Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Entity File Number | 001-38528 | |||
Entity Registrant Name | US XPRESS ENTERPRISES INC | |||
Entity Incorporation, State or Country Code | NV | |||
Entity Tax Identification Number | 62-1378182 | |||
Entity Address, Address Line One | 4080 Jenkins Road | |||
Entity Address, City or Town | Chattanooga | |||
Entity Address, State or Province | TN | |||
Entity Address, Postal Zip Code | 37421 | |||
City Area Code | 423 | |||
Local Phone Number | 510-3000 | |||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |||
Trading Symbol | USX | |||
Security Exchange Name | NYSE | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
ICFR Auditor Attestation Flag | true | |||
Auditor Name | GRANT THORNTON LLP | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 248 | 238 | ||
Auditor Location | Tulsa, Oklahoma | Birmingham, AL | ||
Entity Filer Category | Accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 280.9 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
Entity Central Index Key | 0000923571 | |||
Amendment Flag | false | |||
Common Stock Class B | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding (in shares) | 15,657,089 | |||
Common Stock Class A | ||||
Document Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding (in shares) | 35,001,769 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 5,695 | $ 5,505 |
Customer receivables, net of allowance of $11 and $157 at December 31, 2021 and December 31, 2020, respectively | 231,687 | 189,869 |
Other receivables | 18,046 | 19,203 |
Prepaid insurance and licenses | 13,867 | 14,265 |
Operating supplies | 9,550 | 8,953 |
Assets held for sale | 11,831 | 12,382 |
Other current assets | 32,020 | 16,263 |
Total current assets | 322,696 | 266,440 |
Property and equipment, at cost | 890,933 | 896,264 |
Less accumulated depreciation and amortization | (370,112) | (394,603) |
Net property and equipment | 520,821 | 501,661 |
Other assets | ||
Operating lease right of use assets | 292,347 | 287,251 |
Goodwill | 59,221 | 59,221 |
Intangible assets, net | 24,129 | 25,513 |
Other | 50,829 | 39,504 |
Total other assets | 426,526 | 411,489 |
Total assets | 1,270,043 | 1,179,590 |
Current liabilities | ||
Accounts payable | 126,910 | 83,621 |
Book overdraft | 7,096 | |
Accrued wages and benefits | 45,011 | 40,095 |
Claims and insurance accruals, current | 44,309 | 47,667 |
Other accrued liabilities | 5,962 | 5,986 |
Current portion of operating lease liabilities | 88,375 | 78,193 |
Current maturities of long-term debt and finance leases | 85,117 | 103,690 |
Total current liabilities | 402,780 | 359,252 |
Liabilities, Noncurrent [Abstract] | ||
Long-term debt and finance leases, net of current maturities | 290,392 | 255,287 |
Less unamortized discount and debt issuance costs | (357) | (314) |
Net long-term debt and finance leases | 290,035 | 254,973 |
Deferred income taxes | 24,301 | 25,162 |
Other long-term liabilities | 14,457 | 14,615 |
Claims and insurance accruals, long-term | 54,819 | 55,420 |
Noncurrent operating lease liabilities | 205,362 | 209,311 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Additional paid-in capital | 267,621 | 261,338 |
Retained earnings (deficit) | 8,440 | (2,430) |
Stockholders' equity | 276,566 | 259,405 |
Noncontrolling interest | 1,723 | 1,452 |
Total stockholders' equity | 278,289 | 260,857 |
Total liabilities and stockholders' equity | 1,270,043 | 1,179,590 |
Common Stock Class A | ||
Stockholders' equity | ||
Common stock | 348 | 340 |
Common Stock Class B | ||
Stockholders' equity | ||
Common stock | $ 157 | $ 157 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance | $ 11 | $ 157 |
Common Stock Class A | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common stock, shares issued (in shares) | 34,831,118 | 33,981,185 |
Common stock, shares outstanding (in shares) | 34,831,118 | 33,981,185 |
Common Stock Class B | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 15,657,089 | 15,647,095 |
Common stock, shares outstanding (in shares) | 15,657,089 | 15,647,095 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Revenue | $ 1,948,526 | $ 1,742,101 | $ 1,707,361 |
Operating expenses | |||
Salaries, wages, and benefits | 619,983 | 556,507 | 530,801 |
Fuel and fuel taxes | 182,875 | 136,677 | 189,174 |
Vehicle rents | 90,085 | 86,684 | 80,064 |
Depreciation and amortization, net of (gain) loss on sale of property | 81,976 | 102,827 | 94,337 |
Operating expenses and supplies | 147,779 | 133,356 | 142,248 |
Insurance premiums and claims | 83,376 | 87,053 | 88,959 |
Operating taxes and licenses | 14,490 | 15,084 | 13,849 |
Communications and utilities | 12,639 | 8,990 | 8,928 |
General and other operating expenses | 62,623 | 55,176 | 52,173 |
Gain on sale of subsidiary | (831) | ||
Total operating expenses | 1,930,097 | 1,698,550 | 1,681,291 |
Operating income | 18,429 | 43,551 | 26,070 |
Other expense (income) | |||
Interest expense, net | 14,532 | 18,847 | 21,635 |
Impairment of equity method investments or note receivable | 6,793 | ||
Equity in loss of affiliated companies | 270 | ||
Other expense (income) | (7,677) | 2,000 | 26 |
Nonoperating Income (Expense), Total | 6,855 | 20,847 | 28,724 |
Income (loss) before income tax provision (benefit) | 11,574 | 22,704 | (2,654) |
Income tax provision | 433 | 5,072 | 389 |
Net total and comprehensive income (loss) | 11,141 | 17,632 | (3,043) |
Net total and comprehensive income (loss) attributable to noncontrolling interest | 271 | (920) | 604 |
Net total and comprehensive income (loss) attributable to controlling interest | $ 10,870 | $ 18,552 | $ (3,647) |
Earnings (loss) per share | |||
Basic earnings (loss) per share (in dollars per share) | $ 0.22 | $ 0.37 | $ (0.07) |
Basic weighted average shares outstanding (in shares) | 50,370 | 49,528 | 48,788 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.21 | $ 0.35 | $ (0.07) |
Diluted weighted average shares outstanding (in shares) | 52,167 | 50,674 | 48,788 |
Cargo and Freight [Member] | |||
Revenues | |||
Revenue | $ 1,794,278 | $ 1,619,199 | $ 1,538,450 |
Fuel Surcharge [Member] | |||
Revenues | |||
Revenue | 154,248 | 122,902 | 168,911 |
Shipping and Handling [Member] | |||
Operating expenses | |||
Purchased transportation | $ 634,271 | $ 516,196 | $ 481,589 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member]Common Stock Class A | Common Stock [Member]Common Stock Class B | Additional Paid in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | $ 329 | $ 155 | $ 251,742 | $ (17,335) | $ 3,496 | $ 238,387 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 3,846 | 3,846 | ||||
Vesting of restricted units | 3 | 2 | (49) | (44) | ||
Issuance of common stock under ESPP, value | 1 | 348 | 349 | |||
Purchase of noncontrolling interest | (5,187) | (3,472) | (8,659) | |||
Net income (loss) | (3,647) | 604 | (3,043) | |||
Stockholders' Equity, Ending Balance at Dec. 31, 2019 | 333 | 157 | 250,700 | (20,982) | 628 | 230,836 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 4,395 | 4,395 | ||||
Vesting of restricted units | 4 | 1 | (140) | (135) | ||
Class B stock converted to Class A stock | 1 | (1) | ||||
Issuance of common stock under ESPP, value | 2 | 849 | 851 | |||
Issuance of subsidiary shares in business combination | 5,534 | 1,744 | 7,278 | |||
Net income (loss) | 18,552 | (920) | 17,632 | |||
Stockholders' Equity, Ending Balance at Dec. 31, 2020 | 340 | 157 | 261,338 | (2,430) | 1,452 | 260,857 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share based compensation | 6,244 | 6,244 | ||||
Vesting of restricted units | 5 | 1 | (1,243) | (1,237) | ||
Class B stock converted to Class A stock | 1 | (1) | ||||
Issuance of common stock under ESPP, value | 2 | 1,282 | 1,284 | |||
Net income (loss) | 10,870 | 271 | 11,141 | |||
Stockholders' Equity, Ending Balance at Dec. 31, 2021 | $ 348 | $ 157 | $ 267,621 | $ 8,440 | $ 1,723 | $ 278,289 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net income (loss) | $ 11,141 | $ 17,632 | $ (3,043) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Impairments of assets held for sale and equity method investments and note receivable | 6,793 | ||
Equity in loss of affiliated companies | 270 | ||
Deferred income tax provision (benefit) | (861) | 4,470 | 714 |
Depreciation and amortization | 82,975 | 90,116 | 90,484 |
(Gains) Losses on sale of equipment | (999) | 12,711 | 3,853 |
Share based compensation | 6,244 | 4,395 | 3,846 |
Other | 684 | 3,367 | 660 |
Unrealized gain on equity investment | (7,677) | ||
Gain on sale of subsidiary | (831) | ||
Changes in operating assets and liabilities, net of acquisitions: | |||
Receivables | (38,556) | (10,048) | 7,149 |
Prepaid insurance and licenses | 398 | (2,939) | (3,294) |
Operating supplies | (465) | (900) | 70 |
Other assets | (20,578) | (3,718) | (7,790) |
Accounts payable and other accrued liabilities | 41,345 | 19,940 | 5,572 |
Accrued wages and benefits | 4,916 | 15,863 | (704) |
Net cash provided by operating activities | 78,567 | 150,889 | 103,749 |
Investing activities | |||
Payments for purchases of property and equipment | (192,366) | (186,122) | (151,751) |
Proceeds from sales of property and equipment | 95,369 | 81,399 | 77,966 |
Other | (6,880) | (2,000) | |
Sale of subsidiary, net of cash | (5,845) | ||
Net cash used in investing activities | (96,997) | (111,603) | (81,630) |
Financing activities | |||
Borrowings under lines of credit | 334,512 | 278,654 | 107,300 |
Payments under lines of credit | (310,612) | (278,654) | (107,300) |
Borrowings under long-term debt | 124,721 | 263,992 | 106,341 |
Payments of long-term debt and finance leases | (137,661) | (301,059) | (136,228) |
Payments of financing costs | (100) | (1,391) | (190) |
Payments of long-term consideration for business acquisition | (1,000) | (990) | |
Tax withholding related to net share settlement of restricted stock awards | (1,237) | (135) | (44) |
Proceeds from issuance of common stock under ESPP | 1,284 | 851 | 349 |
Purchase of noncontrolling interest | (8,659) | ||
Proceeds from long-term consideration for sale of subsidiary | 617 | 587 | |
Book overdraft | 7,096 | (1,313) | 1,313 |
Net cash provided by (used in) financing activities | 18,620 | (39,468) | (38,108) |
Cash included in assets held for sale | 11,784 | ||
Net change in cash and cash equivalents | 190 | (182) | (4,205) |
Cash and cash equivalents. | |||
Beginning of year | 5,505 | 5,687 | 9,892 |
End of period | 5,695 | 5,505 | 5,687 |
Supplemental disclosure of cash flow information | |||
Cash paid during the year for interest | 13,916 | 17,620 | 21,136 |
Cash paid during the year for income taxes | 995 | 705 | 58 |
Supplemental disclosure of significant noncash investing and financing activities | |||
Subsidiary stock issued in business combination | 7,278 | ||
Finance lease additions | 5,572 | 40 | |
Debt obligations relieved in conjunction with the divesture of Xpress Internacional | 7,109 | ||
Uncollected proceeds from asset sales | 2,581 | 406 | 62 |
Property and equipment amounts accrued in accounts payable | $ 1,656 | $ 867 | $ 3,552 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Operations | |
Organization and Operations | 1. Organization and Operations U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and third-party carriers through our non-asset-based truck brokerage network. The Company has two reportable segments, Truckload and Brokerage. Our Truckload segment offers asset-based truckload services, including over-the-road (“OTR”) trucking and dedicated contract services. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to third-party carriers. U.S. Xpress Enterprises, Inc. completed its initial public offering in June 2018 (the “IPO” or the “offering”). Prior to the offering U.S. Xpress Enterprises, Inc. was wholly owned by New Mountain Lake Holdings, LLC (“New Mountain Lake”). New Mountain Lake was formed on October 12, 2007 solely for the purpose of taking U.S. Xpress Enterprises, Inc. private and holding 100% ownership of U.S. Xpress Enterprises, Inc. Immediately prior to the effectiveness of the offering, we completed a series of transactions (collectively, the “Reorganization”) pursuant to which New Mountain Lake merged with and into the Company, with the Company continuing as the surviving corporation. In connection with the Reorganization, we adopted the Second Amended and Restated Certificate of Incorporation of the Company, and converted into and exchanged the issued and outstanding membership units of New Mountain Lake immediately prior to the Reorganization for the Company’s common stock. We provided for the issuance of 4.6666667 shares of Class A common stock for each Class B non-voting membership unit in New Mountain Lake and 4.6666667 shares of Class B common stock for each Class A voting membership unit in New Mountain Lake. The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to five votes per share. In the offering, the Company sold 16,668,000 shares of Class A common stock at a price of $16 per share to the public and received net proceeds of $246.6 million, after deducting underwriting discounts and commissions and offering expenses. Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, the rights and preferences of which may be designated by the Board of Directors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The 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. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. The reclassification consisted primarily of $23.1 million of largely driver expenses reclassified from General and other expenses to Operating expenses and supplies for the year ended December 31, 2019 Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. generally accepted accounting principles (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. Significant estimates include useful lives of property and equipment and related salvage value, claims reserves for liability and workers’ compensation claims and valuation allowance for deferred tax assets. