U.S. Xpress Enterprises (USX) 10-Q 2003 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2003	Commission file number 0-24806
U.S. XPRESS ENTERPRISES, INC.
NEVADA	62-1378182
(State or other jurisdiction of Incorporation or organization)	(I.R.S. employer identification no.)
4080 Jenkins Road CHATTANOOGA, TENNESSEE 37421	(423) 510-3000
(Address of principal executive offices)	(Registrant’s telephone no.)

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

Yes  x No  o

         Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  x No  o

         As of March 31, 2003 10,904,443 shares of the registrant’s Class A common stock, par value $.01 per share, and 3,040,262 shares of the registrant’s Class B common stock, par value $.01 per share, were outstanding.

U.S. XPRESS ENTERPRISES, INC.

INDEX

		Page No.
PART I.	FINANCIAL INFORMATION
	Consolidated Financial Statements
	Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2002	3
	Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002	6
Item 1.	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	20
Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	21
	SIGNATURES	22

2

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)

	Three Months Ended March 31,
	2003		2002
Operating Revenue	$	220,666	$	197,220
Operating Expenses:
Salaries, wages and benefits		75,592		73,331
Fuel and fuel taxes		37,431		26,336
Vehicle rents		17,917		17,922
Depreciation and amortization, net of gain on sale		9,148		8,883
Purchased transportation		36,206		30,236
Operating expense and supplies		15,753		13,685
Insurance premiums and claims		10,904		8,996
Operating taxes and licenses		3,097		3,174
Communications and utilities		2,963		2,823
General and other operating		8,485		8,994
Early extinguishment of debt		—		1,776
Total operating expenses		217,496		196,156
Income from Operations		3,170		1,064
Interest Expense, net		2,928		3,405
Income (Loss) Before Income Taxes		242		(2,341	)
Income Tax Provision (Benefit)		121		(904	)
Net Income (Loss)	$	121	$	(1,437	)
Earnings (Loss) Per Share - basic	$	0.01	$	(0.10	)
Weighted average shares - basic		13,931		13,850
Earnings (Loss) Per Share - diluted	$	0.01	$	(0.10	)
Weighted average shares - diluted		14,033		13,850

(See Accompanying Notes to Consolidated Financial Statements)

3

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)

Assets	March 31, 2003			December 31, 2002
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	352		$	131
Customer receivables, net of allowance		96,480			92,893
Other receivables		11,104			10,557
Prepaid insurance and licenses		12,502			5,864
Operating and installation supplies		5,784			5,598
Deferred income taxes		5,204			5,306
Other current assets		9,133			7,355
Total current assets		140,559			127,704
Property and Equipment, at cost:
Land and buildings		44,083			44,080
Revenue and service equipment		217,463			235,978
Furniture and equipment		22,633			22,793
Leasehold improvements		18,296			17,607
Computer software		16,526			15,926
		319,001			336,384
Less accumulated depreciation and amortization		(113,462	)		(109,865	)
Net property and equipment		205,539			226,519
Other Assets:
Goodwill, net		72,028			71,976
Investment in Transplace		5,815			5,815
Other		6,840			6,525
Total other assets		84,683			84,316
Total Assets	$	430,781		$	438,539

(See Accompanying Notes to Consolidated Financial Statements)

4

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)

Liabilities and Stockholders’ Equity	March 31, 2003			December 31, 2002
	(Unaudited)
Current Liabilities:
Accounts payable	$	22,956		$	16,659
Book overdraft		476			6,437
Accrued wages and benefits		11,648			10,818
Claims and insurance accruals		25,582			25,224
Other accrued liabilities		2,797			3,558
Current maturities of long-term debt		30,941			38,956
Total current liabilities		94,400			101,652
Long-Term Debt, net of current maturities		127,720			128,907
Deferred Income Taxes		48,410			48,350
Other Long-Term Liabilities		1,298			1,198
Stockholders’ Equity:
Preferred stock, $.01 par value, 2,000,000 shares authorized, no shares issued		—			—
Common stock Class A, $.01 par value, 30,000,000 shares authorized, 13,448,832 and 13,408,327 shares issued at March 31, 2003 and December 31, 2002, respectively		134			134
Common stock Class B, $.01 par value, 7,500,000 shares authorized, 3,040,262 shares issued and outstanding at March 31, 2003 and December 31, 2002		30			30
Additional paid-in capital		106,661			106,334
Retained earnings		76,889			76,768
Other comprehensive loss		(31	)		(100	)
Treasury Stock, Class A, at cost (2,544,389 shares at March 31, 2003 and December 31, 2002)		(24,483	)		(24,483	)
Notes receivable from stockholders		(211	)		(211	)
Unamortized compensation on restricted stock		(36	)		(40	)
Total stockholders’ equity		158,953			158,432
Total Liabilities and Stockholders’ Equity	$	430,781		$	438,539

