UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) |
or organization) | |
(Address of principal executive offices) | (Zip Code) |
(
(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 |
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.
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).
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 ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No ☒ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date April 30, 2023.
Class A Common Stock, $0.01 par value:
Class B Common Stock, $0.01 par value:
PART I | ||
Page | ||
Item 1. | Unaudited Condensed Consolidated Financial Statements Three Months Ended March 31, 2023 and 2022 | |
3 | ||
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | 4 | |
5 | ||
Unaudited Condensed Consolidated Statement of Stockholders’ Equity | 6 | |
Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | |
39 | ||
39 | ||
Page | ||
39 | ||
39 | ||
40 | ||
40 | ||
41 | ||
41 | ||
41 |
Page 2
U.S. Xpress Enterprises, Inc.
Unaudited Condensed Consolidated Balance Sheets
March 31, 2023 and December 31, 2022
March 31, | December 31, | |||||
(in thousands, except share amounts) |
| 2023 |
| 2022 | ||
Assets |
|
|
|
| ||
Current assets |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Customer receivables, net of allowance of $ |
| |
| | ||
Other receivables |
| |
| | ||
Prepaid insurance and licenses |
| |
| | ||
Operating supplies |
| |
| | ||
Assets held for sale |
| |
| | ||
Other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property and equipment, at cost |
| |
| | ||
Less accumulated depreciation and amortization |
| ( |
| ( | ||
Net property and equipment |
| |
| | ||
Other assets |
|
|
|
| ||
Operating lease right of use assets |
| |
| | ||
Goodwill |
| |
| | ||
Intangible assets, net |
| |
| | ||
Deferred tax assets | | — | ||||
Other |
| |
| | ||
Total other assets |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity |
|
|
|
| ||
Current liabilities |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Book overdraft |
| |
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Accrued wages and benefits |
| |
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Claims and insurance accruals, current |
| |
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Other accrued liabilities |
| |
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Current portion of operating lease liabilities |
| |
| | ||
Current maturities of long-term debt and finance leases |
| |
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Total current liabilities |
| |
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Long-term debt and finance leases, net of current maturities |
| |
| | ||
Less unamortized discount and debt issuance costs |
| ( |
| ( | ||
Net long-term debt and finance leases |
| |
| | ||
Deferred income taxes |
| — |
| | ||
Other long-term liabilities |
| |
| | ||
Claims and insurance accruals, long-term |
| |
| | ||
Noncurrent operating lease liabilities |
| |
| | ||
Commitments and contingencies (Note 7) |
|
| ||||
Stockholders' equity | ||||||
Common stock Class A, $ |
| |
| | ||
Common stock Class B, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Retained deficit |
| ( |
| ( | ||
Stockholders' equity |
| |
| | ||
Noncontrolling interest |
| |
| | ||
Total stockholders' equity |
| |
| | ||
Total liabilities and stockholders' equity | $ | | $ | |
See Notes to Unaudited Condensed Consolidated Financial Statements
Page 3
U.S. Xpress Enterprises, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended March, 2023 and 2022
Three Months Ended | |||||||
March 31, | |||||||
(in thousands, except per share amounts) |
| 2023 |
| 2022 |
| ||
Operating revenue |
|
|
|
|
| ||
Revenue, before fuel surcharge | $ | | $ | | |||
Fuel surcharge |
| |
| | |||
Total operating revenue |
| |
| | |||
Operating expenses |
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|
|
| |||
Salaries, wages, and benefits |
| |
| | |||
Fuel and fuel taxes |
| |
| | |||
Vehicle rents |
| |
| | |||
Depreciation and amortization, net of (gain) loss on sale of property |
| |
| | |||
Purchased transportation |
| |
| | |||
Operating expenses and supplies |
| |
| | |||
Insurance premiums and claims |
| |
| | |||
Operating taxes and licenses |
| |
| | |||
Communications and utilities |
| |
| | |||
General and other operating expenses |
| |
| | |||
Total operating expenses |
| |
| | |||
Operating loss |
| ( |
| ( | |||
Other expense |
|
|
|
| |||
Interest expense, net |
| |
| | |||
Other expense |
| |
| | |||
| |
| | ||||
Loss before income tax benefit |
| ( |
| ( | |||
Income tax benefit |
| ( |
| ( | |||
Net total and comprehensive loss |
| ( |
| ( | |||
Net total and comprehensive income (loss) attributable to noncontrolling interest |
| |
| ( | |||
Net total and comprehensive loss attributable to controlling interest | $ | ( | $ | ( | |||
Loss per share |
|
|
|
| |||
Basic and diluted loss per share | $ | ( | $ | ( | |||
Basic and diluted weighted average shares outstanding |
| |
| |
See Notes to Unaudited Condensed Consolidated Financial Statements
Page 4
U.S. Xpress Enterprises, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2023 and 2022
Three Months Ended March 31, | ||||||
(in thousands) |
| 2023 |
| 2022 | ||
Operating activities |
|
|
|
| ||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
| ||||
Deferred income tax benefit |
| ( |
| ( | ||
Depreciation and amortization |
| |
| | ||
(Gains) losses on sale of equipment |
| |
| ( | ||
Share based compensation |
| |
| | ||
Other |
| |
| ( | ||
Unrealized loss on equity investment | | | ||||
Changes in operating assets and liabilities: |
|
|
| |||
Receivables |
| |
| ( | ||
Prepaid insurance and licenses |
| ( |
| ( | ||
Operating supplies |
| |
| ( | ||
Other assets |
| |
| ( | ||
Accounts payable and other accrued liabilities |
| |
| | ||
Accrued wages and benefits |
| ( |
| | ||
Net cash used in operating activities |
| ( |
| ( | ||
Investing activities |
|
|
|
| ||
Payments for purchases of property and equipment |
| ( |
| ( | ||
Proceeds from sales of property and equipment |
| |
| | ||
Net cash used in investing activities |
| ( |
| ( | ||
Financing activities |
|
|
|
| ||
Borrowings under lines of credit |
| |
| | ||
Payments under lines of credit |
| ( |
| ( | ||
Borrowings under long-term debt |
| |
| | ||
Payments of long-term debt and finance leases |
| ( |
| ( | ||
Tax withholding related to net share settlement of restricted stock awards |
| ( |
| ( | ||
Proceeds from issuance of common stock under ESPP | | | ||||
Proceeds from long-term consideration for sale of subsidiary |
| |
| | ||
Book overdraft |
| |
| | ||
Net cash provided by financing activities |
| |
| | ||
Net change in cash and cash equivalents |
| | ( | |||
Cash and cash equivalents |
|
|
| |||
Beginning of year |
| |
| | ||
End of period | $ | | $ | | ||
Supplemental disclosure of cash flow information |
|
|
|
| ||
Cash paid during the year for interest | $ | | $ | | ||
Cash paid during the year for income taxes |
| — |
| | ||
Supplemental disclosure of significant noncash investing and financing activities |
|
| ||||
Property and equipment accrued in accounts payable | $ | | $ | | ||
Uncollected proceeds from asset sales | — | |
See Notes to Unaudited Condensed Consolidated Financial Statements
Page 5
U.S. Xpress Enterprises, Inc.
Unaudited Condensed Consolidated Statement of Stockholders' Equity
Three months ended March 31, 2023 and 2022
Additional | Non | Total | ||||||||||||||||
Class A | Class B | Paid | Retained | Controlling | Stockholders' | |||||||||||||
(in thousands, except share amounts) |
| Stock |
| Stock |
| In Capital |
| Earnings (Deficit) |
| Interest |
| Equity | ||||||
Balances at December 31, 2022 | $ | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Share based compensation |
| — |
| — |
| |
| — |
| — |
| | ||||||
Vesting of restricted stock |
| |
| |
| ( |
| — |
| — |
| ( | ||||||
Conversion of Class B stock to Class A stock | | ( | — | — | — | — | ||||||||||||
Issuance of common stock under ESPP | | — | | — | — | | ||||||||||||
Net income (loss) |
| — |
| — |
| — |
| ( |
| |
| ( | ||||||
Balances at March 31, 2023 | $ | | $ | | $ | | $ | ( | $ | | $ | |
Additional | Non | Total | ||||||||||||||||
Class A | Class B | Paid | Retained | Controlling | Stockholders' | |||||||||||||
(in thousands, except share amounts) |
| Stock |
| Stock |
| In Capital |
| Earnings (Deficit) |
| Interest |
| Equity | ||||||
Balances at December 31, 2021 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Share based compensation |
| — | — | | — | — |
| | ||||||||||
Vesting of restricted stock | | | ( | — | — | ( | ||||||||||||
Issuance of common stock under ESPP | | — | | — | — | | ||||||||||||
Net loss |
| — | — | — | ( | ( |
| ( | ||||||||||
Balances at March 31, 2022 | $ | | $ | | $ | | $ | ( | $ | | $ | |
See Notes to Unaudited Condensed Consolidated Financial Statements
Page 6
U.S. Xpress Enterprises, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2023
1. Organization and Operations
U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and third-party carriers through our asset-light freight brokerage network. The Company has
Under our Articles of Incorporation, our authorized capital stock consists of
2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature.
Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2022 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2022.
Impairment of Long Lived Assets
The Company reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of the expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. During the three months ended
Page 7
March 31, 2022, we incurred a non-cash adjustment of $
3. Income Taxes
The Company’s provision for income taxes for the three months ended March 31, 2023 and 2022 is based on the estimated annual effective tax rate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three months ended March 31, 2023 and 2022 (in thousands):
Three Months Ended |
| ||||||
March 31, |
| ||||||
| 2023 |
| 2022 |
| |||
Loss before income tax benefit | $ | ( | $ | ( | |||
Income tax benefit |
| ( |
| ( | |||
Effective tax rate | | % |
| | % |
The difference between the Company’s effective tax rate for the three months ended March 31, 2023 and 2022 and the US statutory rate of
4. Investments
At March 31, 2021, we held a $
Page 8
5. Long-Term Debt
Long-term debt at March 31, 2023 and December 31, 2022 consists of the following (in thousands):
| March 31, 2023 |
| December 31, 2022 | |||
Line of credit, maturing January 2025 | $ | | $ | | ||
Revenue equipment installment notes with finance companies, weighted average interest rate of | | | ||||
Mortgage note payables, interest rates ranging from |
| |
| | ||
Other |
| |
| | ||
| |
| | |||
Less: Debt issuance costs |
| ( |
| ( | ||
Less: Current maturities of long-term debt |
| ( |
| ( | ||
$ | | $ | |
Credit Facility
On January 28, 2020, we entered into a new credit facility (the “Credit Facility”) and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $
The Credit Facility is a
Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $
Page 9
or revolving credit facility or (B) $
The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.
At March 31, 2023, the Credit Facility had issued collateralized letters of credit in the face amount of $
6. Leases
We have operating and
The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands):
|
| March 31, | December 31, | |||||
Leases | Classification | 2023 | 2022 | |||||
Assets |
|
|
|
|
| |||
Operating |
| Operating lease right-of-use assets | $ | | $ | | ||
Finance |
|
| |
| | |||
Total leased assets |
|
| $ | | $ | | ||
Liabilities |
|
|
|
|
|
| ||
Current |
|
|
|
|
|
| ||
Operating |
| Current portion of operating lease liabilities | $ | | $ | | ||
Finance |
|
| |
| | |||
Noncurrent |
|
|
|
| ||||
Operating |
| Noncurrent operating lease liabilities |
| |
| | ||
Finance |
|
| |
| | |||
Total lease liabilities |
|
| $ | | $ | |
The table below presents certain information related to the lease costs for finance and operating leases (in thousands):
Three Months Ended | ||||||||
March 31, | ||||||||
Lease Cost |
| Classification |
| 2023 |
| 2022 | ||
Operating lease cost |
| Vehicle rents and General and other operating | $ | | $ | | ||
Finance lease cost: |
|
|
|
|
| |||
Amortization of finance lease assets |
| Depreciation and amortization |
| |
| | ||
Interest on lease liabilities |
| Interest expense |
| |
| | ||
Short-term lease cost |
| Vehicle rents and General and other operating |
| |
|
| | |
Total lease cost |
|
| $ | | $ | |
Page 10
Three Months Ended | ||||||
March 31, | ||||||
Cash Flow Information |
| 2023 |
| 2022 | ||
Cash paid for operating leases included in operating activities | $ | | $ | | ||
Cash paid for finance leases included in operating activities | $ | | $ | | ||
Cash paid for finance leases included in financing activities | $ | | $ | | ||
Operating lease right-of-use assets obtained in exchange for lease obligations | $ | | $ | | ||
Noncash lease expense was $
March 31, 2023 | |||||
Weighted‑Average | Weighted- |
| |||
Remaining Lease | Average |
| |||
Lease Term and Discount Rate |
| Term (years) |
| Discount Rate |
|
Operating leases |
| | % | ||
Finance leases |
| | % | ||
March 31, 2022 | |||||
Weighted‑Average | Weighted- |
| |||
Remaining Lease | Average |
| |||
Lease Term and Discount Rate |
| Term (years) |
| Discount Rate |
|
Operating leases |
|
| | % | |
Finance leases |
|
| | % |
As of March 31, 2023, future maturities of lease liabilities were as follows (in thousands):
March 31, 2023 | ||||||
| Finance |
| Operating | |||
2023 | $ | | $ | | ||
2024 |
| |
| | ||
2025 |
| |
| | ||
2026 |
| |
| | ||
2027 |
| |
| | ||
Thereafter |
| |
| | ||
| |
| | |||
Less: Amount representing interest |
| ( |
| ( | ||
$ | | $ | |
We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $
7. Commitments and Contingencies
The Company is party to certain legal proceedings incidental to its business. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we will disclose them in this footnote.
Page 11
California Wage and Hour Class Action Litigation
On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino (the “California Wage and Hour Class Action Litigation”). The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class consisted of all employee drivers who resided in California and who have driven in the State of California on behalf of U.S. Xpress, Inc. at any time since December 23, 2011. The case alleged that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class sought a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest.
On February 10, 2023, the parties reached an agreement to settle the California Wage and Hour Class Action Litigation in the amount of $
Stockholder Claims
As set forth below, between November 2018 and April 2019,
As to the Tennessee State Court Cases, the Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against the Company,
As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15 of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely
Page 12
the plaintiffs’ claims for alleged violations of the Exchange Act and further held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Amended Federal Complaint. The court, however, held that the Federal Amended Complaint sufficiently alleged violations of the Securities Act with respect to
As to the New York State Case, on March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court presiding over the New York State Case dismissed the case, and on January 13, 2022, the court entered a motion denying plaintiff’s motion for reconsideration.
The parties reached a settlement with the Federal Court and Tennessee State Court plaintiffs. On March 27, 2023, the parties filed the stipulation of settlement with the Federal Court, and on March 28, 2023, the Federal Court entered an order preliminarily approving the settlement. The settlement is still subject to final approval with the final settlement hearing having been set for July 10, 2023 in the Federal Court. The monetary component of the settlement in principle is the payment of $
Stockholder Derivative Action
On June 7, 2019, a stockholder derivative lawsuit (the “Stockholder Derivative Action”) was filed in the District Court for Clark County, Nevada against
Other
The Company had letters of credit of $
The Company had cancelable commitments outstanding at March 31, 2023 to acquire revenue equipment and other equipment and terminal improvements for approximately $
8. Share-based Compensation
2018 Omnibus Incentive Plan
In June 2018, the Board of Directors approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the initial public offering. The Company had reserved an aggregate of
Page 13
Incentive Plan may be made in the form of stock options, stock appreciation rights, stock awards, restricted stock units, performance awards, performance units, and any other form established by the Compensation Committee pursuant to the Incentive Plan.
The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity for the three months ended March 31, 2023:
Weighted | |||||
Number of | Average Grant | ||||
| Units |
| Date Fair Value | ||
Unvested at December 31, 2022 | | $ | | ||
Granted | | | |||
Vested | ( | | |||
Forfeited | ( | | |||
Unvested at March 31, 2023 |
| | $ | |
Service based restricted stock grants vest over periods of
The following is a summary of the Incentive Plan stock option activity for the three months ended March 31, 2023:
Weighted | |||||
Number of | Average Grant | ||||
| Units |
| Date Fair Value | ||
Unvested at December 31, 2022 | | $ | | ||
Vested | ( | | |||
Unvested at March 31, 2023 |
| — | $ | — |
The stock options vest over a period of
As of March 31, 2023,
Page 14
Pre-IPO Restricted Stock Units
The following is a summary of the activity related to restricted stock units issued prior to the IPO for three months ended March 31, 2023:
Number of | Weighted | ||||
| Units |
| Average | ||
Unvested at December 31, 2022 |
| | $ | | |
Vested |
| ( | | ||
Unvested at March 31, 2023 |
| | $ | | |
The vesting schedule for these restricted unit grants is
Employee Stock Purchase Plan
In June 2018, our Employee Stock Purchase Plan (the “ESPP”) became effective. The Company has reserved an aggregate of
9. Earnings per Share
Basic earnings per share is calculated by dividing net income (loss) attributable to controlling interest by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. The Company excluded
Page 15
The basic and diluted earnings per share calculations for the three months ended March 31, 2023 and 2022, respectively, are presented below (in thousands, except per share amounts):
Three Months Ended | ||||||
March 31, | ||||||
| 2023 |
| 2022 | |||
Numerator - Basic | ||||||
Net loss | $ | ( | $ | ( | ||
Net income (loss) attributable to noncontrolling interest |
| |
| ( | ||
Net loss attributable to common stockholder | $ | ( | $ | ( | ||
Numerator - Dilutive | ||||||
Net loss | $ | ( | $ | ( | ||
Net income (loss) attributable to noncontrolling interest |
| |
| ( | ||
Net loss attributable to common stockholder | $ | ( | $ | ( | ||
Basic weighted average of outstanding shares of common stock |
| |
| | ||
Dilutive effect of equity awards |
| — |
| — | ||
Dilutive effect of assumed subsidiary share conversion | — | — | ||||
Diluted weighted average of outstanding shares of common stock |
| |
| | ||
Basic earnings (loss) per share | $ | ( | $ | ( | ||
Diluted earnings (loss) per share | $ | ( | $ | ( |
10. Segment Information
The Company’s business is organized into
The Company’s Brokerage segment is principally engaged in asset-light freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers.