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investment instruments with an original maturity of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. Customer Receivables and Allowances Customer receivables are recorded at the invoiced amount, net of allowances for uncollectible accounts and revenue adjustments. The allowances for uncollectible accounts and revenue adjustments are based on historical experience as well as any known trends or uncertainties related to customer billing and account collectability. The Company reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Past due balances over contractual payment terms and exceeding specified amounts are reviewed individually for collectability. Receivable balances are written off when collection is deemed unlikely. Operating Supplies Operating supplies consist primarily of parts, materials and supplies for servicing the Company’s revenue and service equipment. Operating supplies are recorded at the lower of cost (on a first-in, first-out basis) or market. Tires purchased as part of revenue and service equipment are capitalized as part of the cost of the equipment. Replacement tires are charged to expense when placed in service. Assets Held for Sale Assets held for sale are comprised primarily of revenue equipment no longer being utilized in continuing operations which are available and ready for sale. Assets held for sale are no longer subject to depreciation and are recorded at the lower of depreciated book value or fair market value less selling costs. The Company expects to sell these assets within the next twelve months. At December 31, 2021, assets held for sale was comprised of revenue equipment and land. At December 31, 2020, assets held for sale was comprised of revenue equipment. Property and Equipment Property and equipment are carried at cost. Depreciation 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 values ranging from 25.0% to 50.0% of revenue equipment). The Company periodically evaluates the estimated useful lives and salvage values of its revenue equipment, due to changes in business needs and expected usage of the equipment. Upon the retirement of property and equipment, the related asset cost and accumulated depreciation are removed from the accounts and any gain or loss is included in depreciation and amortization expense in the Company’s consolidated statements of comprehensive income (loss). 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. Leases We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. 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 2021, we incurred a non-cash adjustment of $4.3 million due to an obsolete technology write off and recognized $2.7 million in depreciation and amortization expense, $1.3 million in communications and utilities expense and the remaining $0.3 million in operating expenses and supplies expense. Goodwill We assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. Under current accounting standards, we are not required to calculate the fair value of a reporting unit unless we determine, based on the qualitative review, that is more likely than not that its fair value is less than its carrying value. The standard includes events and circumstances for the Company to consider when conducting the qualitative assessment. The Company performs an annual goodwill impairment analysis at the reporting unit level as of October 1 each year or when an event occurs which might cause or indicate impairment. The Company performed the qualitative assessment in the fourth quarter of 2021 and 2020 and concluded it was more likely than not that the fair value of the reporting units were greater than their carrying amounts. Intangible Assets Customer relationships are valued as part of acquisition-related transactions using the income appraisal methodology. The income appraisal methodology includes a determination of the present value of future monetary benefits to be derived from the anticipated income, or ownership, of the subject asset. The value of customer relationships includes the value expected to be realized from existing contracts as well as from expected renewals of such contracts and is calculated using unweighted and weighted total undiscounted cash flows as part of the income appraisal methodology. Customer relationships are amortized over seven Trade names are valued based on various factors including the projected revenue stream associated with the intangible asset. The Company’s trade names have an indefinite life and are not amortized. In the fourth quarter of 2021 and 2020, the Company performed the qualitative assessment of its trade name assets and concluded it was more likely than not that the fair value of each of the assets is greater than its carrying amount. Therefore, the Company concluded it was not necessary to perform the quantitative impairment test. Book Overdraft Book overdraft represents outstanding checks in excess of current cash levels. The Company funds its book overdraft from its line of credit and operating cash flows. Deferred Financing Costs The Company presents debt issuance costs as a direct deduction from the related debt, consistent with debt discounts. Debt issuance costs associated with revolving line-of-credit arrangements are presented as an asset. All such debt issuance costs are amortized ratably over the term of the arrangement. Term loan debt issuance costs, net of accumulated amortization was $0.4 million and $0.3 million at December 31, 2021 and 2020, respectively. Revolver gross debt issuance costs were $4.0 million and $4.1 million at December 31, 2021 and 2020, respectively, offset by accumulated amortization of $2.4 million and $1.8 million at December 31, 2021 and 2020, respectively. Revolver and term debt issuance cost amortization expense was $0.6 million, $1.1 million and $0.6 million in 2021, 2020 and 2019, respectively. On January 28, 2020, the Company entered into a new revolving credit facility and paid off its existing term loan which increased the revolver debt issuance costs and decreased the term loan debt issuance cost. Recognition of Revenue The Company generates revenues primarily from shipments executed by the Company’s Truckload and Brokerage operations. Those shipments are the Company’s performance obligations, arising under contracts we have entered into with customers. Under such contracts, revenue is recognized when obligations are satisfied, which occurs over time with the transit of shipments from origin to destination. This is appropriate as the customer simultaneously receives and consumes the benefits as the Company performs its obligation. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services. The most significant judgment used in recognition of revenue is the determination of miles driven as the basis for determining the amount of revenue to be recognized for partially fulfilled obligations. Accessorial charges for fuel surcharge, loading and unloading, stop charges, and other immaterial charges are part of the consideration we receive for the single performance obligation of delivering shipments. Contracts entered into with our customers do not contain material financing components. The majority of revenue contracts with our customers have a duration of one year or less and do not require any significant start-up costs, and as such, costs incurred to obtain contracts associated with these contracts are expensed as incurred. For contracts with durations exceeding one year, incremental start-up costs are capitalized and amortized on a straight line basis over the contract period which materially represents the period of revenue generation. Incremental capitalized start-up costs totaled $2.0 million and $1.9 million at December 31, 2021 and 2020, respectively, and are included in other current assets in our consolidated balance sheets. Amortization expense associated with our start up costs was $1.2 million, $1.1 million, and $1.5 million in 2021, 2020 and 2019, respectively. Through the Company’s Brokerage operations, the Company outsources the transportation of the loads to third-party carriers. The Company is a principal in these arrangements, and therefore records revenue associated with these contracts on a gross basis. The Company has the primary responsibility to meet the customer’s requirements. The Company invoices and collects from its customers and also maintains discretion over pricing. Additionally, the Company is responsible for selection of third-party transportation providers to the extent used to satisfy customer freight requirements. The timing of revenue recognition, billings, cash collections, and allowance for doubtful accounts results in billed and unbilled receivables on our consolidated balance sheet. The Company receives the unconditional right to bill when shipments are delivered to their destination. We generally receive payment within 40 days of completion of performance obligations. Unbilled receivables recorded on the consolidated balance sheet were $7.0 million and $3.6 million at December 31, 2021 and 2020, respectively and are included in customer receivables in the consolidated balance sheets. Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company evaluates the need for a valuation allowance on deferred tax assets based on whether it believes that it is more likely than not all deferred tax assets will be realized. A consideration of future taxable income is made as well as on-going prudent feasible tax planning strategies in assessing the need for valuation allowances. In the event it is determined all or part of a deferred tax asset would not be able to be realized, management would record an adjustment to the deferred tax asset and recognize a charge against income at that time. The Company’s estimate of the potential outcome of any uncertain tax issue is subject to its assessment of relevant risks, facts and circumstances existing at that time. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes, and records a liability when such uncertainties meet the more likely than not recognition threshold. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. Concentration of Credit Risk Concentrations of credit risk with respect to customer receivables are limited due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries. Revenues from the Company’s largest customer accounted for 10.9% of total consolidated revenues before fuel surcharge during 2021. The Company performs ongoing credit evaluations and generally does not require collateral. Stock-Based Compensation The Company has stock-based compensation plans that provide for grants of equity to its management 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. Stock-based compensation is recognized over the period for which an employee is required to provide service in exchange for the award. Stock-based compensation expense is included in salaries, wages, and benefits in the consolidated statements of comprehensive income (loss). Claims and Insurance Accruals Claims and insurance accruals consist of cargo loss, physical damage, group health, liability (personal injury and property damage) and workers’ compensation claims and associated legal and other expenses within the Company’s established retention levels. Claims in excess of retention levels are generally covered by insurance in amounts the Company considers adequate. Claims accruals represent the uninsured portion of the loss and if we are the primary obligor, the insured portion of pending claims at December 31, 2021 and 2020, plus an estimated liability for incurred but not reported claims and the associated expense. Accruals for cargo loss, physical damage, group health, liability and workers’ compensation claims are estimated based on the Company’s evaluation of the type and severity of individual claims and future development based on historical trends. At December 31, 2021 and 2020, the amount recorded for both workers’ compensation and auto liability were based in part upon actuarial studies performed by a third-party actuary. At December 31, 2021, the Company had a claim accrual and corresponding receivable for the amount above its self-insured retention of $0.6 million. As of December 31, 2020, the Company did not have any claim accrual or corresponding receivable for claims in excess of its retention level. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, which modifies Accounting Standards Codification (“ASC”) 740 to simplify the accounting for income taxes. We adopted ASU 2019-12 effective January 1, 2021 and the application of this guidance did not have a material impact on our financial statements . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 3. Income Taxes The components of income (loss) before income taxes are as follows (in thousands): 2021 2020 2019 Domestic $ 11,574 $ 22,704 $ (2,848) Mexico — — 194 Income (loss) before income tax provision $ 11,574 $ 22,704 $ (2,654) The income tax provision (benefit) for 2021, 2020 and 2019 consists of the following (in thousands): 2021 2020 2019 Current Federal $ — $ — $ — State 1,294 602 (325) 1,294 602 (325) Deferred Federal (65) 3,998 (546) State (796) 472 1,260 (861) 4,470 714 Income tax provision $ 433 $ 5,072 $ 389 A reconciliation of the income tax provision (benefit) as reported in the consolidated statements of comprehensive income to the amounts computed by applying federal statutory rate of 21% is as follows (in thousands): 2021 2020 2019 Federal income tax at statutory rate $ 2,430 $ 4,768 $ (558) State income taxes, net of federal income tax benefit 499 877 1,633 Nondeductible per diem paid to drivers — 1,277 1,173 Xpress Internacional activity — — (71) Tax credits (2,054) (1,198) (1,341) Provision to return adjustment (919) (775) (138) Valuation allowance (31) (372) 567 Change in reserve for uncertain tax positions and settlements — — (755) Tax shortfall/(windfall) on share-based compensation (675) 25 (459) Executive compensation limitation 1,380 — — Other, net (197) 470 338 Income tax provision $ 433 $ 5,072 $ 389 The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2021 and 2020, consists of the following (in thousands): 2021 2020 Deferred tax assets Allowance for doubtful accounts $ 4,229 $ 3,144 Insurance and claims reserves 20,023 20,100 Compensation and employee benefits 7,883 9,011 Net operating loss and credit carryforwards 32,822 23,850 Capital loss carryforward 4,985 4,301 Finance lease obligations 705 1,619 Investment in subsidiaries (288) 572 Operating lease liabilities 72,751 70,861 Notes receivable reserve — 2,638 Other 758 502 Valuation allowance (5,694) (6,022) Total deferred tax assets $ 138,174 $ 130,576 Deferred tax liabilities Property and equipment $ 78,833 $ 76,128 Intangibles 6,965 7,208 Prepaid license fees 1,894 1,324 Right of use assets 72,750 70,861 Unrealized gain on investments 1,708 — Other 325 217 Total deferred tax liabilities $ 162,475 $ 155,738 Net deferred tax liability $ 24,301 $ 25,162 The Company had approximately $22.7 million and $19.5 million of federal capital loss carryforwards, $41.5 million and $21.6 million of federal operating loss carryforwards, $147.3 million and $113.7 million of state operating loss carryforwards and $0.8 million and $0.5 million of state tax credit carryforwards at December 31, 2021 and 2020, respectively. Federal operating losses created after 2017 of $41.5 million do not expire and may be carried forward indefinitely. The federal credit carryforward of $15.9 million will begin to expire in the years 2031 through 2041. The state loss carryforwards of $149.0 million begin to expire in the years 2022 and forward, depending on the state and may be used to offset otherwise taxable income. State tax credit carryforwards of $0.8 million expire in the years 2022 through 2035. The Company has a valuation allowance of $5.7 million and $6.0 million at December 31, 2021 and 2020, respectively, to offset the tax benefit of certain state operating loss carryforwards, state credit carryforwards, and federal capital loss carryforwards. The valuation allowance decreased by $0.3 million and $0.4 million during the year ended December 31, 2021 and 2020, respectively, due to the change in capital deferred tax assets, certain separate company state operating loss carryforwards and certain state tax credit carryforwards which the Company does not currently believe it will be able to utilize before the applicable expiration date of each item. Deferred tax valuation allowances Balance at beginning of Charges to costs Charges to other Balance at end period and expenses accounts Deductions of period Fiscal year ended December 31, 2019 $ 5,826 $ 1,839 $ — $ 1,272 $ 6,393 December 31, 2020 $ 6,393 $ 456 $ — $ 827 $ 6,022 December 31, 2021 $ 6,022 $ 61 $ — $ 389 $ 5,694 For the years ended December 31, 2021, 2020 and 2019, the Company had a balance of unrecognized tax benefits of $0, $0 and $0 million respectively, which is a component of other long-term liabilities. 