(See Accompanying Notes to Consolidated Financial Statements)

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U.S. XPRESS ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

	Three Months Ended March 31,
	2003			2002
Cash Flows from Operating Activities:
Net Income (Loss)	$	121		$	(1,437	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Early extinguishment of debt		—			1,776
Deferred income tax provision		60			(118	)
Depreciation and amortization		9,432			8,795
Gain on sale of equipment		(284	)		88
Change in operating assets and liabilities
Receivables		(4,086	)		(10,758	)
Prepaid insurance and licenses		(6,638	)		(5,882	)
Operating and installation supplies		(179	)		(278	)
Other assets		(1,703	)		(1,320	)
Accounts payable and other accrued liabilities		5,837			5,250
Accrued wages and benefits		830			2,027
Other		(60	)		70
Net cash provided by (used in) operating activities		3,330			(1,787	)
Cash Flows from Investing Activities:
Payments for purchases of property and equipment		(7,209	)		(2,643	)
Proceeds from sales of property and equipment		18,940			40
Net cash provided by (used in) investing activities		11,731			(2,603	)
Cash Flows from Financing Activities:
Net borrowings under lines of credit		4,162			—
Borrowings of long-term debt		1,539			971
Payments of long-term debt		(14,903	)		(4,029	)
Book overdraft		(5,961	)		—
Proceeds from issuance of common stock		323			292
Proceeds from exercise of stock options		—			36
Net cash used in financing activities		(14,840	)		(2,730	)
Net Increase (Decrease) in Cash and Cash Equivalents		221			(7,120	)
Cash and Cash Equivalents, beginning of period		131			8,185
Cash and Cash Equivalents, end of period		352			1,065
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	3,132		$	3,493
Cash paid during the period for income taxes	$	434		$	118
Conversion of operating leases to equipment installment notes	$	—		$	9,661

(See Accompanying Notes to Consolidated Financial Statements)

6

U.S. XPRESS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In Thousands, Except Per Share Data)

1.       Consolidated Financial Statements

          The interim consolidated financial statements contained herein reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the financial condition and results of operations for the periods presented. They have been prepared by the Company, without audit, in accordance with the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

          Operating results for the three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.  In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included.  Such adjustments consisted only of items that are of a normal recurring nature.

          These interim consolidated financial statements should be read in conjunction with the Company’s latest annual consolidated financial statements (which are included in the 2002 Annual Report to Stockholders in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2003).

2.       Organization and Operations

          U. S. Xpress Enterprises, Inc. (the “Company”) provides transportation services through two business segments, U.S. Xpress, Inc. (“U.S. Xpress”) and Xpress Global Systems, Inc. (“Xpress Global Systems”).  U.S. Xpress is a truckload carrier serving the continental United States and parts of Canada and Mexico.  Xpress Global Systems provides transportation, warehousing and distribution services to the floorcovering industry and also provides airport-to-airport transportation services to the airfreight and airfreight forwarding industries.

3.       Summary of Significant Accounting Policies

Principles of Consolidation
          The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant intercompany transactions and accounts have been eliminated.

Property and Equipment
          Property and equipment are carried at cost.  Depreciation and amortization of property and equipment is computed using the straight-line method for financial reporting purposes and accelerated methods for tax purposes over the estimated useful lives of the related assets (net of salvage value) as follows:

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Buildings	10-30 years
Revenue and service equipment	3-7 years
Furniture and equipment	3-7 years
Leasehold improvements	5-6 years
Computer software	1-5 years

          Expenditures for normal maintenance and repairs are expensed.  Renewals or betterments that affect the nature of an asset or increase its useful life are capitalized.