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The following table summarizes our segment information (in thousands):
Three Months Ended | |||||||
March 31, | |||||||
| 2023 |
| 2022 |
| |||
Revenues |
|
|
|
|
| ||
Truckload | $ | | $ | | |||
Brokerage |
| |
| | |||
Total Operating Revenue | $ | | $ | | |||
Operating Income (Loss) |
|
|
|
| |||
Truckload | $ | ( | $ | | |||
Brokerage |
| |
| ( | |||
Total Operating Loss | $ | ( | $ | ( | |||
Depreciation & Amortization |
|
|
|
| |||
Truckload | $ | | $ | | |||
Brokerage |
| |
| | |||
Total Depreciation & Amortization | $ | | $ | |
A measure of assets is not applicable, as segment assets are not regularly reviewed by the Chief Operating Decision Maker for evaluating performance or allocating resources.
11. Proposed Merger
Merger Agreement
On March 20, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Subsidiary will be merged with and into the Company, with the Company surviving as an indirect subsidiary of Knight-Swift (the “Merger”).
At the effective time of the Merger and as a result of the Merger:
● | Each share of Class A Common Stock, par value $ |
● | In lieu of receipt of the Per Share Price for approximately of their shares of Company Common Stock, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) will, immediately prior to the Effective Time, contribute such shares of Company Common Stock to Liberty Holdings Topco LLC, a subsidiary of Knight-Swift (“Holdings”), in exchange for certain classes of units of Holdings, pursuant to the Rollover Agreement. |
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● | Company RSUs. Each restricted stock unit with respect to Company Common Stock (each a “Company RSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company RSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift common stock, par value, $ |
● | Company Restricted Shares. Each outstanding award of Company Common Stock granted under a Company equity plan that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions (each a “Company Restricted Share”) that is unvested immediately prior to the Effective Time and that will not vest as a result of the consummation of transactions contemplated by the Merger Agreement will be assumed by Knight-Swift and converted into an award of restricted shares denominated in shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company Restricted Share prior to the Effective Time, except that each such award will cover the number of shares of Knight-Swift Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such award of Company Restricted Shares multiplied by (ii) the Exchange Ratio. |
● | Company PSUs. Each restricted stock unit with respect to Company Common Stock that is subject to outstanding performance-based vesting criteria (each a “Company PSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company PSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number): (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time (with performance-based vesting conditions deemed satisfied at |
● | Company Options. All options to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time will be cancelled for no consideration or payment at the Effective Time. |
The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including:
● | the adoption of the Merger Agreement and the Merger by a majority of the voting power of the Company Common Stock entitled to vote on the Merger Agreement and the Merger (the “Single Class Vote”); |
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● | the adoption of the Merger Agreement and the Merger by holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Merger Agreement and the Merger (the “Class B Vote” and together with the Single Class Vote, the “Statutory Merger Stockholder Approvals”); |
● | the adoption of an amendment to the Company’s Third Amended and Restated Articles of Incorporation (the “Charter Amendment”) by (i) a majority of the voting power of the Company Common Stock entitled to vote on the Charter Amendment, (ii) the holders of a majority of the outstanding shares of Company Class A Common Stock (voting as a single class) entitled to vote on the Charter Amendment, and (iii) the holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Charter Amendment, (collectively, the “Statutory Charter Amendment Stockholder Approvals”); |
● | in connection with the Single Class Vote, a majority of the outstanding shares of Company Common Stock (other than the shares owned by (i) the Rollover Holders, certain trusts and entities and family members of the Company’s Executive Chairman, Max L. Fuller, and the Company’s Chief Executive Officer, William E. Fuller, and their Affiliates (as defined in the Merger Agreement), (ii) Knight-Swift and its Affiliates, and (iii) the directors and executive officers of the Company), having been cast in favor of the Merger Agreement and the Merger, with each share of Company Common Stock counted equally for this purpose (the “Majority-of-the-Minority-Approval Condition” and, together with the Statutory Merger Stockholder Approvals and the Statutory Charter Amendment Stockholder Approvals, the “Requisite Stockholder Approval”); |
● | the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; |
● | the absence of any outstanding law, regulation, or order, enacted, entered, or enforced by any governmental entity that prevents, materially restrains, materially impairs, or makes illegal the consummation of the Charter Amendment or the Merger; |
● | the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the closing of the Merger (except to the extent that any such representation or warranty expressly speaks as of an earlier date); |
● | compliance in all material respects with the covenants and obligations contained in the Merger Agreement required to be performed and complied with at or prior to closing; and |
● | the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement). |
The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger other than those conditions to be satisfied at closing. Until the closing, the Company will continue to operate as an independent company.
If the Merger is consummated, the Class A Common Stock of the Company will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In the first quarter of 2023, the Company incurred approximately $
Charter Amendment
In connection with the Merger Agreement, the Company will take all actions to adopt the Charter Amendment, effective immediately prior to the Effective Time to revise Section 3.2(e) thereto to exempt the transactions contemplated by the Merger Agreement (including the Merger) from the application thereof.
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Rollover Agreement
In connection with the Merger Agreement, the Rollover Holders will roll over approximately
The Rollover Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the mutual written consent of Knight-Swift and the Rollover Holders.
Support Agreement
In connection with entering into the Merger Agreement, on March 20, 2023, the Company, the members of the Special Committee of the Board of Directors comprised solely of disinterested and independent directors (the “Special Committee”) and the Rollover Holders, who collectively beneficially own approximately
Under the Merger Agreement, the Company has agreed to (i) cause the proxy holder to cause the shares subject to the Support Agreement to appear at and be counted as present for purposes of establishing a quorum and to vote
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or consent pursuant to the terms of the Support Agreement, and (ii) enforce the terms of the Support Agreement, and not amend, modify, waive, or terminate any provision of the Support Agreement without the prior written consent of Knight-Swift.
The Support Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time.
Stockholders’ Agreement
On March 20, 2023, the Company amended (the “Second Amendment”) that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) among the Company and certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them), including without limitation executive officers and/or directors Max L. Fuller and William E. Fuller. The Second Amendment provides that the restrictions on Transfer (as defined in the Stockholders’ Agreement) contained in Section 2.1 of the Stockholders' Agreement will not apply to any Transfer to Knight-Swift or any subsidiary thereof.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The unaudited condensed consolidated financial statements include the accounts of U.S. Xpress Enterprises, Inc., a Nevada corporation, and its consolidated subsidiaries. References in this report to “we,” “us,” “our,” the “Company,” and similar expressions refer to U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.
This report contains certain statements that may be considered forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of earnings, revenues or other financial items; any statement of plans, strategies, outlook, growth prospects or objectives of management for future operations; our operational and financial targets; general economic trends, performance or conditions and trends in the industry and markets; the competitive environment in which we operate; any statements concerning proposed new services, technologies or developments; and any statement of belief and any statements of assumptions underlying any of the foregoing. In this Form 10-Q, statements relating to the Merger Agreement and the Merger, the impact of new accounting standards, expected freight demand, capacity, and volumes, potential results of a default under our Credit Facility or other debt agreements, expected sources of working capital and liquidity (including our mix of debt, finance leases, and operating leases as means of financing revenue equipment), as well as the adequacy of working capital and liquidity, expected capital expenditures, expected fleet age and mix of owned versus leased equipment, future interest expense, future utilization of independent contractors, future fluctuations in purchased transportation expense and fuel surcharge reimbursement, future driver market conditions and driver turnover and retention rates, any projections of earnings, revenues, cash flows, capital expenditures, margins, or other financial items, expected cash flows, any statements regarding future economic conditions or performance, any statement of plans, strategies, programs and objectives of management for future operations, including the anticipated impact of such plans, strategies, programs and objectives, future rates and prices, future depreciation and amortization, future salaries, wages, and related expenses, including driver compensation, future insurance and claims expense, future fluctuations in fuel costs and fuel surcharge revenue, including the future effectiveness of our fuel surcharge program, strategies for managing fuel costs, and future fleet size and management, among others, are forward-looking statements. Such statements may be identified by their use of terms or phrases such as “believe,” “may,” “could,” “should,” “expects,” “estimates,” “projects,” “anticipates,” “plans,” “intends,” “outlook,” “strategy,” “target,” “optimistic,” “focus,” “seek,” “potential,” “goal,” “continue,” “will,” derivations thereof, and similar terms and phrases. Such statements are based on currently available operating, financial and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the sections entitled “Item 1A. Risk Factors,” set forth in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022. Readers should review and consider the factors discussed in “Item 1A. Risk Factors,” set forth in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022, along with various disclosures in our press releases, stockholder reports, and other filings with the SEC.