2021 2020 2019 Beginning balance $ — $ — $ 829 Additions based on tax positions taken in prior years — Reductions due to settlements — — (829) Reductions as a result of a lapse of the applicable statute of limitations — — — Balance at December 31 $ — $ — $ — Interest and penalties related to uncertain tax positions are classified as income tax expense in the consolidated statement of comprehensive income. This amounted to $0 million for 2021, 2020 and 2019, respectively. Only tax years 2015 and forward remain subject to examination by federal and state tax jurisdictions, other than the current IRS audit. This audit is focused on amended federal income tax returns filed for 2009-2012 and relates only to reported changes in fuel tax credits and agricultural chemicals security credits. Due to events related to this IRS exam that occurred in 2018, the Company has released the reserve related to these items. |
Divesture of Xpress Internacion
Divesture of Xpress Internacional | 12 Months Ended |
Dec. 31, 2021 | |
Divesture of Xpress Internacional | |
Divesture of Xpress Internacional | 4. Divesture of Xpress Internacional On January 17, 2019, we sold our 95% interest in Xpress Internacional as well as our equity method investments with operations in Mexico (Dylka Distribuciones Logisti-K, S.A. DE C.V. and XPS Logisti-K Systems, S.A.P.I. de C.V.). The purchase price was $4.5 million in cash, a $6.0 million note receivable and approximately $2.5 million in contingent consideration related to the completion of selling 110 tractors. The fair value of the tractors approximated $2.5 million on January 17, 2019. During 2019, we updated the fair value of the tractors to $1.7 million from the previously recorded $2.5 million and recorded an additional net cash receivable for $1.6 million as a result of lower than expected purchase expenses at Xpress Internacional. The results of operations from the business classified as assets held for sale were not material to our consolidated revenues or consolidated operating income. During 2018, we recognized a held for sale impairment in the amount of $11.6 million related to the disposal group as the net carrying value exceeded the fair value. We recognized a subsequent gain during 2019 of $0.8 million. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment The cost and lives at December 31, 2021 and 2020, are as follows (in thousands): Approximate Cost Lives 2021 2020 Land and land improvements $ 11,671 $ 18,297 Buildings and building improvements 10 − 40 years 80,191 71,550 Revenue and service equipment 3 − 15 years 582,176 622,722 Furniture and equipment 3 − 7 years 50,442 52,164 Leasehold improvements lesser of useful life or lease terms 24,698 16,717 Computer software 3 − 7 years 141,755 114,814 $ 890,933 $ 896,264 The Company recognized $70.7 million, $80.4 million and $84.6 million in depreciation expense in 2021, 2020 and 2019, respectively. The Company recognized $(1.0) million, $12.7 million and $3.9 million of (gains) losses on the sale of equipment in 2021, 2020 and 2019, respectively, which is included in depreciation and amortization expense in the consolidated statements of comprehensive income (loss). The Company enters into finance leases for certain revenue equipment and terminal facility with terms ranging from 36 - 144 months. At December 31, 2021 and 2020, property and equipment included finance leases with costs of $14.2 million and $19.2 million, and accumulated amortization of $6.8 million and $12.1 million, respectively. Amortization of finance leases is also included in depreciation expense. The Company recognized $10.9 million, $8.0 million and $4.1 million of computer software amortization expense in 2021, 2020 and 2019, respectively. Accumulated amortization for computer software was $81.7 million and $72.2 million as of December 31, 2021 and 2020, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill. | |
Goodwill | 6. Goodwill Our U.S. Xpress and Total Transportation of Mississippi (“Total”) reporting units, both of which aggregate into our Truckload reportable segment, have goodwill with carrying amounts of $52.8 million at U.S. Xpress and $4.9 million at Total at December 31, 2021 and 2020. During the second quarter of 2020, we acquired a small business with a technology platform increasing our goodwill at our Brokerage segment by $1.5 million. Total Balance at December 31, 2019 $ 57,708 Acquisition activity 1,513 Balance at December 31, 2020 59,221 Balance at December 31, 2021 $ 59,221 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 7. Intangible Assets The gross amount of the customer relationships was $21.7 million as of December 31, 2021 and 2020, respectively. The Company recognized $1.4 million, $1.7 million and $1.7 million of amortization expense in 2021, 2020 and 2019, respectively and accumulated amortization was $20.9 million and $19.5 million as of December 31, 2021 and 2020, respectively. The weighted average remaining useful life for the customer relationships was 2.3 years at December 31, 2021. The gross carrying value of the indefinite lived trade names was $23.3 million as of December 31, 2021 and 2020, respectively. Scheduled amortization expense related to customer relationships for future years is as follows (in thousands): Customer Relationship 2022 345 2023 345 2024 115 2025 — 2026 — Thereafter — $ 805 |
Equity and Other Investments
Equity and Other Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity and Other Investments | |
Equity and Other Investments | 8. Equity and Other Investments During 2011 and 2012, the Company obtained common unit ownership interests in DriverTech, LLC (DriverTech). DriverTech is a provider of onboard computers designed for in-cab use and related software for the trucking industry. The Company owns 20.73% and certain members of management of the Company own 12.00%. The remaining 67.27% is owned by other investors. The carrying value of our investment in DriverTech was $0 at December 31, 2021 and 2020, respectively. In conjunction with the sale of Arnold Transportation, Inc. (Arnold) to Parker Global Enterprises, Inc. (Parker), the Company received common stock representing 45% of the outstanding equity interests of Parker. The investment in Parker was accounted for under the equity method of accounting and was initially recognized at fair value of $10.4 million on January 2, 2013. The carrying amount of the Company’s investment in Parker was $0 as of December 31, 2019. In February 2020, we sold our interest in Parker to the management of Parker and recorded a loss of $2.0 million. In December 2020, we invested $5.0 million consisting of 353,604 shares in TuSimple, a self-driving technology company. Effective April 15, 2021, TuSimple completed their initial public offering at a closing price of $40.00 per share. As we now have a readily determinable fair value based on quoted market prices, which makes this a Level 1 fair value measurement, we adjust the investment to fair value at each reporting period. During the year ending ended December 31, 2021 we recognized an unrealized gain of $7.7 million in other expense (income), within the consolidated statements of comprehensive income (loss). The fair value of the investment is $12.7 million and is included in other noncurrent assets on the accompanying consolidated balance sheets. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt | |
Long-Term Debt | 9. Long-Term Debt Long-term debt at December 31, 2021 and 2020 consists of the following (in thousands): December 31, 2021 December 31, 2020 Line of credit, maturing January 2025 $ 23,900 $ — Revenue equipment installment notes with finance companies, weighted average interest rate of 3.7% and 4.0% at December 31, 2021 and December 31, 2020, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $316.9 million and $317.2 million at December 31, 2021 and December 31, 2020 310,420 315,163 Mortgage note payables, interest rates ranging from 4.17% to 6.99% at December 31, 2021 and December 31, 2020 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $33.0 million and $31.8 million at December 31, 2021 and December 31, 2020 24,587 25,977 Other 8,444 11,245 367,351 352,385 Less: Debt issuance costs (357) (314) Less: Current maturities of long-term debt (83,584) (99,955) $ 283,410 $ 252,116 Credit Facilities On January 28, 2020, we entered into the credit facility (the “Credit Facility”) and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million. The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025. Borrowings under the Credit Facility are classified as either “base rate loans” or “eurodollar rate loans”. Base rate loans accrue interest at a base rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) LIBOR plus 1.00% plus an applicable margin that was set at 0.50% through June 30, 2020 and adjusted quarterly thereafter between 0.25% and 0.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. Eurodollar rate loans accrue interest at LIBOR plus an applicable margin that was set at 1.50% through June 30, 2020 and adjusted quarterly thereafter between 1.25% and 1.75% based on the ratio of the daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility. Borrowings under the new Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base or revolving credit facility or (B) $20.0 million. Based on excess availability as of December 31, 2021, there was no fixed charge coverage ratio requirement. The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness. At December 31, 2021, the Credit Facility had issued collateralized letters of credit in the face amount of $28.1 million, with $23.9 borrowings outstanding and $183.2 million available to borrow. Debt Maturities As of December 31, 2021, the scheduled principal payments of long-term debt, excluding unamortized discount and debt issuance costs and finance leases are as follows (in thousands): 2022 $ 83,584 2023 99,133 2024 69,788 2025 76,751 2026 14,334 Thereafter 23,761 $ 367,351 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 10. Leases We have operating finance The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands): Leases Classification December 31, 2021 Assets Operating Operating lease right-of-use assets $ 292,347 Finance Property and equipment, net 7,447 Total leased assets $ 299,794 Liabilities Current Operating Current portion of operating lease liabilities $ 88,375 Finance Current maturities of long-term debt and finance leases 1,533 Noncurrent Operating Noncurrent operating lease liabilities 205,362 Finance Long-term debt and finance leases, net of current maturities 6,625 Total lease liabilities $ 301,895 The table below presents certain information related to the lease costs for finance and operating leases (in thousands): Year Ended December 31, Lease Cost Classification 2021 2020 2019 Operating lease cost Vehicle rents and General and other operating $ 95,540 $ 86,847 $ 81,467 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 1,696 1,751 3,102 Interest on lease liabilities Interest expense 510 518 1,093 Short-term lease cost Vehicle rents and General and other operating 4,260 7,949 4,111 Total lease cost $ 102,006 $ 97,065 $ 89,773 Year Ended December 31, Cash Flow Information 2021 2020 Cash paid for operating leases included in operating activities $ 95,540 $ 86,847 Cash paid for finance leases included in operating activities $ 511 $ 518 Cash paid for finance leases included in financing activities $ 1,901 $ 4,632 Operating lease right-of-use assets obtained in exchange for lease obligations $ 87,019 $ 93,042 Noncash lease expense was $96.7 million, $87.5 million and $81.1 million during 2021, 2020 and 2019, respectively. December 31, 2021 Weighted ‑ Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.8 3.8 % Finance leases 8.1 4.7 % December 31, 2020 Weighted ‑ Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 5.0 4.1 % Finance leases 2.8 5.4 % As of December 31, 2021, future maturities of lease liabilities were as follows (in thousands): December 31, 2021 Finance Operating 2022 $ 1,948 $ 97,874 2023 1,962 83,297 2024 850 51,750 2025 568 32,544 2026 584 17,510 Thereafter 3,996 41,864 9,908 324,839 Less: Amount representing interest (1,750) (31,102) Total $ 8,158 $ 293,737 During the fourth quarter of 2019 Certain revenue equipment leases provide for guarantees by the Company of a portion of the specified residual value at the end of the lease term. The maximum potential amount of future payments (undiscounted) under these guarantees is approximately $141.7 million at December 31, 2021. The residual value of a portion of the related leased revenue equipment is covered by repurchase or trade agreements between the Company and the equipment manufacturer. We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $26.0 million, $39.8 million and $31.5 million during 2021, 2020, and 2019 respectively. |
Related-party Transactions
Related-party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related-party Transactions | |