Earnings Per Share
          The difference in basic and diluted weighted average shares is due to the assumed conversion of outstanding options.  Due to the loss in the three-month period ended March 31, 2002, the outstanding options are anti-dilutive and are not considered in EPS.  The computation of basic and diluted earnings per share is as follows:

	Three Months Ended March 31,
	2003		2002
Net Income	$	121	$	(1,437	)
Denominator
Weighted average common shares outstanding		13,931		13,850
Equivalent shares issuable upon exercise of stock options		102		—
Diluted shares		14,033		13,850
Earnings (loss) per share
Basic	$	0.01	$	(0.10	)
Diluted	$	0.01	$	(0.10	)

Stock Based Compensation
          The Company accounts for its stock-based compensation plans under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and has elected the disclosure option of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”.

          As of December 31, 2002, the Company adopted SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”.  SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation.  It also amends the disclosure provisions of that statement to require prominent disclosure about the effects of an entity’s accounting policy decisions with respect to stock-based employee compensation.  Finally, SFAS No. 148 amends APB Opinion No. 28, “Interim Financial Reporting”, to require disclosure about these effects in interim financial information.

          The following pro forma summary presents the Company’s net income (loss) and earnings (loss) per share which would have been reported had the Company determined stock compensation cost using the alternative fair value method of accounting set forth under SFAS No. 123.

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	Three Months Ended March 31,
	2003			2002
Net income (loss), as reported	$	121		$	(1,437	)
Stock-based employee compensation, net of tax		(68	)		(95	)
Pro forma net income (loss)	$	53		$	(1,532	)
Net income (loss) per share, basic, as reported	$	0.01		$	(0.10	)
Net income (loss) per share, basic, pro forma	$	0.00		$	(0.11	)
Net income (loss) per share, diluted, as reported	$	0.01		$	(0.10	)
Net income (loss) per share, diluted, pro forma	$	0.00		$	(0.11	)

Book Overdraft
          Book overdraft represents outstanding checks in excess of current cash levels.  The Company will fund the book overdraft from its line of credit and operating cash flows.

Reclassifications
          Certain reclassifications have been made in the 2002 financial statements to conform to the 2003 presentation.

4.       Commitments and Contingencies

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

          The Company has letters of credit of $36,219 outstanding at March 31, 2003.  The letters of credit are maintained primarily to support the Company’s insurance program. 

5.       Derivative Financial Instruments

          The Company adopted the SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, on January 1, 2001.  SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at fair value. The Company had designated its interest rate swap agreements as cash flow hedge instruments.  The swap agreements are used to manage exposure to interest rate movement by effectively changing the variable rate to a fixed rate.   The fair value of the interest rate swap agreements is defined as the amount the Company would receive or would be required to pay to terminate further obligations under the agreements.  Changes in fair value of the interest rate agreements were recognized in other comprehensive income through March 29, 2002.

          On March 29, 2002, in connection with entering into a new revolving credit agreement, the outstanding interest rate swap agreements ceased to qualify as cash flow hedge instruments

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because they were not matched to the terms of the new debt.  Accordingly, they are not designated as hedging instruments from and after such date. Effective March 29, 2002, the amounts included in other comprehensive income related to the interest rate swap agreements are being amortized over the remaining term of the respective agreements.  Future changes in the market value of the swap agreements will be reflected as interest expense in the Consolidated Statements of Operations.  At March 31, 2003 and 2002, the Company estimates the amount it would be required to pay to terminate the agreements approximates $194 and $1,175, respectively.

6.       Operating Segments

          The Company has two reportable segments based on the types of services it provides to its customers: U.S. Xpress, Inc., which provides truckload operations throughout the continental United States and parts of Canada and Mexico, and Xpress Global Systems, Inc., which provides transportation, warehousing and distribution services to the floorcovering industry and also provides airport-to-airport transportation services to the airfreight and airfreight forwarding industries.  Substantially all intersegment sales prices are market based.  The Company evaluates performance based on operating income of the respective business units.