All such forward-looking statements speak only as of the date of this Form 10-Q. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statement is based.
Overview
We are one of the largest asset-based truckload carriers in the United States by revenue, generating over $2.2 billion in total operating revenue in 2022. We provide services primarily throughout the United States, with a focus
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in the densely populated and economically diverse eastern half of the United States. We offer customers a broad portfolio of services using our own truckload fleet and third-party carriers through our asset-light freight brokerage network. As of March 31, 2023, our fleet consisted of approximately 7,200 tractors and approximately 15,100 trailers, including approximately 1,000 tractors provided by independent contractors. Our terminal network is established and capable of handling significantly larger volumes without meaningful additional investment.
Executive Summary
For much of our history, we focused primarily on scaling our fleet and expanding our service offerings to support sustainable, multi-faceted relationships with customers. More recently, we have focused on our core service offerings and refined our network to focus on shorter, more profitable lanes with more density, which we believe are more attractive to drivers. We believe we have the strategy, management team, revenue base, modern fleet, and capital structure that position us to execute upon our initiatives, drive further operational gains, and deliver long term value for our stockholders, but acknowledge that our performance has fallen below our expectations.
Total revenue for the first quarter of 2023 decreased by $24.5 million to $492.7 million as compared to the first quarter of 2022. The decrease was primarily the result of a $42.3 million decrease in Brokerage revenue offset by a $15.8 million increase in Truckload revenue and a $2.0 million increase in fuel surcharge revenue. Excluding the impact of fuel surcharge revenue, first quarter revenue decreased $26.5 million to $437.8 million, a decrease of 5.7% as compared to the prior year quarter.
Operating loss for the first quarter of 2023 was $29.9 million compared to operating loss of $0.2 million in the first quarter of 2022. Our profitability decreased primarily due to increased insurance claims and premiums of $18.8 million, a 3.5% decrease in average revenue per mile, higher net fuel costs and a $3.0 million charge related to the Merger, partially offset by a 12.5% increase in our in our available tractors and a $0.9 million improvement in our Brokerage operating income.
Merger Agreement
On March 20, 2023, the Company entered into the Merger Agreement with Knight-Swift and Merger Subsidiary. The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Subsidiary will be merged with and into the Company, with the Company surviving as an indirect subsidiary of Knight-Swift (the “Merger”).
At the effective time of the Merger and as a result of the Merger:
● | Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $6.15 in cash, without interest (such amount per share, the “Per Share Price”), other than (i) those shares of Company Common Stock owned by the Company as treasury stock, or by Knight-Swift or Merger Subsidiary, (ii) Company Restricted Shares (described below) and (iii) any shares of Company Common Stock owned by any wholly owned subsidiary of Knight-Swift, Merger Subsidiary or of the Company (including the shares subject to the Rollover Agreement described below). |
● | In lieu of receipt of the Per Share Price for approximately one-third of their shares of Company Common Stock, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) will, immediately prior to the Effective Time, contribute such shares of Company Common Stock to Holdings, in exchange for certain classes of units of Holdings, pursuant to the Rollover Agreement. |
● | See Note 11 to the accompanying unaudited condensed consolidated financial statements for details regarding the treatment of Company RSUs, Company Restricted Shares, and Company PSUs, and Company Options. |
The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including the conditions described in Note 11 to the accompanying unaudited condensed consolidated financial statements.
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The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger other than those conditions to be satisfied at closing. Until the closing, the Company will continue to operate as an independent company.
If the Merger is consummated, the Class A Common Stock of the Company will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
In the first quarter of 2023, the Company incurred approximately $3.0 million of Merger related costs that are recorded in general and other operating expenses within the unaudited condensed consolidated statements of comprehensive income (loss).
Charter Amendment
In connection with the Merger Agreement, the Company will take all actions to adopt the Charter Amendment, effective immediately prior to the Effective Time to revise Section 3.2(e) thereto to exempt the transactions contemplated by the Merger Agreement (including the Merger) from the application thereof.
Rollover Agreement
In connection with the Merger Agreement, the Rollover Holders will roll over approximately one-third of their Company Common Stock (the “Rollover Shares”) as set forth in a separate Rollover Agreement (the “Rollover Agreement”). The Rollover Shares will not be converted into the right to receive the Per Share Price, but instead, immediately prior to the Effective Time, will be contributed to Holdings, in exchange for two classes of units in Holdings intended to be approximately equivalent to a 10% equity position in the entity that will hold the Company business unit of Knight-Swift after consummating the Merger (the “Company Unit”). Under an amended and restated operating agreement of Holdings, the units received by the Rollover Holders will have certain limited consent rights and be subject to certain optional and mandatory purchase provisions during the five-year period post-closing. One class of membership interests will be subject to put and call rights at a defined fair market value measure in favor of the Rollover Holders and Knight-Swift, respectively and will be purchased by Knight-Swift at that defined fair market value measure if outstanding at the fifth anniversary of the Merger. In order for the put right to become exercisable, it is subject to a $175 million minimum adjusted operating income threshold for the Company Unit. In addition, Knight-Swift will have a call right, exercisable only within the first 15 months after closing, at an exercise price of approximately $140 million. The second class of membership interests will be repurchased by Knight-Swift for $40 million if the Company Unit achieves $250 million in adjusted operating income for a trailing annual period at or prior to the fifth anniversary of closing. If such threshold is not met, the second class of interests will be forfeited for no value.
The Rollover Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the mutual written consent of Knight-Swift and the Rollover Holders.
Support Agreement
In connection with entering into the Merger Agreement, on March 20, 2023, the Company, the members of the Special Committee and the Rollover Holders, who collectively beneficially own approximately 58% of the voting power of the Company, have entered into an Irrevocable Proxy and Agreement (the “Support Agreement”), pursuant to which, among other things, the Rollover Holders have granted an irrevocable proxy in favor of the Special Committee (acting as a majority) to vote the shares owned by the Rollover Holders: (i) in favor of (a) the approval of the Charter Amendment, (b) the adoption of the Merger Agreement and the approval of the Merger, (c) the approval of any advisory proposal with respect to “golden parachute compensation,” (d) the approval of any proposal to adjourn or postpone any stockholder meeting relating to the Merger to a later date if the Company proposes or requests such postponement or adjournment, and (e) the approval of any other proposal to be voted upon or consented to by the Company stockholders at any stockholder meeting relating to the Merger or at other meeting of stockholders or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the
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Merger Agreement, but only to the extent that such Rollover Shares are entitled to be voted on or consent to such proposal, and (ii) against (a) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (b) any proposal to amend the articles of incorporation or bylaws of the Company, other than the Charter Amendment, (c) any Acquisition Proposal, (d) any reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement), and (e) any other proposal, action, or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
Under the Merger Agreement, the Company has agreed to (i) cause the proxy holder to cause the shares subject to the Support Agreement to appear at and be counted as present for purposes of establishing a quorum and to vote or consent pursuant to the terms of the Support Agreement, and (ii) enforce the terms of the Support Agreement, and not amend, modify, waive, or terminate any provision of the Support Agreement without the prior written consent of Knight-Swift.
The Support Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time.
Stockholders’ Agreement
On March 20, 2023, the Company amended (the “Second Amendment”) that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) among the Company and certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them), including without limitation executive officers and/or directors Max L. Fuller and William E. Fuller. The Second Amendment provides that the restrictions on Transfer (as defined in the Stockholders’ Agreement) contained in Section 2.1 of the Stockholders' Agreement will not apply to any Transfer to Knight-Swift or any subsidiary thereof.
Reportable Segments
Our business is organized into two reportable segments, Truckload and Brokerage. Our Truckload segment offers truckload services, including OTR trucking and dedicated contract services. Our OTR service offering transports a full trailer of freight for a single customer from origin to destination, typically without intermediate stops or handling pursuant to short-term contracts and spot moves that include irregular route moves without volume and capacity commitments. Tractors are operated with a solo driver or, when handling more time-sensitive, higher-margin freight, a team of two drivers. Our dedicated contract service offering provides similar freight transportation services, but with contractually assigned equipment, drivers and on-site personnel to address customers’ needs for committed capacity and service levels pursuant to multi-year contracts with guaranteed volumes and pricing. Our Brokerage segment is principally engaged in asset-light freight brokerage services, where loads are contracted to third-party carriers.
Truckload Segment
In our Truckload segment, we generate revenue by transporting freight for our customers in our OTR and dedicated contract service offerings. Our OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States. While we primarily operate in the eastern half of the United States, we provide services into and out of Mexico through a variable cost model using third party carriers. The revenue from such model is generated in the United States. Our dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. We have one chief operating decision maker over all our Truckload operations that reviews our Truckload segment income statement. Our Truckload segment provides services that are geographically diversified but have similar economic and other relevant characteristics, as they all provide truckload carrier services of general commodities and durable goods to similar classes of customers.