Related-Party Transactions | 11. Related-Party Transactions The Company and two principal stockholders of the Company collectively own 32.73% of the outstanding stock of DriverTech. Total payments by the Company to this provider were $1.9 million, $2.2 million and $2.4 million in 2021, 2020 and 2019, respectively, primarily for communications hardware. During 2021, the Company began replacing the communications hardware and services provided by Driver Tech and incurred a charge to income of $2.9 million. In connection with the sale of Arnold to Parker, the Company entered into a number of agreements with Parker. Under the Transition Services Agreement, the Company agreed to perform certain services for Parker, such as accounting, payroll, human resources, information technology and others. Parker paid the Company approximately $0.2 million under this agreement during 2019. The Company entered into a ten-year lease with Arnold for the use of real property located in Grand Prairie, Texas. Arnold paid the Company approximately $0.4 million under these agreements during 2019. During 2019, the Company converted $5.0 million in trade receivables to a promissory note and under the note advanced an additional $2.0 million. In the fourth quarter of 2019, Company recorded a $6.8 million impairment charge as the collectability of the note was remote. At December 31, 2019, $0.2 million was due from Arnold and was included in other receivables in the accompanying consolidated balance sheets. During the first quarter of 2020, the Company sold its interest in Arnold and recorded a $2.0 million loss on sale. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, is not expected to have a materially adverse effect on the Company’s financial position or results of operations. For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of the proceedings, including pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. California Wage and Hour Class Action Litigation On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice, under Rule 23 due to lack of commonality amongst the putative class members. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class now consists of all employee drivers who resided in California and who have driven in the State of California on behalf of U.S. Xpress, Inc. at any time since December 23, 2011. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest. On May 2, 2019, the district court dismissed the claims alleging failure to provide duty free meal and rest breaks or premium pay for failure to provide such breaks under California law on grounds of preemption. The Ninth Circuit Court of Appeals recently upheld the administrative ruling that formed the basis for the district court’s ruling. The parties also filed cross-motions for summary judgment on the remaining claims, and the Company filed a motion to decertify the class. The court issued its ruling on the pending cross-motions: (1) the court denied the Company’s motion to decertify the class; (2) the court granted the Company’s motion for summary judgment on the plaintiff’s minimum wage claim for non-driving duties such as pre-trip and post-trip inspection, fueling, receiving dispatches, waiting to load or unload, and handling paperwork for the loads for January 1, 2013 forward (leaving the minimum wage claim only for the approximate one-year time period from December 23, 2011 to December 31, 2012); (3) the court granted the plaintiff’s motion for summary judgment for the time spent taking U.S. Department of Transportation-required 10-hour breaks while hauling high value loads in California for solo drivers and for the designated team driver responsible for the load during those breaks; and (4) the court denied the balance of cross-motions. The plaintiff filed a petition for permission to file an interlocutory appeal of the court’s decision on the minimum wage claim, which the district court and the Ninth Circuit both granted. On June 22, 2021, the Ninth Circuit issued its memorandum decision upholding the district court’s ruling in favor of the Company on the plaintiff’s claim for payment of the minimum wage for certain non-driving work they claim was left uncompensated by the Company’s piece rate pay plan after January 1, 2013. The district court held a status conference on June 15, 2021 and set a trial date for March 1, 2022. Discovery has been completed. On January 20, 2022, the Court vacated the trial date and all associated deadlines due to the ongoing Covid-19 pandemic. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We intend to vigorously defend the merits of these claims. Stockholder Claims As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against the Company and certain other defendants: five in the Circuit Court of Hamilton County, Tennessee (“Tennessee State Court Cases”), two in the U.S. District Court for the Eastern District of Tennessee (“Federal Court Cases”), and one in the Supreme Court of the State of New York (“New York State Court Case”). All of these matters are in preliminary stages of litigation. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters. As to the Tennessee State Court Cases, two of five complaints were voluntarily dismissed and the remaining three were consolidated with a Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against the Company, five of our current and former officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”). The putative class action lawsuit is based on allegations that the Company made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees) on behalf of the putative class. On June 28, 2019, the defendants filed a Motion to Dismiss the Tennessee State Court Cases for failure to allege facts sufficient to support a violation of Section 11, 12 or 15 of the Securities Act. On November 13, 2020, the court presiding over the Tennessee State Court Cases entered an order, granting in part and denying in part the defendants’ Motions to Dismiss the Consolidated State Court Complaint. The court held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Consolidated State Court Complaint. The court, however, held that the Consolidated State Court Complaint sufficiently alleged violations of the Securities Act with respect to one statement from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statement deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On April 29, 2021, plaintiffs filed a Motion for Class Certification, which is currently pending. The Tennessee State Court Cases are currently in discovery. As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15 of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On December 23, 2019, the defendants filed a Motion to Dismiss the Amended Federal Complaint in its entirety for failure to allege facts sufficient to state a claim under either the Securities Act or the Exchange Act. The plaintiffs filed their Opposition to that Motion on March 9, 2020, and the defendants filed their Reply brief on April 23, 2020. On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely the plaintiffs’ claims for alleged violations of the Exchange Act and further held that the plaintiffs failed to state a claim for violation of the Securities Act with respect to the majority of statements challenged as false or misleading in the Amended Federal Complaint. The court, however, held that the Federal Amended Complaint sufficiently alleged violations of the Securities Act with respect to two statements from the June 2018 IPO registration statement and prospectus that the plaintiffs alleged to be false or misleading, both on theories of alleged misrepresentations and material omissions. Accordingly, the court allowed this action to proceed beyond the pleading stage, but only with respect to the statements deemed sufficient to support a Securities Act claim when assuming the truth of the plaintiffs’ allegations. On February 12, 2021, the Court granted plaintiffs’ Motion for Class Certification and certified a class consisting of all persons or entities who purchased or otherwise acquired USX stock pursuant to and/or traceable to the IPO and who were damaged thereby. The Federal Court Cases are currently in discovery. As to the New York State Case, on March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court residing over the New York State Case dismissed the case, and on January 13, 2022, the court entered a motion denying plaintiff’s motion for reconsideration. Stockholder Derivative Action On June 7, 2019, a stockholder derivative lawsuit was filed in the District Court for Clark County, Nevada against five of our executives and all five of our independent board members (collectively, the “Individual Defendants”), and naming the Company as a nominal defendant. The complaint alleges that the Company made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO and that the Individual Defendants breached their fiduciary duties by causing or allowing the Company to make such statements. The complaint alleges that the Company has been damaged by the alleged wrongful conduct as a result of, among other things, being subjected to the time and expense of the securities class action lawsuits that have been filed relating to the IPO. In addition to a claim for alleged breach of fiduciary duties, the lawsuit alleges claims against the Individual Defendants for unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The parties have stipulated to a stay of this proceeding pending entry of a final judgment in the Tennessee State Court Cases, Federal Court Case, and the New York State Case. This matter is in the preliminary stages of litigation. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously in this matter. Independent Contractor Class Action On March 26, 2019, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee against the Company and its subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. The putative class includes all individuals who performed work for U.S. Xpress, Inc. or U.S. Xpress Leasing, Inc. as lease purchase drivers from March 26, 2016 to present. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees and thus subject to the Fair Labor Standards Act (“FLSA”). The complaint further alleges that U.S. Xpress, Inc.’s pay practices for the putative class members violated the minimum wage provisions of the FLSA for the period from March 26, 2016 to present. The complaint further alleges that the Company violated the requirements of the Truth in Leasing Act with regard to the independent contractor agreements and lease purchase agreements it entered into with the putative class members. The complaint further alleges that the Company failed to comply with the terms of the independent contractor agreements and lease purchase agreements entered into with the putative class members, that it violated the provisions of the Tennessee Consumer Protection Act in advertising, describing and marketing the lease purchase program to the putative class members, and that it was unjustly enriched as a result of the foregoing allegations. The Company filed a Motion to Compel Arbitration on October 18, 2019. On January 17, 2020, the court granted that motion, in part, compelling arbitration on all of the plaintiff’s claims and denying the plaintiff’s motion for conditional certification of a collective action. The court further stayed the matter pending arbitration, rather than dismissing it entirely. On March 6, 2020, the plaintiff petitioned the court to certify the decision for an interlocutory appeal. The Company filed an opposition to plaintiff’s motion on March 20, 2020, and plaintiff filed her reply on April 3, 2020, purportedly relying, in part, on a recent case from Massachusetts. In response to that newly cited case, the Company was granted leave to file a surreply, which it filed on April 13, 2020. On September 3, 2020, the district court denied the plaintiff’s petition. The plaintiff initiated arbitration on December 16, 2020. On March 25, 2021, the arbitrator issued a scheduling order, setting a final arbitration hearing for June 6, 2022. On November 23, 2021, the parties reached a nominal settlement. The parties are currently in the process of finalizing the settlement documentation. We believe the allegations made in the complaint and demand are without merit and intend to defend ourselves vigorously in this matter. On June 25, 2020, a second putative collective and class action complaint was filed against the Company and its subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. in the U.S. District Court for the Eastern District of Tennessee. The putative class and collective action includes all current and former over-the-road truck drivers classified as independent contractors who performed work for the Company during the applicable statute of limitations. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees subject to the FLSA. The complaint alleges that U.S. Xpress, Inc.’s pay practices for the putative collective and class members violated the minimum wage provisions of the FLSA for the period from June 25, 2017 to the present. The complaint further alleges that we failed to pay the plaintiff and members of the class for all miles they drove and breached the contract between the parties and that we were unjustly enriched as a result of the foregoing allegations. The plaintiff agreed to submit his claims to individual arbitration and filed an arbitration demand on July 31, 2020. The parties agreed to settle the matter for a nominal amount and have finalized the settlement agreement and submitted it to the court for approval. On February 8, 2022, the Court approved the settlement and dismissed the case with prejudice. The Company has letters of credit of $28.1 million outstanding as of December 31, 2021. The letters of credit are maintained primarily to support the Company’s insurance program. The Company had cancelable commitments outstanding at December 31, 2021 to acquire revenue and other equipment, terminal improvements for approximately $92.3 million in 2022, software licenses for approximately $1.9 million in 2022 and $2.5 million in each year for 2023, 2024 2025 2026 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Share-based Compensation | 13. Share-based Compensation 2018 Omnibus Incentive Plan In June 2018, the Board approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the initial public offering. The Company had reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. In May 2020, the stockholders approved the Amended and Restated Omnibus Plan which, among other things, increased the number of shares remaining to issue to 5.8 million shares. Participants in the Incentive Plan will be selected by the Compensation Committee from the executive officers, directors, employees and consultants of the Company. Awards under the Incentive Plan may be made in the form of stock options, stock appreciation rights, stock awards, restricted stock units, performance awards, performance units, and any other form established by the Compensation Committee pursuant to the Incentive Plan. The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity from December 31, 2019 to December 31, 2021: Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2019 908,088 $ 8.73 Granted 1,024,557 5.05 Vested (233,604) 8.85 Forfeited (183,165) 6.82 Unvested at December 31, 2020 1,515,876 $ 6.50 Granted 1,164,581 9.14 Vested (577,628) 7.07 Forfeited (312,060) 7.42 Unvested at December 31, 2021 1,790,769 $ 7.91 Service based restricted stock grants vest over periods of one The following is a summary of the Incentive Plan stock option activity from December 31, 2019 to December 31, 2021: Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2019 359,259 $ 4.95 Vested (87,476) 5.05 Forfeited/Canceled (68,026) 4.78 Unvested at December 31, 2020 203,757 $ 4.96 Vested (78,974) 5.12 Unvested at December 31, 2021 124,783 $ 4.86 The stock options vest over a period of four years and expire ten years from the date of grant. The Company recognized compensation expense of $0.3 million, $0.3 million and $0.6 million during 2021, 2020 and 2019, respectively. The fair value of the stock option grant in 2019 was estimated using the Black-Scholes method as of the grant date using the following assumptions: 2019 Strike price $ 9.40 Risk-free interest rate 2.50 % Expected dividend yield 0 % Expected volatility 45.65 % Expected term (in years) 6.25 At December 31, 2021, the Company had $0.3 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a period of approximately 1.0 year. As of December 31, 2021, 191,115 options were exercisable with a weighted exercise price of $12.84 and a weighted remaining contractual life of 6.8 years. Restricted Stock Units In August 2008, the U.S. Xpress Enterprises board approved the 2008 Restricted Stock Plan that provided for restricted membership unit awards in New Mountain Lake in order to compensate the Company’s employees and to promote the success of the Company’s business. Redeemable restricted units were subject to certain put rights at the option of the holder or upon the occurrence of an event that was not solely under the control of the Company. Under the terms of the stock plan, a portion of the units held by employees of the Company for at least nine months could be put back to the Company at the option of the holder during a specified period each year and under certain circumstances after termination. These equity instruments were redeemable at fair value and were classified as temporary equity on the 2017 consolidated balance sheets in accordance with ASC 480. As part of the Reorganization (see Note 1), all of the redeemable restricted units of New Mountain Lake were converted into restricted stock units of the Company, with the same vesting schedules. Therefore, we refer to redeemable restricted units issued prior to the Reorganization as restricted stock units. At the time of conversion, the restricted stock unit amounts were reclassified to additional paid in capital. The following is a summary of the Company’s restricted stock unit activity for 2021 and 2020: Number of Weighted Units Average Unvested at December 31, 2019 842,888 $ 2.14 Vested (217,858) 2.11 Unvested at December 31, 2020 625,030 $ 2.15 Vested (164,990) 2.15 Unvested at December 31, 2021 460,040 $ 2.15 The vesting schedule for these restricted unit grants range from 3 to 7 years. The Company recognized compensation expense of $0.3 million, $0.4 million and $0.5 million during 2021, 2020 and 2019, respectively. At December 31, 2021, the Company had approximately $0.7 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 2.2 years. The fair value of the restricted units and corresponding compensation expense was determined using the income approach. Employee Stock Purchase Plan In June 2018, our Employee Stock Purchase Plan (the “ESPP”) became effective. The Company has reserved an aggregate of 2.3 million shares of its Class A common stock for issuance of under the ESPP. Eligible employees may elect to purchase shares of our Class A common stock through payroll deductions up to 15% of eligible compensation. The purchase price of the shares during each offering period will be 85% of the lower of the fair market value of our Class A common stock on the first trading day of each offering period or the last trading day of the offering period. The common stock will be purchased in January and July of each year. The first offering period commenced on January 1, 2019 and we recognized compensation expense of $0.5 million, $0.3 million and $0.2 million during 2021, 2020 and 2019, respectively, associated with the plan. The employees purchased 241,443 and 196,471 shares of the Company’s Class A common stock during 2021 and 2020, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plan | |
Employee Benefit Plan | 14. Employee Benefit Plan The Company has a 401(k) retirement plan covering substantially all employees of the Company, whereby participants may contribute a percentage of their compensation, as allowed under applicable laws. The Plan provides for discretionary matching contributions by the Company. Participants are 100% vested in participant contributions. The Company recognized $3.2 million, $2.8 million and $2.3 million in expense under this employee benefit plan each year for 2021, 2020 and 2019, respectively and is included in salaries, wages and benefits in the consolidated statements of comprehensive income (loss). The Company has a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. Participants can defer up to 85% of their base salary and up to 100% of their bonus for the year. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until distributed to the participant. The total liability under the deferred compensation plan was $4.1 million and $3.5 million as of December 31, 2021 and 2020, and is included in other long-term liabilities in the accompanying consolidated balance sheets. The Company purchased life insurance policies to fund the future liability. The life insurance policies had a value of $3.5 million and $3.1 million as of December 31, 2021 and 2020, respectively and are included in other assets in the consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements The carrying values of cash and cash equivalents, customer and other receivables and accounts payable are reasonable estimates of their fair values because of the short maturity of these financial instruments. Interest rates that are currently available to us for issuance of long-term debt with similar terms and remaining maturities are used to estimate the fair value of our long-term debt, which primarily consists of revenue equipment installment notes. The fair value of our revenue equipment installment notes approximated the carrying value at December 31, 2021, as the weighted average interest rate on these notes approximates the market rate for similar debt. Borrowings under our revolving Credit Facility approximate fair average interest rate on these notes approximates the market rate for similar debt. Our TuSimple investment is a Level 1 fair value measurement as the shares of TuSimple are traded on NASDAQ. See Note 8, Equity and Other Investments for additional information. |
Income (Loss) per Share
Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Income (Loss) per Share | |
Income (Loss) per Share | 16. Income (Loss) per Share Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. Prior to the offering, there were no common stock equivalents which could have had a dilutive effect on earnings (loss) per share. The Company excluded 445,972, 614,143 and 2,148,390 equity awards from our diluted shares for the years ended December 31, 2021, 2020 and 2019, respectively as inclusion would be anti-dilutive. The basic and diluted earnings per share calculations for the years ended December 31, 2021, 2020 and 2019, respectively, are presented below (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Numerator - Basic Net income (loss) $ 11,141 $ 17,632 $ (3,043) Net income (loss) attributable to noncontrolling interest 271 (920) 604 Net income (loss) attributable to common stockholders $ 10,870 $ 18,552 $ (3,647) Numerator - Dilutive Net income (loss) $ 11,141 $ 17,632 $ (3,043) Net income (loss) attributable to noncontrolling interest (74) (69) 604 Net income (loss) attributable to common stockholders $ 11,215 $ 17,701 $ (3,647) Basic weighted average of outstanding shares of common stock 50,370 49,528 48,788 Dilutive effect of equity awards 918 826 — Dilutive effect of assumed subsidiary share conversion 879 320 — Diluted weighted average of outstanding shares of common stock 52,167 50,674 48,788 Basic earnings (loss) per share $ 0.22 $ 0.37 $ (0.07) Diluted earnings (loss) per share $ 0.21 $ 0.35 $ (0.07) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | 17. Segment Information The Company’s business is organized into two reportable segments, Truckload and Brokerage. The Truckload segment offers asset-based truckload services, including OTR trucking and dedicated contract services. These services are aggregated because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. The Company’s OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels. The Company’s Brokerage segment is principally engaged in non-asset-based freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers. The following table summarizes our segment information (in thousands): Year Ended December 31, 2021 2020 2019 Revenues Truckload $ 1,567,520 $ 1,513,276 $ 1,521,494 Brokerage 381,006 228,825 185,867 Total Operating Revenue $ 1,948,526 $ 1,742,101 $ 1,707,361 Operating Income (Loss) Truckload $ 15,323 $ 56,267 $ 24,071 Brokerage 3,106 (12,716) 1,999 Total Operating Income $ 18,429 $ 43,551 $ 26,070 A measure of assets is not applicable, as segment assets are not regularly reviewed by the Chief Operating Decision Maker (CODM) for evaluating performance or allocating resources. Information about the geographic areas in which the Company conducts business is summarized below (in thousands) as of and for the years ended December 31, 2021, 2020 and 2019. Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Year Ended December 31, 2021 2020 2019 Revenues United States $ 1,948,526 $ 1,742,101 $ 1,704,989 Foreign countries Mexico — — 2,372 Total $ 1,948,526 $ 1,742,101 $ 1,707,361 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The 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. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. The reclassification consisted primarily of $23.1 million of largely driver expenses reclassified from General and other expenses to Operating expenses and supplies for the year ended December 31, 2019 |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with U.S. generally accepted accounting principles (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. Significant estimates include useful lives of property and equipment and related salvage value, claims reserves for liability and workers’ compensation claims and valuation allowance for deferred tax assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investment instruments with an original maturity of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. |
Customer Receivables and Allowances | Customer Receivables and Allowances Customer receivables are recorded at the invoiced amount, net of allowances for uncollectible accounts and revenue adjustments. The allowances for uncollectible accounts and revenue adjustments are based on historical experience as well as any known trends or uncertainties related to customer billing and account collectability. The Company reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Past due balances over contractual payment terms and exceeding specified amounts are reviewed individually for collectability. Receivable balances are written off when collection is deemed unlikely. |
Operating Supplies | Operating Supplies Operating supplies consist primarily of parts, materials and supplies for servicing the Company’s revenue and service equipment. Operating supplies are recorded at the lower of cost (on a first-in, first-out basis) or market. Tires purchased as part of revenue and service equipment are capitalized as part of the cost of the equipment. Replacement tires are charged to expense when placed in service. |
Assets Held for Sale | Assets Held for Sale Assets held for sale are comprised primarily of revenue equipment no longer being utilized in continuing operations which are available and ready for sale. Assets held for sale are no longer subject to depreciation and are recorded at the lower of depreciated book value or fair market value less selling costs. The Company expects to sell these assets within the next twelve months. At December 31, 2021, assets held for sale was comprised of revenue equipment and land. At December 31, 2020, assets held for sale was comprised of revenue equipment. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Depreciation 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 values ranging from 25.0% to 50.0% of revenue equipment). The Company periodically evaluates the estimated useful lives and salvage values of its revenue equipment, due to changes in business needs and expected usage of the equipment. Upon the retirement of property and equipment, the related asset cost and accumulated depreciation are removed from the accounts and any gain or loss is included in depreciation and amortization expense in the Company’s consolidated statements of comprehensive income (loss). 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. |
Leases | Leases We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. |
Impairment of Long Lived Assets | 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 2021, we incurred a non-cash adjustment of $4.3 million due to an obsolete technology write off and recognized $2.7 million in depreciation and amortization expense, $1.3 million in communications and utilities expense and the remaining $0.3 million in operating expenses and supplies expense. |
Goodwill | Goodwill We assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. Under current accounting standards, we are not required to calculate the fair value of a reporting unit unless we determine, based on the qualitative review, that is more likely than not that its fair value is less than its carrying value. The standard includes events and circumstances for the Company to consider when conducting the qualitative assessment. The Company performs an annual goodwill impairment analysis at the reporting unit level as of October 1 each year or when an event occurs which might cause or indicate impairment. The Company performed the qualitative assessment in the fourth quarter of 2021 and 2020 and concluded it was more likely than not that the fair value of the reporting units were greater than their carrying amounts. |