	(Dollars in Thousands)
	U.S. Xpress		Xpress Global Systems		Consolidated
Three Months Ended March 31, 2003
Revenues – external customers	$	191,557	$	29,109	$	220,666
Intersegment revenues		8,610		—		8,610
Operating income		3,044		126		3,170
Total assets		395,798		34,983		430,781
Three Months Ended March 31, 2002
Revenues – external customers	$	172,508	$	24,712	$	197,220
Intersegment revenues		5,569		—		5,569
Operating income		2,799		41		2,840
Total assets		400,677		29,712		429,849

          The difference in consolidated operating income as shown above and consolidated income (loss) before income tax provision (benefit) on the Consolidated Statements of Operations is net interest expense of $2,928 and $3,405 for the three months ended March 31, 2003 and 2002, respectively, and early extinguishment of debt of $1,776 for the three months ended March 31, 2002, which is considered a corporate expense.

7.       Comprehensive Income (Loss)

          Comprehensive income (loss) consisted of the following components for the three months ended March 31, 2003 and 2002, respectively:

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	For the Three Months Ended March 31,
	2003		2002
	(in thousands)
Net income (loss)	$	121	$	(1,437	)
Net gain on current period cash flow hedges		—		312
Amortization of hedge de-designation		69		—
Total	$	190	$	(1,125	)

8.       Long-Term Debt

          On March 29, 2002, the Company entered into a $100.0 million senior secured revolving credit facility.  Proceeds from this new facility were used to repay the then existing revolving credit facility.  The revolving credit facility provides for borrowings up to $100.0 million, with availability at any given time based on specified percentages of eligible receivables and revenue equipment, less reserves, under the facility’s Borrowing Base formula.  Letters of credit under the facility are limited to $37.0 million.  The facility matures in March 2007.

          The facility allows the Company to select interest rates for all or any portion of the outstanding balance, based on either a Base Rate (based on the domestic prime rate) plus an Applicable Margin or LIBOR plus an Applicable Margin.  The Applicable Margin ranges from 0.75% to 1.5% for Base Rate Loans and from 2.25% to 3.0% for LIBOR Loans, based in each case on the aggregate availability as defined.  At March 31, 2003, the Applicable Margin was 1.00% for Base Rate Loans and 2.50% for LIBOR Loans.  The facility also prescribes additional fees for Letter of Credit transactions and a monthly commitment fee based on the difference between the total commitment and the total borrowing capacity utilized by the Company from time to time.

          At March 31, 2003, $26.6 million in borrowings were outstanding under the facility with $26.2 million available to borrow.  The facility is secured by substantially all assets of the Company, other than real estate and assets securing other debt of the Company.

          The new facility requires, among other things, maintenance by the Company of prescribed minimum amounts of Consolidated Tangible Net Worth, Fixed Charge Coverage Ratios and Leverage Ratios.  It also: (i) limits the Company’s future capital expenditures; (ii) prohibits all acquisitions by the Company of its own capital stock or the payment of dividends on such stock; and (iii) effectively prohibits future asset acquisitions or dispositions (except in the ordinary course of business) or other business combination transactions by the Company without the Lenders’ consent.

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9.       Early Extinguishment of Debt

          In April 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS No. 145 rescinds SFAS No. 4, which required all material gains and losses from extinguishment of debt to be classified as an extraordinary item, net of related income tax effect.  As a result, upon adoption extinguishment gains and losses will be classified as ordinary gains or losses in the income statement.  Additionally, any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods should be reclassified to ordinary gain or loss in comparative income statements.  SFAS No. 145 is effective for fiscal years beginning after May 15, 2002.  Effective January 1, 2003, the Company adopted SFAS No. 145 which resulted in a reclassification of an extraordinary loss from the early extinguishment of debt of $1.1 million, net of tax, to income from operations in the accompanying Consolidated Statements of Operations.

10.     Leases

          In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statement Nos. 5, 57 and 107 and a rescission of FASB Interpretation No. 34.  This Interpretation elaborates on the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued.  The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken.  The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002.  The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002.  The Company has adopted Interpretation No. 45 effective January 1, 2003.