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We are typically paid a predetermined rate per load or per mile for our Truckload services. We enhance our revenue by charging for tractor and trailer detention, loading and unloading activities and other specialized services. Consistent with industry practice, our typical customer contracts (other than those contracts in which we have agreed to dedicate certain tractor and trailer capacity for use by specific customers) do not guarantee load levels or tractor availability. This gives us and our customers a certain degree of flexibility to negotiate rates up or down in response to changes in freight demand and trucking capacity. In our dedicated contract service offering, which comprised approximately 44.9% of our Truckload operating revenue, and approximately 44.2% of our Truckload revenue, before fuel surcharge, for 2022, we provide service under contracts with fixed terms, volumes and rates. Dedicated contracts are often used by our customers with high-service and high-priority freight, sometimes to replace private fleets previously operated by them.
Generally, in our Truckload segment, we receive fuel surcharges on the miles for which we are compensated by customers. Fuel surcharge revenue mitigates the effect of price increases over a negotiated base rate per gallon of fuel; however, these revenues may not fully protect us from all fuel price increases. Our fuel surcharges to customers may not fully recover all fuel increases due to engine idle time, out-of-route miles and non-revenue generating miles that are not generally billable to the customer, as well as to the extent the surcharge paid by the customer is insufficient. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of revenue miles we generate. Although our surcharge programs vary by customer, we generally attempt to negotiate an additional penny per mile charge for every five-cent increase in the U.S. Department of Energy’s (the “DOE”) national average diesel fuel index over an agreed baseline price. Our fuel surcharges are billed on a lagging basis, meaning we typically bill customers in the current week based on a previous week’s applicable index. Therefore, in times of increasing fuel prices, we do not recover as much as we are currently paying for fuel. In periods of declining prices, the opposite is true. Based on the current status of our empty miles percentage and the fuel efficiency of our tractors, we believe that our fuel surcharge recovery is effective.
The main factors that affect our operating revenue in our Truckload segment are the average revenue per mile we receive from our customers, the percentage of miles for which we are compensated and the number of shipments and miles we generate. Our primary measures of revenue generation for our Truckload segment are average revenue per loaded mile and average revenue miles per tractor per period, in each case excluding fuel surcharge revenue.
In our Truckload segment, our most significant operating expenses vary with miles traveled and include (i) fuel, (ii) driver-related expenses, such as wages, benefits, training and recruitment and (iii) costs associated with independent contractors (which are primarily included in the “Purchased transportation” line item). Expenses that have both fixed and variable components include maintenance and tire expense and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs include vehicle rent and depreciation of long-term assets, such as revenue equipment and service center facilities, the compensation of non-driver personnel and other general and administrative expenses.
Our Truckload segment requires substantial capital expenditures for purchase of new revenue equipment. We use a combination of operating leases and secured financing to acquire tractors and trailers, which we refer to as revenue equipment. When we finance revenue equipment acquisitions with operating leases, we record an operating lease right of use asset and an operating lease liability on our consolidated balance sheet, and the lease payments in respect of such equipment are reflected in our consolidated statement of comprehensive income (loss) in the line item “Vehicle rents.” When we finance revenue equipment acquisitions with secured financing, the asset and liability are recorded on our consolidated balance sheet, and we record expense under “Depreciation and amortization” and “Interest expense.” Typically, the aggregate monthly payments are similar under operating lease financing and secured financing. We use a mix of finance leases and operating leases with individual decisions being based on competitive bids, tax projections and contractual restrictions. We expect our vehicle rents, depreciation and amortization and interest expense will be impacted by changes in the percentage of our revenue equipment acquired through operating leases versus equipment owned or acquired through finance leases. Because of the inverse relationship between vehicle rents and depreciation and amortization, we review both line items together.
Approximately 12.5% of our total tractor fleet was operated by independent contractors as of March 31, 2023. Independent contractors provide a tractor and a driver and are responsible for all of the costs of operating their equipment and drivers, including interest and depreciation, vehicle rents, driver compensation, fuel and other expenses, in exchange
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for a fixed payment per mile or percentage of revenue per invoice plus a fuel surcharge pass-through. Payments to independent contractors are recorded in the “Purchased transportation” line item. When independent contractors increase as a percentage of our total tractor fleet, our “Purchased transportation” line item typically will increase, with offsetting reductions in employee driver wages and related expenses, net of fuel (assuming all other factors remain equal). The reverse is true when the percentage of our total fleet operated by company drivers increases.
Brokerage Segment
In our Brokerage segment, we retain the customer relationship, including billing and collection, and we outsource the transportation of the loads to third-party carriers. For this segment, we rely on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers.
Our Brokerage segment revenue is mainly affected by the rates we obtain from customers, the freight volumes we ship through our third-party carriers and our ability to secure third-party carriers to transport customer freight. We generally do not have contracted long-term rates for the cost of third-party carriers, and we cannot assure that our results of operations will not be adversely impacted in the future if our ability to obtain third-party carriers changes or the rates of such providers increase.
The most significant expense of our Brokerage segment, which is primarily variable, is the cost of purchased transportation that we pay to third-party carriers, and is included in the “Purchased transportation” line item. This expense generally varies depending upon truckload capacity, availability of third-party carriers, rates charged to customers and current freight demand and customer shipping needs. Other operating expenses are generally fixed and primarily include the compensation and benefits of non-driver personnel (which are recorded in the “Salaries, wages and benefits” line item) and depreciation and amortization expense.
The primary performance indicator in our Brokerage segment is operating margin (brokerage operating revenue, less brokerage operating expenses, as a percentage of brokerage operating revenue). Operating margin can be impacted by the rates charged to customers and the costs of securing third-party carriers.
Our Brokerage segment does not require significant capital expenditures and is not asset-intensive like our Truckload segment.
Results of Operations
Revenue
We generate revenue from two primary sources: transporting freight for our customers (including related fuel surcharge revenue) and arranging for the transportation of customer freight by third-party carriers. We have two reportable segments: our Truckload segment and our Brokerage segment. Truckload revenue, before fuel surcharge and truckload fuel surcharge are primarily generated through trucking services provided by our two Truckload service offerings (OTR and dedicated contract). Brokerage revenue is primarily generated through brokering freight to third-party carriers.
Our total operating revenue is affected by certain factors that relate to, among other things, the general level of economic activity in the United States, customer inventory levels, specific customer demand, the level of capacity in the truckload and brokerage industry, the success of our marketing and sales efforts and the availability of drivers, independent contractors and third-party carriers.
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A summary of our revenue generated for the periods indicated is as follows:
Three Months Ended | |||||||
March 31, | |||||||
| 2023 |
| 2022 |
| |||
(dollars in thousands) | |||||||
Revenue, before fuel surcharge | $ | 437,822 | $ | 464,327 | |||
Fuel surcharge |
| 54,904 |
| 52,861 | |||
Total operating revenue | $ | 492,726 | $ | 517,188 |
For the three months ended March 31, 2023, the primary factors driving the decreases in total operating revenue and revenue, before fuel surcharge, were decreased pricing in our Truckload segment, decreased loads in our Brokerage segment and decreased miscellaneous revenues, partially offset by increased available tractors, and increased pricing in our Brokerage segment.
A summary of our revenue generated by type for the periods indicated is as follows:
Three Months Ended | |||||||
March 31, | |||||||
| 2023 |
| 2022 |
| |||
(dollars in thousands) | |||||||
Truckload revenue, before fuel surcharge | $ | 386,244 | $ | 370,399 | |||
Fuel surcharge |
| 54,904 |
| 52,861 | |||
Total Truckload operating revenue |
| 441,148 |
| 423,260 | |||
Brokerage operating revenue |
| 51,578 |
| 93,928 | |||
Total operating revenue | $ | 492,726 | $ | 517,188 |
The following is a summary of our key Truckload segment performance indicators, before fuel surcharge, for the periods indicated.
Three Months Ended | ||||||
March 31, | ||||||
| 2023 |
| 2022 | |||
Over the road |
|
|
|
| ||
Average revenue per tractor per week | $ | 3,567 | $ | 3,840 | ||
Average revenue per mile | $ | 2.251 | $ | 2.545 | ||
Average revenue miles per tractor per week |
| 1,584 |
| 1,509 | ||
Average tractors |
| 4,359 |
| 3,653 | ||
Dedicated |
|
| ||||
Average revenue per tractor per week | $ | 4,797 | $ | 4,709 | ||
Average revenue per mile | $ | 3.108 | $ | 2.813 | ||
Average revenue miles per tractor per week |
| 1,543 |
| 1,674 | ||
Average tractors |
| 2,658 |
| 2,586 | ||
Consolidated |
|
| ||||
Average revenue per tractor per week | $ | 4,033 | $ | 4,200 | ||
Average revenue per mile | $ | 2.571 | $ | 2.663 | ||
Average revenue miles per tractor per week |
| 1,569 |
| 1,577 | ||
Average tractors |
| 7,017 |
| 6,239 |
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For the quarter ended March 31, 2023, the primary factors driving the increases in Truckload revenue were a 12.5% increase in available tractors partially offset by a 3.5% decrease in average revenue per mile and a $13.3 million decrease in miscellaneous revenues. The decrease in average revenue per loaded mile was primarily due to an approximate 37.0% decrease in spot rates partially offset by an approximate 9.0% increase in contractual rates. During the first quarter of 2023, revenue generated from spot rates increased approximately 30.1% compared to the same period in 2022. Fuel surcharge revenue increased by $2.0 million, or 3.9%, to $54.9 million, compared with $52.9 million in the first quarter of 2022. The increase in fuel surcharge revenue primarily relates to increased revenue miles of 15.9 million combined with increased fuel prices compared to the same quarter in 2022, partially offset by the increase in volumes in the spot market which generally do not include fuel surcharge revenues. The DOE national weekly average fuel price per gallon averaged approximately $.25 per gallon higher for the first quarter of 2023 compared to the same quarter of 2022.
