transportation	$ 122,433	$ 129,732	$ 349,017	$ 350,189

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Organization and Operations

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations

1.        Organization and Operations

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

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

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Long-term Debt - Other information (Details) - USD ($) $ in Millions	4 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2019	Jun. 30, 2018
Debt Instrument [Line Items]
Letters of credit outstanding		$ 31.7	$ 31.7
Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Commitment fee, as a percent		0.25%
Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Commitment fee, as a percent		0.35%
Credit Facility [Member] | Base Rate Loans [Member] | Minimum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent			0.75%
Credit Facility [Member] | Base Rate Loans [Member] | Maximum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent			1.50%
Credit Facility [Member] | Base Rate Loans [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Basis spread on variable rate, as a percent	1.25%
Credit Facility [Member] | Eurodollar Rate Loans [Member] | Minimum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent			1.75%
Credit Facility [Member] | Eurodollar Rate Loans [Member] | Maximum [Member]
Debt Instrument [Line Items]
Quarterly adjustment to rate, as a percent			2.50%
Credit Facility [Member] | Eurodollar Rate Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Basis spread on variable rate, as a percent	2.25%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity		$ 150.0	$ 150.0	$ 150.0
Letters of credit outstanding		31.7	31.7
Amount available to borrow		115.4	115.4
Amount outstanding		2.9	2.9
Letter of Credit [Member]
Debt Instrument [Line Items]
Borrowing capacity		75.0	75.0
Swingline Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity		15.0	15.0
Term Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity				$ 200.0
Amount outstanding		$ 187.5	187.5
Term Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Periodic payment, as a percentage of face amount		1.25%
Term Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Periodic payment, as a percentage of face amount		2.50%
Accordion Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity		$ 75.0	$ 75.0

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Divesture of Xpress Internacional (Details) $ in Thousands	1 Months Ended		3 Months Ended
	Jan. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($)	Jun. 30, 2019 USD ($)
Tractors [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Fair value of assets held for sale	$ 2,500		$ 1,800
Xpress International [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership interest, as a percent	95.00%
Cash proceeds	$ 4,500
Note received in disposal	6,000		1,500
Contingent consideration received in disposal	$ 2,500
Number of tractors sold | item	110
Impairment recognized		$ 10,700
Subsequent gain			$ 700

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Leases - Cash Flow Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Lessee Disclosure [Abstract]
Cash paid for operating leases included in operating activities	$ 59,156
Cash paid for finance leases included in operating activities	848
Cash paid for finance leases included in financing activities	5,624
Operating lease right-of-use assets obtained in exchange for lease obligations	116,222
Operating lease right-of-use assets and liabilities relieved in conjunction with divestiture	$ 2,018

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Long-term Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Long-Term Debt

6.        Long-Term Debt

Long-term debt at September 30, 2019 and December 31, 2018 consists of the following (in thousands):

	September 30, 2019		December 31, 2018
Line of credit, maturing June 2023	$	2,900	$	—
Term loan agreement, interest rate of 4.3% and 4.8% at September 30, 2019 and December 31, 2018, respectively, maturing June 2023		187,500		195,000
Revenue equipment installment notes with finance  companies, weighted average interest rate of 4.7% and 5.0% at September 30, 2019 and December 31, 2018, due in monthly installments with final maturities at various dates through February 2026, secured by related revenue equipment with a net book value of $225.0 million and $197.1 million at September 30, 2019 and December 31, 2018		210,666		184,867
Mortgage note payables, interest rates ranging from 6.26% to 6.99% at September 30, 2019 and December 31, 2018 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $20.5 million and $24.1 million at September 30, 2019 and December 31, 2018		18,041		18,861
Other		408		6,872
		419,515		405,600
Less: Debt issuance costs		(1,301)		(1,347)
Less: Current maturities of long-term debt		(75,269)		(106,383)
	$	342,945	$	297,870