The Company leases certain revenue and service equipment and office and terminal facilities under long-term non-cancelable operating lease agreements expiring at various dates through September 2009.   Revenue equipment lease terms are generally 3 - 4 years for tractors and 5-7 years for trailers.  Substantially all equipment leases provide for guarantees by the Company of a portion of the residual amount under certain circumstances at the end of the lease term.  The maximum potential amount of future payments (undiscounted) under these guarantees is approximately $145.5 million at March 31, 2003.  The residual value of a substantial portion of the leased revenue equipment is covered by repurchase or trade agreements in principle between the Company and the equipment manufacturer.

11.     Recent Accounting Pronouncements

          In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).  The principal difference between Statement 146 and Issue 94-3 relates to Statement 146’s requirements for recognition of a liability for a cost associated

12

with an exit or disposal activity.  Statement No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.  Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity’s commitment to an exit plan.  A fundamental conclusion reached by the FASB in this Statement is that an entity’s commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. Severance pay under Statement No. 146, in many cases, will be recognized over time rather than up front. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002.  The adoption of SFAS No. 146 had no impact on the Company’s financial position or results of operations.

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

General

          U. S. Xpress Enterprises, Inc. (the “Company”) provides transportation services through two business segments, U.S. Xpress, Inc. (“U.S. Xpress”) and Xpress Global Systems, Inc. (“Xpress Global Systems”).  U.S. Xpress is a truckload carrier serving the continental United States and parts of Canada and Mexico.  Xpress Global Systems provides transportation, warehousing and distribution services to the floorcovering industry and also provides airport-to-airport transportation services to the airfreight and airfreight forwarding industries.

Results of Operations

          The following table sets forth, for the periods indicated, the components of the consolidated statements of operations expressed as a percentage of operating revenue:

	Three Months Ended
	March 31,			March 31,
	2003			2002
Operating Revenue		100.0	%		100.0	%
Operating Expenses:
Salaries, wages and benefits		34.3			37.2
Fuel and fuel taxes		17.0			13.4
Vehicle rents		8.1			9.1
Depreciation and amortization, net of gain on sale		4.1			4.5
Purchased transportation		16.4			15.4
Operating expense and supplies		7.1			6.9
Insurance premiums and claims		4.9			4.6
Operating taxes and licenses		1.4			1.6
Communications and utilities		1.4			1.4
General and other operating		3.9			4.5
Early extinguishment of debt		0.0			0.9
Total operating expenses		98.6			99.5
Income from Operations		1.4			0.5
Interest Expense, net		1.3			1.7
Income (Loss) Before Income Taxes		0.1			(1.2	)
Income Tax Provision (Benefit)		0.1			(0.5	)
Net Income (Loss)		0.0	%		(0.7%	)

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Comparison of the Three Months Ended March 31, 2003 to the Three Months Ended March 31, 2002

          Operating revenue during the three-month period ended March 31, 2003 increased $23.5 million or 11.9% to $220.7 million, compared to $197.2 million during the same period in 2002.  U.S. Xpress revenue increased $22.1 million, or 12.4%, due primarily to a 3.3% increase in revenue miles and a 2.8% increase in revenue per mile to $1.270 from $1.235, combined with a  $9.2 million increase in fuel surcharge revenue.  Revenue miles increased due to an increase in the average number of tractors by 246, or 4.7%, to 5,507 from 5,261. Xpress Global Systems revenue increased $4.4 million, or 17.8%, due to a $2.8 million increase in revenues in the airport-to-airport transportation business due primarily to a 33.0% increase in shipments, and a $1.6 million increase in the floorcovering logistics business, due primarily to increase in revenue per shipment.

          Operating expenses represented 98.6% of operating revenue for the three months ended March 31, 2003, compared to 99.5% during the same period in 2002.

          Salaries, wages and benefits as a percentage of operating revenue were 34.3% during the three months ended March 31, 2003, compared to 37.2% during the same period in 2002.  This decrease was primarily due to fuel surcharge revenue being a higher portion of operating revenue, combined with the increased use of owner-operators, compared to the same period in 2002.  Owner-operators accounted for 18.2% of the Company’s average truck fleet during 2003, compared to 15.9% during the same period in 2002.  All owner-operator expenses are reflected as purchased transportation.