The primary performance indicator of our Brokerage segment is brokerage operating margin (brokerage operating revenue, less brokerage operating expenses, as a percentage of brokerage operating revenue). The largest factors that impact our brokerage operating margin are load count, revenue per load, and purchased transportation. As an asset-light business, brokerage relies upon third parties to transport the loads it arranges, with the cost paid to the third party being reflected under brokerage purchased transportation. The ratio of brokerage purchased transportation to brokerage operating revenue fluctuates based on factors such as freight volumes, freight rates, the ratio of contract to spot rate freight, the market rate for third party capacity, and the success of our team in negotiating for rates and capacity costs. Other operating expenses consist primarily of salaries, wages, and benefits, depreciation and amortization, and other general expenses. The following table details our Brokerage segment operating revenues, purchased transportation expense and other operating expenses, total operating expenses, and operating income for the periods indicated.
Three Months Ended | |||||||||
March 31, | |||||||||
| 2023 | 2022 |
| ||||||
$ | % | $ | % | ||||||
Brokerage operating revenue | 51,578 | 100.0 | 93,928 | 100.0 | |||||
Brokerage operating expenses | |||||||||
Brokerage purchased transportation | 41,227 | 79.9 | 81,277 | 86.5 | |||||
Brokerage other operating expenses | 9,958 | 19.3 | 13,134 | 14.0 | |||||
Total Brokerage operating expenses | 51,185 | 99.2 | 94,411 | 100.5 | |||||
Brokerage operating income | 393 | 0.8 | (483) | (0.5) |
The primary factors driving the decrease in Brokerage operating revenue were a 51.2% decrease in load count partially offset by a 12.5% increase in average revenue per load. We experienced an increase in our Brokerage operating income to $0.4 million compared to a loss of $0.5 million in 2022. The increase in Brokerage operating income was due primarily to the increase in revenue per load of 12.5% exceeding the 3.9% increase in cost per load as compared to 2022.
Operating Expenses
Our operating expenses are attributed to our two reportable segments as follows to arrive at operating income for each segment:
Salaries, wages and benefits: Salaries, wages, and benefits are primarily directly identifiable to an individual segment while some administrative salaries, wages, and benefits are allocated to segments based on load count or other criteria.
Fuel and fuel taxes: Fuel and fuel taxes are directly identifiable to an individual segment, the Truckload segment.
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Vehicle Rents and Depreciation and Amortization: Tractor rents and depreciation are charged to the Truckload segment, which is the only segment utilizing this equipment. Trailer rents and depreciation and other trailer operating costs are allocated to segments using a calculation of these costs on a per load basis multiplied by the number of loads moved in each segment during the period. Other depreciation and amortization, such as software, are allocated to segments based primarily on specific identification and some based on load count or other criteria.
Purchased Transportation: Purchased transportation expenses are primarily directly identifiable to a specific segment. Purchased transportation expense is comprised of payments to independent contractors, which are charged to our Truckload segment and payments to third-party capacity providers are charged to our Brokerage segment.
Operating Expenses and Supplies: For the most part, supplies and maintenance costs are directly identifiable to an individual segment, primarily the Truckload segment. Trailer maintenance is allocated using a calculation of these costs on a per load basis multiplied by the number of loads moved in each segment during the period.
Insurance Premiums and Claims: Individual premiums and claims are directly identifiable to a segment.
Operating Taxes and Licenses: Operating taxes and licenses are directly identifiable to our Truckload segment.
Communications and Utilities: Communications and utilities are directly identifiable to the segment or are allocated to segments based on load count or other criteria.
General and Other Operating Expenses: General and Other operating expenses are directly identifiable to the segment or are allocated to segments based on load count or other criteria.
For comparison purposes in the discussion below, we use total operating revenue and revenue, before fuel surcharge when discussing changes as a percentage of revenue. As it relates to the comparison of expenses to revenue, before fuel surcharge, we believe that removing fuel surcharge revenue, which is sometimes a volatile source of revenue affords a more consistent basis for comparing the results of operations from period-to-period.
Individual expense line items as a percentage of total operating revenue also are affected by fluctuations in the percentage of our revenue generated by independent contractor and brokerage loads.
Salaries, Wages and Benefits
Salaries, wages and benefits consist primarily of compensation for all employees. Salaries, wages and benefits are primarily affected by the total number of miles driven by company drivers, the rate per mile we pay our company drivers, employee benefits such as health care and workers’ compensation, and to a lesser extent by the number of, and compensation and benefits paid to, non-driver employees.
The following is a summary of our salaries, wages, and benefits for the periods indicated:
Three Months Ended |
| |||||||
March 31, | ||||||||
| 2023 |
| 2022 |
|
| |||
(dollars in thousands) |
| |||||||
Salaries, wages and benefits | $ | 181,704 |
| $ | 169,028 | |||
% of total operating revenue |
| 36.9 | % | 32.7 | % | |||
% of revenue, before fuel surcharge |
| 41.5 | % | 36.4 | % |
The increase in salaries, wages, and benefits was due primarily to $17.2 million in higher driver wages, which was the result of increased company driver miles of 18.9 million while driver pay per mile remained constant partially
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offset by a $5.7 million decrease in office wages due primarily to the implementation of the Realignment Plan, we announced in September 2022. Our group health and workers’ compensation expense increased 9.4% primarily due to increased workers compensation premiums and claims expense as compared to the same period in 2022.
In the near term, we believe salaries, wages, and benefits will moderate as a result of our plans to maintain our current fleet size and non-driver personnel count with current levels. As a percentage of revenue, we expect salaries, wages, and benefits will fluctuate based on our ability to generate offsetting increases in average revenue per total mile and the percentage of revenue generated by independent contractors and brokerage operations, for which payments are reflected in the “Purchased transportation” line item.
Fuel and Fuel Taxes
Fuel and fuel taxes consist primarily of diesel fuel expense and fuel taxes for our company-owned and leased tractors. The primary factors affecting our fuel and fuel taxes expense are the cost of diesel fuel, the miles per gallon we realize with our equipment and the number of miles driven by company drivers.
We believe that the most effective protection against net fuel cost increases in the near term is to maintain an effective fuel surcharge program and to operate a fuel-efficient fleet by incorporating fuel efficiency measures, such as auxiliary heating units, installation of aerodynamic devices on tractors and trailers and low-rolling resistance tires on our tractors, engine idle limitations and computer-optimized fuel-efficient routing of our fleet.
The following is a summary of our fuel and fuel taxes for the periods indicated:
Three Months Ended |
| |||||||
March 31, |
| |||||||
| 2023 |
| 2022 |
|
| |||
(dollars in thousands) |
| |||||||
Fuel and fuel taxes | $ | 74,606 | $ | 65,043 | ||||
% of total operating revenue |
| 15.1 | % | 12.6 | % | |||
% of revenue, before fuel surcharge |
| 17.0 | % | 14.0 | % |
To measure the effectiveness of our fuel surcharge program, we calculate “net fuel expense” by subtracting fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors, which is included in purchased transportation) from our fuel expense. Our net fuel expense as a percentage of revenue, before fuel surcharge, is affected by the cost of diesel fuel net of surcharge collection, the percentage of miles driven by company tractors and
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our percentage of non-revenue generating miles, for which we do not receive fuel surcharge revenues. Net fuel expense as a percentage of revenue, before fuel surcharge, is shown below:
Three Months Ended |
| |||||||
March 31, |
| |||||||
| 2023 |
| 2022 |
|
| |||
(dollars in thousands) |
| |||||||
Total fuel surcharge revenue | $ | 54,904 | $ | 52,861 | ||||
Less: fuel surcharge revenue reimbursed to independent contractors |
| 9,312 |
| 9,597 | ||||
Company fuel surcharge revenue |
| 45,592 |
| 43,264 | ||||
Total fuel and fuel taxes | $ | 74,606 | $ | 65,043 | ||||
Less: company fuel surcharge revenue |
| 45,592 |
| 43,264 | ||||
Net fuel expense | $ | 29,014 | $ | 21,779 | ||||
% of total operating revenue |
| 5.9 | % | 4.2 | % | |||
% of revenue, before fuel surcharge |
| 6.6 | % | 4.7 | % |
During the first quarter of 2023, the net fuel expense increase as a percentage of revenue before fuel surcharge is primarily due to our excess exposure to the spot market which generally does not have adequate fuel surcharge revenue to offset increased fuel prices partially offset by a $2.3 million increase in company fuel surcharge revenue as compared to 2022.