Credit Facility

In June 2018, we entered into a new credit facility (the “Credit Facility”) that contains a $150.0 million revolving component (the “Revolving Facility”) and a $200.0 million term loan component (the “Term Facility”). The Credit Facility contains an accordion feature that, so long as no event of default exists, allows us to request an increase in the borrowing amounts under the Revolving Facility or the Term Facility by a combined maximum amount of $75.0 million. 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 agent’s prime rate plus an applicable margin that was set at 1.25% through September 30, 2018 and adjusted quarterly thereafter between 0.75% and 1.50% based on our consolidated net leverage ratio. Eurodollar rate loans will accrue interest at London Interbank Offered Rate, or a comparable or successor rate approved by the administrative agent, plus an applicable margin that was set at 2.25% through September 30, 2018 and adjusted quarterly thereafter between 1.75% and 2.50% based on our consolidated net leverage ratio. The Credit Facility requires payment of a commitment fee on the unused portion of the Revolving Facility commitment of between 0.25% and 0.35% based on our consolidated net leverage ratio. In addition, the Revolving Facility includes, within its $150.0 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 $15.0 million. The Term Facility has scheduled quarterly principal payments between 1.25% and 2.50% of the original face amount of the Term Facility plus any additional amount borrowed pursuant to the accordion feature of the Term Facility. The Credit Facility will mature on June 18, 2023.

On September 30, 2019, we entered into the First Amendment to the Credit Facility, which among other things, amended certain financial covenants to gain additional flexibility to operate our business in the normal course and continue to invest in the future.

Borrowings under the Credit Facility are prepayable at any time without premium and are subject to mandatory prepayment from the net proceeds of certain asset sales and other borrowings. The Credit Facility is secured by a pledge of substantially all of our assets, excluding, among other things, certain real estate and revenue equipment financed outside the Credit Facility.

The Credit Facility contains restrictive covenants including, among other things, restrictions on our ability to incur additional indebtedness or issue guarantees, to create liens on our assets, to make distributions on or redeem equity interests, to make investments, to transfer or sell properties or other assets and to engage in mergers, consolidations, or acquisitions. In addition, the Credit Facility requires us to meet specified financial ratios and tests, including a maximum leverage ratio and a minimum interest coverage ratio.

At September 30, 2019, the Revolving Facility had issued collateralized letters of credit in the face amount of $31.7 million, with $2.9 million borrowings outstanding and $115.4 million available to borrow and the Term Facility had $187.5 million outstanding.

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. At September 30, 2019, the Company was in compliance with all financial covenants prescribed by the Credit Facility.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

10.       Fair Value Measurements

Accounting standards, among other things, define fair value, establish a framework for measuring fair value and expand disclosure about such fair value measurements. Assets and liabilities measured at fair value are based on one or more of three valuation techniques provided for in the standard.

The standards clarify that fair value is an exit price, representing the amount that would be received to sell an asset, based on the highest and best use of the asset, or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for evaluating such assumptions, the standards establish a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows:

Level 1           Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2          Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

Level 3          Unobservable inputs, only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.

The following table summarizes liabilities measured at fair value at September 30, 2019 and December 31, 2018 (in thousands):

	2019
	Fair Value		Input Level
Liabilities
Forward Contract	$	—	—

	2018
	Fair Value		Input Level
Liabilities
Forward Contract	$	1,793	3

The following table summarizes the changes in the fair value of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2019 and 2018 (in thousands):

	Nine Months Ended
	September 30,
	2019		2018
Balance at beginning of year	$	1,793	$	1,985
Divesture of Xpress Internacional		(1,793)		—
Forward Contract Adjustment		—		8
Balance at end of period	$	—	$	1,993

At December 31, 2018, the physically settled forward contract was reclassified to long term liabilities associated with assets held for sale and in January 2019 relieved in conjunction with the disposal of Xpress Internacional.

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Earnings Per Share (Details) - shares	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings per share
Antidilutive securities excluded from computation of earnings per share	0	1,639,577	398,260	643,988	398,260