Intangible Assets | Intangible Assets Customer relationships are valued as part of acquisition-related transactions using the income appraisal methodology. The income appraisal methodology includes a determination of the present value of future monetary benefits to be derived from the anticipated income, or ownership, of the subject asset. The value of customer relationships includes the value expected to be realized from existing contracts as well as from expected renewals of such contracts and is calculated using unweighted and weighted total undiscounted cash flows as part of the income appraisal methodology. Customer relationships are amortized over seven Trade names are valued based on various factors including the projected revenue stream associated with the intangible asset. The Company’s trade names have an indefinite life and are not amortized. In the fourth quarter of 2021 and 2020, the Company performed the qualitative assessment of its trade name assets and concluded it was more likely than not that the fair value of each of the assets is greater than its carrying amount. Therefore, the Company concluded it was not necessary to perform the quantitative impairment test. |
Book Overdraft | Book Overdraft Book overdraft represents outstanding checks in excess of current cash levels. The Company funds its book overdraft from its line of credit and operating cash flows. |
Deferred Financing Costs | Deferred Financing Costs The Company presents debt issuance costs as a direct deduction from the related debt, consistent with debt discounts. Debt issuance costs associated with revolving line-of-credit arrangements are presented as an asset. All such debt issuance costs are amortized ratably over the term of the arrangement. Term loan debt issuance costs, net of accumulated amortization was $0.4 million and $0.3 million at December 31, 2021 and 2020, respectively. Revolver gross debt issuance costs were $4.0 million and $4.1 million at December 31, 2021 and 2020, respectively, offset by accumulated amortization of $2.4 million and $1.8 million at December 31, 2021 and 2020, respectively. Revolver and term debt issuance cost amortization expense was $0.6 million, $1.1 million and $0.6 million in 2021, 2020 and 2019, respectively. On January 28, 2020, the Company entered into a new revolving credit facility and paid off its existing term loan which increased the revolver debt issuance costs and decreased the term loan debt issuance cost. |
Recognition of Revenue | Recognition of Revenue The Company generates revenues primarily from shipments executed by the Company’s Truckload and Brokerage operations. Those shipments are the Company’s performance obligations, arising under contracts we have entered into with customers. Under such contracts, revenue is recognized when obligations are satisfied, which occurs over time with the transit of shipments from origin to destination. This is appropriate as the customer simultaneously receives and consumes the benefits as the Company performs its obligation. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services. The most significant judgment used in recognition of revenue is the determination of miles driven as the basis for determining the amount of revenue to be recognized for partially fulfilled obligations. Accessorial charges for fuel surcharge, loading and unloading, stop charges, and other immaterial charges are part of the consideration we receive for the single performance obligation of delivering shipments. Contracts entered into with our customers do not contain material financing components. The majority of revenue contracts with our customers have a duration of one year or less and do not require any significant start-up costs, and as such, costs incurred to obtain contracts associated with these contracts are expensed as incurred. For contracts with durations exceeding one year, incremental start-up costs are capitalized and amortized on a straight line basis over the contract period which materially represents the period of revenue generation. Incremental capitalized start-up costs totaled $2.0 million and $1.9 million at December 31, 2021 and 2020, respectively, and are included in other current assets in our consolidated balance sheets. Amortization expense associated with our start up costs was $1.2 million, $1.1 million, and $1.5 million in 2021, 2020 and 2019, respectively. Through the Company’s Brokerage operations, the Company outsources the transportation of the loads to third-party carriers. The Company is a principal in these arrangements, and therefore records revenue associated with these contracts on a gross basis. The Company has the primary responsibility to meet the customer’s requirements. The Company invoices and collects from its customers and also maintains discretion over pricing. Additionally, the Company is responsible for selection of third-party transportation providers to the extent used to satisfy customer freight requirements. The timing of revenue recognition, billings, cash collections, and allowance for doubtful accounts results in billed and unbilled receivables on our consolidated balance sheet. The Company receives the unconditional right to bill when shipments are delivered to their destination. We generally receive payment within 40 days of completion of performance obligations. Unbilled receivables recorded on the consolidated balance sheet were $7.0 million and $3.6 million at December 31, 2021 and 2020, respectively and are included in customer receivables in the consolidated balance sheets. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company evaluates the need for a valuation allowance on deferred tax assets based on whether it believes that it is more likely than not all deferred tax assets will be realized. A consideration of future taxable income is made as well as on-going prudent feasible tax planning strategies in assessing the need for valuation allowances. In the event it is determined all or part of a deferred tax asset would not be able to be realized, management would record an adjustment to the deferred tax asset and recognize a charge against income at that time. The Company’s estimate of the potential outcome of any uncertain tax issue is subject to its assessment of relevant risks, facts and circumstances existing at that time. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes, and records a liability when such uncertainties meet the more likely than not recognition threshold. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. |
Concentration of Credit Risk | Concentration of Credit Risk Concentrations of credit risk with respect to customer receivables are limited due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries. Revenues from the Company’s largest customer accounted for 10.9% of total consolidated revenues before fuel surcharge during 2021. The Company performs ongoing credit evaluations and generally does not require collateral. |
Stock-Based Compensation | Stock-Based Compensation The Company has stock-based compensation plans that provide for grants of equity to its management 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. Stock-based compensation is recognized over the period for which an employee is required to provide service in exchange for the award. Stock-based compensation expense is included in salaries, wages, and benefits in the consolidated statements of comprehensive income (loss). |
Claims and Insurance Accruals | Claims and Insurance Accruals Claims and insurance accruals consist of cargo loss, physical damage, group health, liability (personal injury and property damage) and workers’ compensation claims and associated legal and other expenses within the Company’s established retention levels. Claims in excess of retention levels are generally covered by insurance in amounts the Company considers adequate. Claims accruals represent the uninsured portion of the loss and if we are the primary obligor, the insured portion of pending claims at December 31, 2021 and 2020, plus an estimated liability for incurred but not reported claims and the associated expense. Accruals for cargo loss, physical damage, group health, liability and workers’ compensation claims are estimated based on the Company’s evaluation of the type and severity of individual claims and future development based on historical trends. At December 31, 2021 and 2020, the amount recorded for both workers’ compensation and auto liability were based in part upon actuarial studies performed by a third-party actuary. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, which modifies Accounting Standards Codification (“ASC”) 740 to simplify the accounting for income taxes. We adopted ASU 2019-12 effective January 1, 2021 and the application of this guidance did not have a material impact on our financial statements . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of Income before Income Tax, Domestic and Foreign | 2021 2020 2019 Domestic $ 11,574 $ 22,704 $ (2,848) Mexico — — 194 Income (loss) before income tax provision $ 11,574 $ 22,704 $ (2,654) |
Schedule of provision for income taxes and the effective tax rates | 2021 2020 2019 Current Federal $ — $ — $ — State 1,294 602 (325) 1,294 602 (325) Deferred Federal (65) 3,998 (546) State (796) 472 1,260 (861) 4,470 714 Income tax provision $ 433 $ 5,072 $ 389 |
Schedule of Effective Income Tax Rate Reconciliation | 2021 2020 2019 Federal income tax at statutory rate $ 2,430 $ 4,768 $ (558) State income taxes, net of federal income tax benefit 499 877 1,633 Nondeductible per diem paid to drivers — 1,277 1,173 Xpress Internacional activity — — (71) Tax credits (2,054) (1,198) (1,341) Provision to return adjustment (919) (775) (138) Valuation allowance (31) (372) 567 Change in reserve for uncertain tax positions and settlements — — (755) Tax shortfall/(windfall) on share-based compensation (675) 25 (459) Executive compensation limitation 1,380 — — Other, net (197) 470 338 Income tax provision $ 433 $ 5,072 $ 389 |
Schedule of Deferred Tax Assets and Liabilities | 2021 2020 Deferred tax assets Allowance for doubtful accounts $ 4,229 $ 3,144 Insurance and claims reserves 20,023 20,100 Compensation and employee benefits 7,883 9,011 Net operating loss and credit carryforwards 32,822 23,850 Capital loss carryforward 4,985 4,301 Finance lease obligations 705 1,619 Investment in subsidiaries (288) 572 Operating lease liabilities 72,751 70,861 Notes receivable reserve — 2,638 Other 758 502 Valuation allowance (5,694) (6,022) Total deferred tax assets $ 138,174 $ 130,576 Deferred tax liabilities Property and equipment $ 78,833 $ 76,128 Intangibles 6,965 7,208 Prepaid license fees 1,894 1,324 Right of use assets 72,750 70,861 Unrealized gain on investments 1,708 — Other 325 217 Total deferred tax liabilities $ 162,475 $ 155,738 Net deferred tax liability $ 24,301 $ 25,162 |
Summary of Valuation Allowance | Deferred tax valuation allowances Balance at beginning of Charges to costs Charges to other Balance at end period and expenses accounts Deductions of period Fiscal year ended December 31, 2019 $ 5,826 $ 1,839 $ — $ 1,272 $ 6,393 December 31, 2020 $ 6,393 $ 456 $ — $ 827 $ 6,022 December 31, 2021 $ 6,022 $ 61 $ — $ 389 $ 5,694 |
Schedule of Unrecognized Tax Benefits Roll Forward | 2021 2020 2019 Beginning balance $ — $ — $ 829 Additions based on tax positions taken in prior years — Reductions due to settlements — — (829) Reductions as a result of a lapse of the applicable statute of limitations — — — Balance at December 31 $ — $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of Property, Plant and Equipment | Approximate Cost Lives 2021 2020 Land and land improvements $ 11,671 $ 18,297 Buildings and building improvements 10 − 40 years 80,191 71,550 Revenue and service equipment 3 − 15 years 582,176 622,722 Furniture and equipment 3 − 7 years 50,442 52,164 Leasehold improvements lesser of useful life or lease terms 24,698 16,717 Computer software 3 − 7 years 141,755 114,814 $ 890,933 $ 896,264 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill. | |
Schedule of goodwill | Total Balance at December 31, 2019 $ 57,708 Acquisition activity 1,513 Balance at December 31, 2020 59,221 Balance at December 31, 2021 $ 59,221 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of amortization expense related to intangible assets | Customer Relationship 2022 345 2023 345 2024 115 2025 — 2026 — Thereafter — $ 805 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt | |
Schedule of Long-term Debt Instruments | December 31, 2021 December 31, 2020 Line of credit, maturing January 2025 $ 23,900 $ — Revenue equipment installment notes with finance companies, weighted average interest rate of 3.7% and 4.0% at December 31, 2021 and December 31, 2020, due in monthly installments with final maturities at various dates through March 2027, secured by related revenue equipment with a net book value of $316.9 million and $317.2 million at December 31, 2021 and December 31, 2020 310,420 315,163 Mortgage note payables, interest rates ranging from 4.17% to 6.99% at December 31, 2021 and December 31, 2020 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $33.0 million and $31.8 million at December 31, 2021 and December 31, 2020 24,587 25,977 Other 8,444 11,245 367,351 352,385 Less: Debt issuance costs (357) (314) Less: Current maturities of long-term debt (83,584) (99,955) $ 283,410 $ 252,116 |
Schedule of Maturities of Long-term Debt | 2022 $ 83,584 2023 99,133 2024 69,788 2025 76,751 2026 14,334 Thereafter 23,761 $ 367,351 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Components of Lease Assets and Liabilities | Leases Classification December 31, 2021 Assets Operating Operating lease right-of-use assets $ 292,347 Finance Property and equipment, net 7,447 Total leased assets $ 299,794 Liabilities Current Operating Current portion of operating lease liabilities $ 88,375 Finance Current maturities of long-term debt and finance leases 1,533 Noncurrent Operating Noncurrent operating lease liabilities 205,362 Finance Long-term debt and finance leases, net of current maturities 6,625 Total lease liabilities $ 301,895 |
Schedule of Lease, Cost | Year Ended December 31, Lease Cost Classification 2021 2020 2019 Operating lease cost Vehicle rents and General and other operating $ 95,540 $ 86,847 $ 81,467 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 1,696 1,751 3,102 Interest on lease liabilities Interest expense 510 518 1,093 Short-term lease cost Vehicle rents and General and other operating 4,260 7,949 4,111 Total lease cost $ 102,006 $ 97,065 $ 89,773 |