In the near term, our net fuel expense is expected to fluctuate as a percentage of total operating revenue and revenue, before fuel surcharge, based on factors such as diesel fuel prices, the percentage recovered from fuel surcharge programs, the percentage of uncompensated miles, the percentage of revenue generated by independent contractors, and the percentage of revenue generated by team-driven tractors (which tend to generate higher miles and lower revenue per mile, thus proportionately more fuel cost as a percentage of revenue).
Vehicle Rents and Depreciation and Amortization
Vehicle rents consist primarily of payments for tractors and trailers financed with operating leases. The primary factors affecting this expense item include the size and age of our tractor and trailer fleets, the cost of new equipment and the relative percentage of owned versus leased equipment.
Depreciation and amortization consists primarily of depreciation for owned tractors and trailers and to a lesser extent computer software amortization. The primary factors affecting these expense items include the size and age of our tractor and trailer fleets, the cost of new equipment and the relative percentage of owned equipment and equipment acquired through debt or finance leases versus equipment leased through operating leases. We use a mix of finance leases and operating leases to finance our revenue equipment with individual decisions being based on competitive bids and tax projections. Gains or losses realized on the sale of owned revenue equipment are included in depreciation and amortization for reporting purposes.
Vehicle rents and depreciation and amortization are closely related because both line items fluctuate depending on the relative percentage of owned equipment and equipment acquired through finance leases versus equipment leased through operating leases. Vehicle rents increase with greater amounts of equipment acquired through operating leases, while depreciation and amortization increases with greater amounts of owned equipment and equipment acquired through finance leases. Because of the inverse relationship between vehicle rents and depreciation and amortization, we review both line items together.
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The following is a summary of our vehicle rents and depreciation and amortization for the periods indicated:
Three Months Ended |
| |||||||
March 31, |
| |||||||
| 2023 |
| 2022 |
|
| |||
(dollars in thousands) |
| |||||||
Vehicle rents | $ | 31,661 | $ | 24,294 | ||||
Depreciation and amortization, net of (gains) losses on sale of property |
| 27,309 |
| 18,717 | ||||
Vehicle rents and depreciation and amortization of property and equipment | $ | 58,970 | $ | 43,011 | ||||
% of total operating revenue |
| 12.0 | % | 8.3 | % | |||
% of revenue, before fuel surcharge |
| 13.5 | % | 9.3 | % |
The increase in absolute dollar terms of vehicle rents was primarily due to increased tractors and trailers financed under operating leases compared to 2022. The increase in depreciation and amortization, net of (gains) losses on sale of property, is due in part to increased owned tractors along with increased depreciation per tractor, increased losses on sale of equipment of $8.6 million offset by a gain on sale of terminal of $3.2 million compared to 2022. During the first quarter of 2022, we recorded a software impairment of $2.2 million.
Purchased Transportation
Purchased transportation consists of the payments we make to independent contractors, including fuel surcharge reimbursements paid to independent contractors, in our Truckload segment, and payments to third-party carriers in our Brokerage segment.
The following is a summary of our purchased transportation for the periods indicated:
Three Months Ended |
| |||||||
March 31, |
| |||||||
| 2023 |
| 2022 |
|
| |||
(dollars in thousands) |
| |||||||
Purchased transportation | $ | 96,452 | $ | 150,584 | ||||
% of total operating revenue |
| 19.6 | % | 29.1 | % | |||
% of revenue, before fuel surcharge |
| 22.0 | % | 32.4 | % |
Because we reimburse independent contractors for fuel surcharges we receive, we subtract fuel surcharge revenue reimbursed to them from our purchased transportation. The result, referred to as purchased transportation, net of fuel
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surcharge reimbursements, is evaluated as a percentage of total operating revenue and as a percentage of revenue, before fuel surcharge, as shown below:
Three Months Ended |
| |||||||
March 31, |
| |||||||
| 2023 |
| 2022 |
|
| |||
(dollars in thousands) |
| |||||||
Purchased transportation | $ | 96,452 | $ | 150,584 | ||||
Less: fuel surcharge revenue reimbursed to independent contractors |
| 9,312 |
| 9,597 | ||||
Purchased transportation, net of fuel surcharge reimbursement | $ | 87,140 | $ | 140,987 | ||||
% of total operating revenue |
| 17.7 | % |
| 27.3 | % | ||
% of revenue, before fuel surcharge |
| 19.9 | % |
| 30.4 | % |
Brokerage purchased transportation decreased $40.1 million, or 49.3%, due to a 51.2% decrease in load count offset by a 3.9% increase in cost per load as compared to 2022. Truckload purchased transportation decreased $13.7 million, or 23.1% primarily due to decreased miscellaneous revenue combined with decreased independent contractor miles of 10.7% as compared to 2022.
This expense category will fluctuate with the number and percentage of loads hauled by independent contractors and third-party carriers, as well as the amount of fuel surcharge revenue passed through to independent contractors. If industry-wide trucking capacity tightens in relation to freight demand, we may need to increase the amounts we pay to third-party carriers and independent contractors, which could increase this expense category on an absolute basis and as a percentage of total operating revenue and revenue, before fuel surcharge, absent an offsetting increase in revenue. We continue to actively attempt to expand our Brokerage segment and recruit independent contractors. Our success in growing our lease-purchase program and independent contractor drivers have contributed to increased purchased transportation expense. If we are successful in continuing these efforts, we would expect this line item to increase as a percentage of total operating revenue and revenue, before fuel surcharge.
Insurance Premiums and Claims
Insurance premiums and claims consists primarily of retained amounts for liability (personal injury and property damage), physical damage and cargo damage, as well as insurance premiums. The primary factors affecting our insurance premiums and claims are the frequency and severity of accidents, trends in the development factors used in our actuarial accruals and developments in large, prior year claims. The number of accidents tends to increase with the miles we travel. With our significant retained amounts, insurance claims expense may fluctuate significantly and impact the cost of insurance premiums and claims from period-to-period, and any increase in frequency or severity of claims or adverse loss development of prior period claims would adversely affect our financial condition and results of operations.
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The following is a summary of our insurance premiums and claims expense for the periods indicated:
Three Months Ended | |||||||||
March 31, | |||||||||
| 2023 |
| 2022 |
| |||||
(dollars in thousands) | |||||||||
Insurance premiums and claims | $ | 38,919 | $ | 20,139 | |||||
% of total operating revenue |
| 7.9 | % | 3.9 | % | ||||
% of revenue, before fuel surcharge |
| 8.9 | % | 4.3 | % |
The primary factors driving the increase in insurance premiums and claims were increased auto liability claims and premium expenses due to adverse developments in prior year claims combined with increased current year auto liability claims and to a lesser extent physical damage claims expense due to increased frequency and average dollars per claim.
General and Other Operating Expenses
General and other operating expenses consist primarily of legal and professional services fees, general and administrative expenses and other costs.
The following is a summary of our general and other operating expenses for the periods indicated:
Three Months Ended | ||||||||
March 31, | ||||||||
| 2023 |
| 2022 |
| ||||
(dollars in thousands) | ||||||||
General and other operating expenses | $ | 18,846 | $ | 17,319 | ||||
% of total operating revenue |
| 3.8 | % | 3.3 | % | |||
% of revenue, before fuel surcharge |
| 4.3 | % | 3.7 | % |
General and other expenses increased primarily due to $3.0 million in merger related expenses partially offset by a decrease in other professional and administrative expenses as compared to 2022.
Interest Expense
Interest expense consists of cash interest and amortization of deferred financing fees.
The following is a summary of our interest expense for the periods indicated:
Three Months Ended | ||||||
March 31, | ||||||
| 2023 |
| 2022 | |||
(dollars in thousands) | ||||||
Interest expense, excluding non-cash items |
| $ | 6,638 |
| $ | 3,656 |
Deferred financing amortization |
| 398 |
| 151 | ||
Interest expense, net | $ | 7,036 | $ | 3,807 |
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Interest expense increased primarily due to increased borrowings and higher interest rates as compared to the same period in 2022.
Other
During the first quarter of 2023, we recorded an unrealized loss of $0.1 million related to our investment in TuSimple compared to a $8.4 million loss in the same quarter in 2022.
Liquidity and Capital Resources
Overview
On March 20, 2023, the Company entered into the Merger Agreement. The Company has agreed to various covenants and agreements, including, among others, agreements to conduct business in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the effective time of the Merger. Outside of certain limited exceptions, we may not take, authorize, commit, resolve, or agree to do certain actions without Knight-Swift’s consent, including, without limitation:
● | acquiring businesses and disposing of assets; |
● | incurring expenditures and indebtedness above specified thresholds; |
● | issuing equity; and |
● | declaring dividends. |
Our business requires substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal and interest payments on our obligations, lease payments, letters of credit to support insurance requirements and tax payments when we generate taxable income. Recently, we have financed our capital requirements with borrowings under our Credit Facility, cash flows from operating activities, direct equipment financing, operating leases and proceeds from equipment sales.