          Fuel and fuel taxes as a percentage of operating revenue were 17.0% during the three months ended March 31, 2003, compared to 13.4% during the same period in 2002.  This increase was primarily due to the approximately 38.0% increase in the average fuel price per gallon during the three months ended March 31, 2003 compared to the same period in 2002, offset by the increased use of owner-operators who pay for their fuel purchases.  The Company’s exposure to increases in fuel prices is partially mitigated by fuel surcharges to its customers.  The Company recognized $10.3 million of fuel surcharge revenue for the three months ended March 31, 2003, compared to $1.1 million during the same period in 2002.

          Vehicle rents were $17.9 million during the three months ended March 31, 2003 and March 31, 2002.  While the Company has increased the average number of tractors leased by 12.6% and decreased the average number of trailers by 4.3%, lease expense remained constant due primarily to lower average per unit lease payments due to lower interest rates and lower lease payments associated with extensions on existing tractor leases.  Depreciation and amortization was $9.1 million during the three months ended March 31, 2003, compared to $8.9 million during the same period in 2002.  The Company includes gains and losses from the sale of revenue equipment in depreciation expense.  Net gains from the sale of revenue and other equipment for the three months ended March 31, 2003 were $284,000, compared to a net loss of $88,000 during the same period in 2002.  Overall, as a percentage of operating revenue vehicle rents and depreciation were 12.2% during the three months ended March 31, 2003, compared to 13.6% during the same period in 2002.

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          Purchased transportation as a percentage of operating revenue was 16.4% during the three months ended March 31, 2003, compared to 15.4% during the same period in 2002.  This increase was primarily due to an increase in the average number of owner-operators in the three months ended March 31, 2003 to 1,000, or 18.2% of the total fleet, compared to 838, or 15.9% of the total fleet, for the same period in 2002.

          Operating expenses and supplies as a percentage of operating revenue were 7.1% during the three months ended March 31, 2003 compared to 6.9% during the same period in 2002. This increase is primarily attributable to an increase in maintenance expenses due to the Company extending the trade cycle of its revenue equipment.

          Insurance premiums and claims, as a percentage of operating revenue were 4.9% during the three months ended March 31, 2003, compared to 4.6% during the same period in 2002. This increase is primarily due to an increase in claims related to cargo and physical damage insurance.

          Operating taxes and licenses, as a percentage of operating revenue, were 1.4% during the three months ended March 31, 2003, compared to 1.6% during the same period in 2002.  The decrease was due primarily to the 2.7% increase in revenue per mile, combined with a 17.8% increase in Xpress Global Systems’ revenue, which does not require additional Company tractors because Xpress Global Systems relies mainly on purchased transportation for movement of its freight.

          General and other operating expenses were $8.5 million in the three months ended March 31, 2003, compared to $9.0 million during the same period in 2002.  The decline was due in part to lower legal and professional fees and reductions in other administrative costs.

          Early extinguishment of debt in the three months ended March 31, 2002 was in connection with the repayment of the former revolving credit agreement.  The Company incurred a charge of $1.8 million related to fees and additional costs incurred with the early extinguishment of debt.

          Interest expense decreased $0.5 million, or 14.0%, to $2.9 million during the three months ended March 31, 2003, compared to $3.4 million during the same period in 2002.   This decrease was primarily attributable to decreased borrowings and a decrease in the average interest rate.

          The effective tax rate was 50.0% during the three months ended March 31, 2003, compared to a benefit of 38.6% during the same period in 2002.  The higher rate is primarily the result of non-deductible per diems paid to drivers during the three months ended March 31, 2003.  The Company initiated a per diem driver pay plan in February 2002.

          Income from operations for the three months ended March 31, 2003 increased $2.1 million, or 197.7%, to $3.2 million from $1.1 million during the same period in 2002.  As a percentage of operating revenue, income from operations was 1.4% for the three months ended March 31, 2003 and 0.5% for the same period in 2002.

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Liquidity and Capital Resources

          The Company’s primary sources of liquidity and capital resources during the three month period ended March 31, 2003 were cash from operations, borrowings under lines of credit and equipment installment notes, proceeds from sales of used revenue equipment and the use of long-term operating leases for revenue equipment acquisitions. 

          On March 29, 2002, the Company entered into a $100.0 million senior secured revolving credit facility.  Proceeds from this new facility were used to repay the then existing revolving credit facility.  The revolving credit facility provides for borrowings up to $100.0 million, with availability at any given time based on specified percentages of eligible receivables and revenue equipment, less reserves, under the facility’s Borrowing Base formula.  Letters of credit under the facility are limited to $37.0 million. 