Schedule of Leases Cash Flow Information | Year Ended December 31, Cash Flow Information 2021 2020 Cash paid for operating leases included in operating activities $ 95,540 $ 86,847 Cash paid for finance leases included in operating activities $ 511 $ 518 Cash paid for finance leases included in financing activities $ 1,901 $ 4,632 Operating lease right-of-use assets obtained in exchange for lease obligations $ 87,019 $ 93,042 |
Schedule of Lease, Term and Discount Rate | December 31, 2021 Weighted ‑ Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.8 3.8 % Finance leases 8.1 4.7 % December 31, 2020 Weighted ‑ Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 5.0 4.1 % Finance leases 2.8 5.4 % |
Schedule of Operating and Finance Lease, Liability, Maturity | December 31, 2021 Finance Operating 2022 $ 1,948 $ 97,874 2023 1,962 83,297 2024 850 51,750 2025 568 32,544 2026 584 17,510 Thereafter 3,996 41,864 9,908 324,839 Less: Amount representing interest (1,750) (31,102) Total $ 8,158 $ 293,737 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Schedule of Nonvested Restricted Stock Shares Activity | Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2019 908,088 $ 8.73 Granted 1,024,557 5.05 Vested (233,604) 8.85 Forfeited (183,165) 6.82 Unvested at December 31, 2020 1,515,876 $ 6.50 Granted 1,164,581 9.14 Vested (577,628) 7.07 Forfeited (312,060) 7.42 Unvested at December 31, 2021 1,790,769 $ 7.91 |
Schedule of Share-based Payment Arrangement, Option, Activity | Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2019 359,259 $ 4.95 Vested (87,476) 5.05 Forfeited/Canceled (68,026) 4.78 Unvested at December 31, 2020 203,757 $ 4.96 Vested (78,974) 5.12 Unvested at December 31, 2021 124,783 $ 4.86 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 2019 Strike price $ 9.40 Risk-free interest rate 2.50 % Expected dividend yield 0 % Expected volatility 45.65 % Expected term (in years) 6.25 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Number of Weighted Units Average Unvested at December 31, 2019 842,888 $ 2.14 Vested (217,858) 2.11 Unvested at December 31, 2020 625,030 $ 2.15 Vested (164,990) 2.15 Unvested at December 31, 2021 460,040 $ 2.15 |
Income (Loss) per Share (Tables
Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income (Loss) per Share | |
Schedule of basic and diluted earnings per share | The basic and diluted earnings per share calculations for the years ended December 31, 2021, 2020 and 2019, respectively, are presented below (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Numerator - Basic Net income (loss) $ 11,141 $ 17,632 $ (3,043) Net income (loss) attributable to noncontrolling interest 271 (920) 604 Net income (loss) attributable to common stockholders $ 10,870 $ 18,552 $ (3,647) Numerator - Dilutive Net income (loss) $ 11,141 $ 17,632 $ (3,043) Net income (loss) attributable to noncontrolling interest (74) (69) 604 Net income (loss) attributable to common stockholders $ 11,215 $ 17,701 $ (3,647) Basic weighted average of outstanding shares of common stock 50,370 49,528 48,788 Dilutive effect of equity awards 918 826 — Dilutive effect of assumed subsidiary share conversion 879 320 — Diluted weighted average of outstanding shares of common stock 52,167 50,674 48,788 Basic earnings (loss) per share $ 0.22 $ 0.37 $ (0.07) Diluted earnings (loss) per share $ 0.21 $ 0.35 $ (0.07) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Summary of our segment information | The following table summarizes our segment information (in thousands): Year Ended December 31, 2021 2020 2019 Revenues Truckload $ 1,567,520 $ 1,513,276 $ 1,521,494 Brokerage 381,006 228,825 185,867 Total Operating Revenue $ 1,948,526 $ 1,742,101 $ 1,707,361 Operating Income (Loss) Truckload $ 15,323 $ 56,267 $ 24,071 Brokerage 3,106 (12,716) 1,999 Total Operating Income $ 18,429 $ 43,551 $ 26,070 |
Summary of information about the geographic areas | Information about the geographic areas in which the Company conducts business is summarized below (in thousands) as of and for the years ended December 31, 2021, 2020 and 2019. Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Year Ended December 31, 2021 2020 2019 Revenues United States $ 1,948,526 $ 1,742,101 $ 1,704,989 Foreign countries Mexico — — 2,372 Total $ 1,948,526 $ 1,742,101 $ 1,707,361 |
Organization and Operations (De
Organization and Operations (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)item$ / sharesshares | Dec. 31, 2021segment$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Organization and Operations [Line Items] | ||||
Number of reportable segments | 2 | 2 | ||
Proceeds from IPO | $ | $ 246.6 | |||
Preferred stock, shares authorized (in shares) | 9,333,333 | 9,333,333 | ||
Common Stock Class A | ||||
Organization and Operations [Line Items] | ||||
Number of shares issued per share in reorganization | 4.6666667 | |||
Votes per share | item | 1 | |||
Issuance of shares (in shares) | 16,668,000 | |||
Share price (in dollars per share) | $ / shares | $ 16 | |||
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 | 140,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Stock Class B | ||||
Organization and Operations [Line Items] | ||||
Number of shares issued per share in reorganization | 4.6666667 | |||
Votes per share | item | 5 | |||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
New Mountain Lake Holdings, LLC [Member] | US Xpress Enterprises Inc [Member] | ||||
Organization and Operations [Line Items] | ||||
Ownership by parent (as a percent) | 100.00% | 100.00% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total operating expenses | $ 1,930,097 | $ 1,698,550 | $ 1,681,291 |
Revision of Prior Period, Reclassification, Adjustment [Member] | General and Administrative Expense [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total operating expenses | (23,000) | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | Direct Operating Maintenance Supplies Costs [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total operating expenses | $ 23,100 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Intangibles, debt, revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash adjustment | $ 4,300 | ||
Debt Issuance Costs, Net [Abstract] | |||
Debt issuance costs, net | 357 | $ 314 | |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Capitalized contract cost, net | 2,000 | 1,900 | |
Amortization expense | $ 1,200 | 1,100 | $ 1,500 |
Accounts receivable collection period | 40 days | ||
Contract with customer, asset, net | $ 7,000 | 3,600 | |
Term Loan [Member] | |||
Debt Issuance Costs, Net [Abstract] | |||
Debt issuance costs, gross | 400 | 300 | |
Revolving and Term Loan Facility [Member] | |||
Debt Issuance Costs, Net [Abstract] | |||
Debt issuance costs, gross | 4,000 | 4,100 | |
Accumulated amortization, debt issuance | 2,400 | 1,800 | |
Amortization of debt issuance costs | 600 | 1,100 | $ 600 |
Customer Relationships [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) [Abstract] | |||
Impairment of intangible assets | 0 | $ 0 | |
Depreciation and Amortization Expenses [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash adjustment | 2,700 | ||
Direct Communications And Utilities Costs [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash adjustment | 1,300 | ||
Direct Operating Maintenance Supplies Costs [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non-cash adjustment | $ 300 | ||
Minimum [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Salvage value (as a percent) | 25.00% | ||
Minimum [Member] | Customer Relationships [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible asset, useful life | 7 years | ||
Maximum [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Salvage value (as a percent) | 50.00% | ||
Maximum [Member] | Customer Relationships [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) [Abstract] | |||
Intangible asset, useful life | 15 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Credit risk, etc. (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Self-insurance amount retained | $ 0.6 | $ 0 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 10.90% |
Income Taxes - Components of Ea
Income Taxes - Components of Earnings (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Domestic | $ 11,574 | $ 22,704 | $ (2,848) |
Mexico | 194 | ||
Income (loss) before income tax provision (benefit) | $ 11,574 | $ 22,704 | $ (2,654) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Current, State | $ 1,294 | $ 602 | $ (325) |
Total Current | 1,294 | 602 | (325) |
Deferred, Federal | (65) | 3,998 | (546) |
Deferred, State | (796) | 472 | 1,260 |
Total Deferred | (861) | 4,470 | 714 |
Income tax provision (benefit) | $ 433 | $ 5,072 | $ 389 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Statutory income tax rate, as a percent | 21.00% | 21.00% | 21.00% |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal income tax at statutory rate | $ 2,430 | $ 4,768 | $ (558) |
State income taxes, net of federal income tax benefit | 499 | 877 | 1,633 |
Nondeductible per diem paid to drivers | 1,277 | 1,173 | |
Xpress Internacional activity | (71) | ||
Tax credits | (2,054) | (1,198) | (1,341) |
Provision to return adjustment | (919) | (775) | (138) |
Valuation allowance | (31) | (372) | 567 |
Change in reserve for uncertain tax positions and settlements | (755) | ||
Tax shortfall/(windfall) on share-based compensation | (675) | 25 | (459) |
Executive compensation limitation | 1,380 | ||
Other, net | (197) | 470 | 338 |
Income tax provision (benefit) | $ 433 | $ 5,072 | $ 389 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||||
Allowance for doubtful accounts | $ 4,229 | $ 3,144 | ||
Insurance and claims reserves | 20,023 | 20,100 | ||
Compensation and employee benefits | 7,883 | 9,011 | ||
Net operating loss and credit carryforwards | 32,822 | 23,850 | ||
Capital loss carryforward | 4,985 | 4,301 | ||
Finance lease obligations | 705 | 1,619 | ||
Investment in subsidiaries | (288) | 572 | ||
Operating lease liabilities | 72,751 | 70,861 | ||
Notes receivable reserve | 2,638 | |||
Other | 758 | 502 | ||
Valuation allowance | (5,694) | (6,022) | $ (6,393) | $ (5,826) |
Total deferred tax assets | 138,174 | 130,576 | ||
Property and equipment | 78,833 | 76,128 | ||
Intangibles | 6,965 | 7,208 | ||
Prepaid license fees | 1,894 | 1,324 | ||
Right of use asset | 72,750 | 70,861 | ||
Unrealized gain on investments | 1,708 | |||
Other | 325 | 217 | ||
Total deferred tax liabilities | 162,475 | 155,738 | ||
Net deferred tax liability | $ 24,301 | $ 25,162 |
Income Taxes - Loss carryforwar
Income Taxes - Loss carryforwards (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Domestic Tax Authority [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards, Total | $ 41.5 | $ 21.6 |
Operating loss carryforwards not subject to expiration | 41.5 | |
Tax credits subject to expiration | 15.9 | |
State and Local Jurisdiction [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Tax Credit Carryforward, Amount | 0.8 | 0.5 |
Operating Loss Carryforwards, Total | 147.3 | 113.7 |
Operating loss carryforwards subject to expiration | 149 | |
Tax credits subject to expiration | 0.8 | |
Capital Loss Carryforward [Member] | Domestic Tax Authority [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Tax Credit Carryforward, Amount | $ 22.7 | $ 19.5 |
Income Taxes - Deferred Tax Val
Income Taxes - Deferred Tax Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Changes in estimated realization of deferred tax assets | $ (300) | $ (400) | |
Balance at Beginning Period | 6,022 | 6,393 | $ 5,826 |
Charge to cost and expense | 61 | 456 | 1,839 |
Deductions | 389 | 827 | 1,272 |
Balance at end of period | $ 5,694 | $ 6,022 | $ 6,393 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Beginning balance | $ 0 | $ 0 | $ 829 |
Reductions due to settlements | (829) | ||
Ending balance | 0 | 0 | 0 |
Interest and penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Divesture of Xpress Internaci_2
Divesture of Xpress Internacional (Details) $ in Thousands | Jan. 17, 2019USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of tractors sold | item | 110 | ||
Impairment of assets in disposal group | $ 6,793 | ||
Tractors [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fair value of assets held for sale | $ 2,500 | 1,700 | |
Xpress Internacional | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds | 4,500 | ||
Note received in disposal | 6,000 | 1,600 | |
Contingent consideration received in disposal | $ 2,500 | ||
Xpress Internacional | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment of assets held for sale | $ 11,600 | ||
Subsequent gain | $ 800 | ||
Affiliated Entity [Member] | Reportable Legal Entities [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership interest, as a percent | 95.00% |
Property and Equipment - Cost a
Property and Equipment - Cost and Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 890,933 | $ 896,264 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 11,671 | 18,297 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 80,191 | 71,550 |
Building and Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 10 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 40 years | |
Revenue and service equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 582,176 | 622,722 |
Revenue and service equipment | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 3 years | |
Revenue and service equipment | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 15 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 50,442 | 52,164 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 24,698 | 16,717 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 141,755 | $ 114,814 |
Computer software | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 3 years | |
Computer software | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Year) | 7 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 70,700 | $ 80,400 | $ 84,600 |
(Gains) Losses on sale of equipment | (999) | 12,711 | 3,853 |
Finance leases, cost, post-adoption | 14,200 | 19,200 | |
Finance leases, accumulated amortization, post-adoption | 6,800 | 12,100 | |
Capitalized computer software, amortization | 10,900 | 8,000 | $ 4,100 |
Capitalized computer software, accumulated amortization | $ 81,700 | $ 72,200 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease Term | 1 year | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease Term | 16 years | ||
Revenue and service equipment | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease Term | 36 months | ||
Revenue and service equipment | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease Term | 144 months |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill | $ 59,221 | $ 59,221 | $ 57,708 | |