We make substantial net capital expenditures to maintain a modern company tractor fleet and refresh our trailer fleet. During 2023, we currently plan to replace owned tractors with new owned tractors as they reach approximately 475,000 to 575,000 miles. Our mix of owned and leased equipment may vary over time due to tax treatment, financing options and flexibility of terms, among other factors.
We believe we can fund our expected cash needs, including debt repayment, in the short-term with projected cash flows from operating activities, borrowings under our Credit Facility and direct debt and lease financing we believe to be available for at least the next 12 months. Over the long-term, we expect that we will continue to have significant capital requirements, which may require us to seek additional borrowings or lease financing. We have obtained a significant portion of our revenue equipment under operating leases, which are not reflected as net capital expenditures but are recorded as operating lease liabilities on our balance sheet. The availability of financing will depend upon our financial condition and results of operations as well as prevailing market conditions.
Sources of Liquidity
Credit Facility
On January 28, 2020, we entered into the Credit Facility and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million.
The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025. Borrowings under the Credit Facility are classified as either “base rate loans” or “term SOFR loans”. Base rate loans accrue interest at a base
Page 36
rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) SOFR for a one month interest period. Term SOFR loans accrue interest at SOFR for a one, three, or six month period, at the Company’s election, plus an adjustment of 0.10% for one month SOFR period, 0.15% for a three month SOFR period, or 0.25% for a six month SOFR period, plus an applicable margin that adjusts quarterly between 1.25% and 1.75% based on the ratio of daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility.
Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base or revolving credit facility or (B) $20.0 million. Based on excess availability as of March 31, 2023, there was no fixed charge coverage ratio requirement.
The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.
The Company has letters of credit of $32.1 million outstanding as of March 31, 2023. The letters of credit are maintained primarily to support the Company’s insurance program.
See Notes 5 and 6 to the accompanying unaudited condensed consolidated financial statements for additional disclosures regarding our debt and leases, respectively.
Cash Flows
Our summary statements of cash flows for the three months ended March 31, 2023 and 2022 are set forth in the table below:
Three Months Ended | |||||||
March 31, | |||||||
| 2023 |
| 2022 |
| |||
(dollars in thousands) | |||||||
Net cash used in operating activities | $ | (3,346) | $ | (5,692) | |||
Net cash used in investing activities | $ | (20,837) | $ | (39,271) | |||
Net cash provided by financing activities | $ | 24,871 | $ | 41,847 |
Operating Activities
The increase in cash flows from operating activities was due primarily to a $47.3 million decrease in operating assets offset by a $24.3 million decrease in net income adjusted for noncash items, combined with a $20.6 million decrease in our operating liabilities. The decrease in operating assets is primarily due to decreased growth in Brokerage receivables in 2023 compared to 2022 partially offset by an increase in Truckload receivables. The decrease in operating liabilities was due in part to decreased Brokerage purchase transportation due to fewer loads combined with decreased accrued wages and benefits due to timing of payments offset by increased insurance reserves. Our decrease in net income adjusted for
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noncash items was due in part to increased insurance and claims expense, increased fuel costs per mile, decreased average revenue per mile, partially offset by increased available tractors.
Investing Activities
The decrease in net cash flows used in investing activities was primarily a result of decreased tractor purchases combined with increased proceeds from sales of used equipment compared to 2022. During 2023, our net miscellaneous capital expenditures decreased $8.3 million primarily due to the sale of a terminal leased to a former subsidiary combined with reduced computer software expenditures as compared to 2022.
Financing Activities
The decrease in net cash flows provided by financing activities is due in part to decreased borrowings under our Credit Facility along with increased payments of long-term debt as compared to the same period in 2022.
Working Capital
As of March 31, 2023, we had a working capital deficit of $124.1 million, representing a $44.7 million decrease in our working capital from March 31, 2022. The decrease in working capital was primarily the result of increased current maturities of long-term debt and the current portion of operating lease liabilities. When we analyze our working capital, we typically exclude balloon payments in the current maturities of long-term debt and current portion of operating lease liabilities as these payments are typically either funded with the proceeds from equipment sales or addressed by extending the maturity of such payments. We believe this facilitates a more meaningful analysis of our changes in working capital from period-to-period. Excluding balloon payments included in current maturities of long-term debt and current portion of operating lease liabilities as of March 31, 2023, we had a working capital deficit of $11.8 million, compared with a working capital deficit of $49.5 million at March 31, 2022. The increase in working capital was primarily the result of decreased accounts payable and accrued wages and benefits offset by decreased accounts receivable.
Working capital deficits are common to many trucking companies that operate by financing revenue equipment purchases through borrowing, or lease arrangements. When we finance revenue equipment through borrowing or lease arrangements, the principal amortization or, in the case of operating leases, the present value of the lease payments scheduled for the next twelve months, is categorized as a current liability, although the revenue equipment and operating lease right of use assets are classified as long-term assets. Consequently, each acquisition of revenue equipment financed with borrowing, or lease arrangements decreases working capital. We believe a working capital deficit has little impact on our liquidity. Based on our expected financial condition, net capital expenditures, results of operations, related net cash flows, borrowings under our Credit Facility, direct debt and lease financing, and other sources of financing, we believe our working capital and sources of liquidity will be adequate to meet our current and projected needs and we do not expect to experience material liquidity constraints in the foreseeable future.
Seasonality
In the trucking industry, revenue has historically decreased as customers reduce shipments following the winter holiday season and as inclement weather impedes operations. At the same time, operating expenses have generally increased, with fuel efficiency declining because of engine idling and weather, causing more physical damage equipment repairs and insurance claims and costs. For the reasons stated, first quarter results historically have been lower than results in each of the other three quarters of the year. However, cyclical changes in the trucking industry, including imbalances in supply and demand, can override the seasonality faced in the industry. Over the past several years, we have seen increases in demand at varying times, including surges between Thanksgiving and the year-end holiday season.
Contractual Obligations
During the three months ended March 31, 2023, there were no material changes in our commitments or contractual obligations.
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Critical Accounting Policies
We have reviewed our critical accounting policies and considered whether any new critical accounting estimates or other significant changes to our accounting policies require any additional disclosures. There have been no significant changes to our accounting policies since the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risks have not changed materially from the market risks reported in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2023. This evaluation is performed to determine if our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The CEO and CFO have concluded that our disclosure controls and procedures were effective to provide reasonable assurance as of March 31, 2023.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter ended March 31, 2023, there were no material changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various other litigation and claims primarily arising in the normal course of business, which include claims for personal injury or property damage incurred in the transportation of freight. Information relating to legal proceedings is included in Note 7 to our unaudited condensed consolidated financial statements, and is incorporated herein by reference.
ITEM 1A. RISK FACTORS
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Annual Report on Form 10-K for the year ended December 31, 2022, in the section entitled "Item 1A. Risk Factors," describe some of the risks and uncertainties associated with our business. The information presented below supplements such risk factors. The risk factor set forth below should be read in conjunction with the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.
Risks related to the Merger could materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.
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Completion of the Merger is subject to a number of closing conditions, including obtaining the approval of our stockholders and the receipt of required regulatory consents and approvals. We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
Each party’s obligation to consummate the Merger is subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to us, covenants to conduct our business in the ordinary course and to not engage in certain kinds of material transactions prior to closing. In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of the Special Committee to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement). As a result, we cannot assure you that the Merger will be completed, even if our stockholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame.
In addition, we are subject to the following risks related to the Merger:
● | the Merger may involve significant unexpected transaction costs and/or unknown or inestimable liabilities or delays; |
● | our business may suffer as a result of uncertainty surrounding the Merger; |
● | stockholder litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability; |
● | the proposed transactions may disrupt our current plans and operations or divert management’s attention from ongoing business operations and relationships with customers, employees, drivers or suppliers; |
● | effects relating to the announcement of the proposed transaction or any further announcements or the consummation of the proposed transaction (of failure thereof) on the market price of the Company’s common stock; |
● | impacts of actions and behaviors of customers, suppliers, employees, drivers or competitors; and |
● | difficulties with our ability to retain and hire key personnel and maintain relationships with third parties as a result of the proposed Merger may occur. |
The occurrence of any of these events individually or in combination could affect the Company’s business, financial condition, results of operations, cash flows, projected results, and future prospects.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31, 2023, we did not engage in unregistered sales of securities or any other transactions required to be reported under this Item 2 of Part II on Form 10-Q.
The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under the Credit Facility, as well as the Merger Agreement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
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ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
Exhibit | Description | ||
2.1† | |||
3.1 | |||
3.2 | |||
10.1 | |||
10.2 | |||
10.3 | |||
31.1# | |||
31.2# | |||
32.1## | |||
32.2## | |||
101.INS# | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||
101.SCH# | Inline XBRL Taxonomy Extension Schema Document | ||
101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB# | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||
101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104# | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
# Filed herewith.
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## Furnished herewith.
† | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
U.S. XPRESS ENTERPRISES, INC. | ||
Date: May 10, 2023 | By: | /s/ Eric Peterson |
Eric Peterson | ||
Chief Financial Officer | ||
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