          The facility allows the Company to select interest rates for all or any portion of the outstanding balance, based on either a Base Rate (based on the domestic prime rate) plus an Applicable Margin or LIBOR plus an Applicable Margin.  The Applicable Margin ranges from 0.75% to 1.5% for Base Rate Loans and from 2.25% to 3.0% for LIBOR Loans, based in each case on the aggregate availability as defined.  At March 31, 2003, the Applicable Margin was 1.00% for Base Rate Loans and 2.50% for LIBOR Loans.  The facility also prescribes additional fees for Letter of Credit transactions and a monthly commitment fee based on the difference between the total commitment and the total borrowing capacity utilized by the Company from time to time.

          At March 31, 2003, $26.6 million in borrowings were outstanding under the facility with $26.2 million available to borrow.  The facility is secured by substantially all assets of the Company, other than real estate and assets securing other debt of the Company.

          The new facility requires, among other things, maintenance by the Company of prescribed minimum amounts of Consolidated Tangible Net Worth, Fixed Charge Coverage Ratios and Leverage Ratios.  It also: (i) limits the Company’s future capital expenditures; (ii) prohibits all acquisitions by the Company of its own capital stock or the payment of dividends on such stock; and (iii) effectively prohibits future asset acquisitions or dispositions (except in the ordinary course of business) or other business combination transactions by the Company without the Lenders’ consent.

          Cash provided by operations increased to $3.3 million during the three months ended March 31, 2003, compared to cash used in operations of $1.8 million during the same period in 2002, due in part to a $2.6 million increase in pretax income, combined with a decrease in the growth of working capital.  Net cash provided by investing activities was $11.7 million during the three months ended March 31, 2003, compared to cash used in investing activities of $2.6 million during the same period in 2002.  During the three months ended March 31, 2003, the Company replaced more revenue equipment compared to the same period in 2002, and new additions were primarily funded through use of operating leases.  Net cash used in financing activities was $14.8 million during the three months ended March 31, 2003, compared to $2.7 million during the same period in 2002.  During 2003, the Company used proceeds from the sale of revenue equipment to pay down long-term debt.  Current maturities of long-term debt at

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March 31, 2003 of $30.9 million include $14.1 million in balloon payments related to maturing revenue equipment installment notes.  The balloon payments are generally expected to be funded with proceeds from the sale of the related revenue equipment, which is generally covered by repurchase and/or trade agreements in principle between the Company and the equipment manufacturer.

          Management believes that the aggregate funds provided by operations, borrowings under its lines of credit, equipment installment loans, sales of used revenue equipment and long-term operating lease financing will be sufficient to fund its cash needs and anticipated capital expenditures through the next twelve months.

          The following table represents the Company’s outstanding contractual obligations at March 31, 2003 excluding letters of credit.  Letters of credit of $36,219 were outstanding at March 31, 2003.  The letters of credit are maintained primarily to support the Company’s insurance program and are renewed on an annual basis.

	Payments Due By Period (in thousands)
Contractual Obligations	Total		2003		2004-2005		2006-2007		Thereafter
Long-Term Debt	$	154,418	$	24,638	$	38,297	$	67,214	$	24,269
Capital Lease Obligations		4,243		813		1,868		1,562		—
Operating Leases – Revenue Equipment		133,285		49,114		59,651		24,247		273
Operating Leases – Other		27,498		8,366		13,833		4,385		914
Total Contractual Cash Obligations	$	319,444	$	82,931	$	113,649	$	97,408	$	25,456

          The Company leases certain revenue and service equipment and office and terminal facilities under long-term non-cancelable operating lease agreements.  Substantially all equipment leases provide for guarantees by the Company of a portion of the residual amount under certain circumstances at the end of the lease term.  The maximum potential amount of future payments (undiscounted) under these guarantees is approximately $145.5 million at March 31, 2003.  The residual value of a substantial portion of the leased revenue equipment is covered by repurchase or trade agreements in principle between the Company and the equipment manufacturer.

Recent Accounting Pronouncements

          In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).  The principal difference between Statement 146 and Issue 94-3 relates to Statement 146’s requirements for recognition of a liability for a cost associated with an exit or disposal activity.  Statement No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred.  Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity’s commitment to an exit plan.  A fundamental conclusion reached by the FASB in this Statement is that an entity’s commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. Severance pay under Statement No. 146, in many cases, will be recognized over time rather than up front. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002.  The adoption of SFAS No. 146 had no impact on the Company’s financial position or results of operations.

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Inflation

          Inflation has not had a material effect on the Company’s results of operations or financial condition during the past three years. However, inflation higher than experienced during the past three years could have an adverse effect on the Company’s future results.

Seasonality

          In the trucking industry, revenue generally shows a seasonal pattern as customers reduce shipments during and after the winter holiday season and as a result of inherent weather variations. The Company’s operating expenses also have historically been higher during the winter months.

          This Quarterly Report contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements may be identified by their use of terms or phrases such as “expects,” “estimated,” “projects,” “believes,” “anticipates,” intends,” and similar terms and phrases, and may include, but not be limited to, projections of revenues, income or loss, capital expenditures, acquisitions, plans for growth and future operations, financing needs or plans or intentions relating to acquisitions by the Company, as well as assumptions relating to the foregoing.  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.  Such risks and uncertainties include, but are not limited to, those factors discussed under the heading “Special Considerations” in the Company’s Annual Report on Form 10-K, as well as other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk

          The Company has interest rate exposure arising from the Company’s line of credit and other installment notes, which have variable interest rates.  At March 31, 2003, the Company had $47.0 million of variable rate debt.  The Company has interest rate swap agreements which convert floating rates to fixed rates for a total notional amount of $10.0 million.  If interest rates on the Company’s existing variable rate debt, after considering interest rate swaps, were to increase by 10% from their March 31, 2003 rates for the next twelve months, there would be no material adverse impact on the Company’s results of operations.

Commodity Price Risk

          Fuel is one of the Company’s largest expenditures.  The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors generally outside the Company’s control.  Many of the Company’s customer contracts contain fuel surcharge provisions to mitigate increases in the cost of fuel.  However, there is no assurance that such fuel surcharges could be used to offset future increases in fuel prices.

Item 4. Controls and Procedures

          Within the 90 days prior to the date of this Form 10-Q, an evaluation under Rule 13a-14 of the Securities Exchange Act of 1934 was performed under the supervision and with the participation of our management, including our principal executive and financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective.  There have been no significant changes in our internal controls and procedures or in other factors that could significantly affect internal controls subsequent to the date of the evaluation.

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U.S. XPRESS ENTERPRISES, INC.

PART II - OTHER INFORMATION

Item 6.	Exhibits and Reports on Form 8-K
	(a)	Exhibits
		99.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		99.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b)	Reports on Form 8-K
		During the quarter ended March 31, 2003, the Company filed the following reports on Form 8-K:
		(i)	a Current Report dated April 21, 2003, to furnish copies of the Company’s Earnings Release dated April 21, 2003 for purposes of Regulation FD.

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SIGNATURES

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

		U.S. XPRESS ENTERPRISES, INC.
		(Registrant)
Date:  May 15, 2003	By:	/s/ PATRICK E. QUINN
		Patrick E. Quinn President
Date:  May 15, 2003	By:	/s/ RAY M. HARLIN
		Ray M. Harlin Principal Financial Officer

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CERTIFICATION

I, Ray M. Harlin, certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of U.S. Xpress Enterprises, Inc.
2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)     Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.
	b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)     Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function);
	a)     All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:   May 15, 2003
	By:	/s/ RAY M. HARLIN
	Title:	Chief Financial Officer

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CERTIFICATION

I, Patrick E. Quinn, certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of U.S. Xpress Enterprises, Inc.
2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function);
	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:   May 15, 2003
	By:	/s/ PATRICK E. QUINN
	Title:	President

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CERTIFICATION

I, Max L. Fuller, certify that:
1.     I have reviewed this Quarterly Report on Form 10-Q of U.S. Xpress Enterprises, Inc.
2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function);
	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:   May 15, 2003
	By:	/s/ MAX L. FULLER
	Title:	Vice President

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