Acquisition activity | 1,513 | |||
Truckload Segment [Member] | U. S. Xpress Reporting Unit [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 52,800 | 52,800 | ||
Truckload Segment [Member] | Total Transportation Of Mississippi [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 4,900 | $ 4,900 | ||
Brokerage Segment [Member] | ||||
Goodwill [Line Items] | ||||
Acquisition activity | $ 1,500 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Trade names, carrying value | $ 23.3 | $ 23.3 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets at cost | 21.7 | 21.7 | |
Amortization expense | 1.4 | 1.7 | $ 1.7 |
Accumulated amortization | $ 20.9 | $ 19.5 | |
Remaining amortization period | 2 years 3 months 18 days |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) - Customer Relationships [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 345 |
2023 | 345 |
2024 | 115 |
Total amortization | $ 805 |
Equity and Other Investments (D
Equity and Other Investments (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2013 | Feb. 29, 2020 | Dec. 31, 2021 | Apr. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||||
Investment in equity securities | $ 12,700 | $ 5,000 | ||||
Number of shares held | 353,604 | |||||
Unrealized gain on investment | $ 7,677 | |||||
Tu Simple [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Share price | $ 40 | |||||
Drivertech, LLC [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, as a percent | 20.73% | |||||
Investment carrying value | $ 0 | $ 0 | ||||
Drivertech, LLC [Member] | Management Of US Xpress [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, as a percent | 12.00% | |||||
Drivertech, LLC [Member] | Unspecified Investors [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest, as a percent | 67.27% | |||||
Parker Global Enterprises, Inc. [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investment carrying value | $ 0 | |||||
Loss on sale of investments | $ (2,000) | |||||
Stock ownership received, as a percent | 45.00% | |||||
Value of stock received | $ 10,400 |
Long-term Debt - Components (De
Long-term Debt - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 367,351 | $ 352,385 |
Less: Debt issuance costs | (357) | (314) |
Less: Current maturities of long-term debt | (83,584) | (99,955) |
Long-term debt, excluding current maturities | 283,410 | 252,116 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 23,900 | |
Revenue equipment notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 310,420 | $ 315,163 |
Weighted average interest rate | 3.70% | 4.00% |
Collateral | $ 316,900 | $ 317,200 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 24,587 | 25,977 |
Collateral | $ 33,000 | $ 31,800 |
Mortgages [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.17% | 4.17% |
Mortgages [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.99% | 6.99% |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 8,444 | $ 11,245 |
Long-term Debt - Credit Facilit
Long-term Debt - Credit Facilities (Details) $ in Thousands | Jan. 28, 2020USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||
Letters of credit outstanding | $ 28,100 | |
Long-term Debt, Total | $ 367,351 | |
Borrowing base limit | $ 250,000 | |
Limitation on billed accounts receivable, as a percent | 87.50% | |
Limitation on unbilled accounts receivable, as a percent | 85.00% | |
Limitation on net book value of equipment, as a percent | 85.00% | |
Limitation on fair market value of real estate, as a percent | 80.00% | |
Limitation alternative to real estate | $ 25,000 | |
Fixed charge coverage ratio, as a percent | 1.00% | |
Covenant testing trigger, as a percent | 10.00% | |
Covenant testing trigger, amount | $ 20,000 | |
Fixed charge coverage ratio required | 0 | |
Base Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 0.50% | |
Base Rate Loans [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 0.25% | |
Base Rate Loans [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Quarterly adjustment to rate, as a percent | 0.75% | |
Base Rate Loans [Member] | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 0.50% | |
Base Rate Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 1.00% | |
Eurodollar Rate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 1.50% | |
Eurodollar Rate Loans [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 1.25% | |
Eurodollar Rate Loans [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate, as a percent | 1.75% | |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Term | 5 years | |
Letters of credit outstanding | $ 28,100 | |
Amount available to borrow | 183,200 | |
Amount outstanding | 23,900 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 250,000 | |
Commitment fee, as a percent | 0.25% | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 75,000 | |
Swingline Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 25,000 | |
Accordion Facility [Member] | ||
Debt Instrument [Line Items] | ||
Potential increase in borrowing capacity | $ 75,000 |
Long-Term Debt - Maturities (De
Long-Term Debt - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 83,584 |
2023 | 99,133 |
2024 | 69,788 |
2025 | 76,751 |
2026 | 14,334 |
Thereafter | 23,761 |
Long-term Debt, Total | $ 367,351 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating leased asset | $ 292,347 | $ 287,251 |
Finance leased asset | 7,447 | |
Total leased assets | 299,794 | |
Operating lease liabilities, current | 88,375 | 78,193 |
Finance lease liabilities, current | $ 1,533 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation, Current | |
Operating lease liabilities, noncurrent | $ 205,362 | $ 209,311 |
Finance lease liabilities, noncurrent | $ 6,625 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Longterm Debt Gross And Finance Leases Noncurrent | |
Total lease liabilities | $ 301,895 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Finance Lease, Term of Contract | 1 year | |
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Finance Lease, Term of Contract | 16 years | |
Lessee, Operating Lease, Term of Contract | 16 years |
Leases - Cost (Details)
Leases - Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Lease, Cost, Total | $ 102,006 | $ 97,065 | $ 89,773 |
Vehicle Rents and General and Other Operating [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 95,540 | 86,847 | 81,467 |
Short-term lease cost | 4,260 | 7,949 | 4,111 |
Depreciation and Amortization [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Amortization of finance lease assets | 1,696 | 1,751 | 3,102 |
Interest Expense [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Interest on lease liabilities | $ 510 | $ 518 | $ 1,093 |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | |||
Cash paid for operating leases included in operating activities | $ 95,540 | $ 86,847 | |
Cash paid for finance leases included in operating activities | 511 | 518 | |
Cash paid for finance leases included in financing activities | 1,901 | 4,632 | |
Operating lease right-of-use assets obtained in exchange for lease obligations | 87,019 | 93,042 | |
Noncash lease expense | $ 96,700 | $ 87,500 | $ 81,100 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee Disclosure [Abstract] | ||
Weighted average remaining lease term, operating leases | 4 years 9 months 18 days | 5 years |
Discount rate, operating leases (as a percent) | 3.80% | 4.10% |
Weighted average remaining lease term, finance leases | 8 years 1 month 6 days | 2 years 9 months 18 days |
Discount rate, finance leases (as a percent) | 4.70% | 5.40% |
Leases - Futures maturities of
Leases - Futures maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 1,948 |
2023 | 1,962 |
2024 | 850 |
2025 | 568 |
2026 | 584 |
Thereafter | 3,996 |
Finance Lease, Liability, Payment, Due, Total | 9,908 |
Less: Amount representing interest | (1,750) |
Total | 8,158 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | 97,874 |
2023 | 83,297 |
2024 | 51,750 |
2025 | 32,544 |
2026 | 17,510 |
Thereafter | 41,864 |
Lessee, Operating Lease, Liability, Payments, Due, Total | 324,839 |
Less: Amount representing interest | (31,102) |
Total | $ 293,737 |
Leases - Sale leaseback (Detail
Leases - Sale leaseback (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Sale Leaseback Transaction [Line Items] | ||||
Operating lease right of use assets | $ 292,347 | $ 287,251 | ||
Operating lease liability | 293,737 | |||
Maximum residual value guarantee | 141,700 | |||
Operating lease income | $ 26,000 | $ 39,800 | $ 31,500 | |
Sale Leaseback Transaction 2019 Involving Three Terminals [Member] | ||||
Sale Leaseback Transaction [Line Items] | ||||
Number of terminals | item | 3 | |||
Sale proceeds | $ 23,500 | |||
Lease term | 15 years | |||
Annual rate | $ 1,700 | |||
Annual increase, as a percent | 1.70% | |||
Operating lease right of use assets | $ 20,800 | 20,800 | ||
Operating lease liability | 20,800 | $ 20,800 | ||
Sale leaseback gain | $ 1,200 |
Related-Party Transactions (Det
Related-Party Transactions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||
Amount paid for property | $ 192,366 | $ 186,122 | $ 151,751 | ||
Drivertech, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of stockholders | item | 2 | ||||
Amount of transaction | $ 1,900 | $ 2,200 | 2,400 | ||
Ownership interest, as a percent | 32.73% | ||||
Charge to income | $ 2,900 | ||||
Parker Global Enterprises, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 200 | ||||
Arnold [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lessor operating lease term | 10 years | 10 years | |||
Proceeds from leases | $ 400 | ||||
Accounts Receivable, Related Parties | $ 5,000 | 5,000 | |||
Increase (Decrease) in Notes Receivable, Related Parties | 2,000 | ||||
Provision for losses on receivables | 6,800 | ||||
Notes Receivable, Related Parties | $ 200 | $ 200 | |||
Loss on sale of investments | $ 2,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)item | |
Loss Contingencies [Line Items] | |
Letters of credit outstanding | $ | $ 28.1 |
California Wage And Hour Class Action Litigation [Member] | |
Loss Contingencies [Line Items] | |
Period covered by claim | 1 year |
Stockholder Claims [Member] | |
Loss Contingencies [Line Items] | |
Number of proposed classes filing claims | 8 |
Tennessee State Court Cases [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 5 |
Number of claims dismissed | 2 |
Number of claims consolidated | 3 |
Number of officers | 5 |
Number of underwriters | 7 |
Number of remaining claims | 1 |
Federal Court Cases [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 2 |
Number of remaining claims | 2 |
New York State Court Case [Member] | |
Loss Contingencies [Line Items] | |
Number of claims | 1 |
Stockholder Derivative Action Filed In Nevada [Member] | |
Loss Contingencies [Line Items] | |
Number of officers | 5 |
Number of board members | 5 |
Revenue and service equipment | |
Loss Contingencies [Line Items] | |
2022 | $ | $ 92.3 |
Computer software | |
Loss Contingencies [Line Items] | |
2022 | $ | 1.9 |
2023 | $ | 2.5 |
2024 | $ | 2.5 |
2025 | $ | 2.5 |
2026 | $ | $ 2.5 |
Share-based Compensation - Omni
Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | Jun. 30, 2018 | |
Common Stock Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance, in shares | 5,800,000 | 3,200,000 | ||
Restricted Stock And RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Unvested, beginning balance (in shares) | 1,515,876 | 908,088 | ||
Granted, number of shares (in shares) | 1,164,581 | 1,024,557 | ||
Vested, number of shares (in shares) | (577,628) | (233,604) | ||
Forfeited, number of shares (in shares) | (312,060) | (183,165) | ||
Unvested, ending balance (in shares) | 1,790,769 | 1,515,876 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Unvested, weighted average, beginning (in dollars per share) | $ 6.50 | $ 8.73 | ||
Granted, weighted average grant date fair value (in dollars per share) | 9.14 | 5.05 | ||
Vested, weighted average grant date fair value (in dollars per share) | 7.07 | 8.85 | ||
Forfeited, weighted average grant date fair value (in dollars per share) | 7.42 | 6.82 | ||
Unvested, weighted average, ending (in dollars per share) | $ 7.91 | $ 6.50 |
Share-based Compensation - Om_2
Share-based Compensation - Omnibus Plan Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, ending balance (in shares) | 123,600 | ||
Share-based compensation recognized cost | $ 0.2 | $ 0.6 | |
Service-Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, ending balance (in shares) | 1,667,169 | ||
Share-based compensation recognized cost | $ 4.9 | $ 2.8 | $ 2.2 |
Unrecognized amount | $ 9.2 | ||
Unrecognized cost, period for recognition | 2 years 9 months 18 days | ||
Service-Based Awards [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Service-Based Awards [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested, beginning balance (in shares) | 203,757 | 359,259 |
Vested (in shares) | (78,974) | (87,476) |
Forfeited/Canceled (in shares) | (68,026) | |
Unvested, ending balance (in shares) | 124,783 | 203,757 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested, weighted average grant date fair value at beginning of period (in dollars per share) | $ 4.96 | $ 4.95 |
Vested, weighted average grant date fair value (in dollars per share) | 5.12 | 5.05 |
Forfeited/Canceled, weighted average grant date fair value (in dollars per share) | 4.78 | |
Unvested, weighted average grant date fair value at end of period (in dollars per share) | $ 4.86 | $ 4.96 |
Share-based Compensation - Opti
Share-based Compensation - Options Information and Valuation (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Expiration period | 10 years | ||
Share-based compensation recognized cost | $ 0.3 | $ 0.3 | $ 0.6 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Strike price (in dollars per share) | $ 9.40 | ||
Risk-free interest rate | 2.50% | ||
Expected dividend yield | 0.00% | ||
Expected volatility | 45.65% | ||
Expected term (in years) | 6 years 3 months | ||
Unrecognized amount, options | $ 0.3 | ||
Unrecognized cost, period for recognition | 1 year | ||
Number of stock options exercisable | 191,115 | ||
Weighted average exercise price of stock options that are exercisable | $ 12.84 | ||
Remaining contractual life of exercisable stock options | 6 years 9 months 18 days |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - Pre-IPO Restricted Stock Plan [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Holding period | 9 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested, beginning balance (in shares) | 625,030 | 842,888 | |
Granted, number of shares (in shares) | 217,858 | ||
Vested, number of shares (in shares) | (164,990) | ||
Unvested, ending balance (in shares) | 460,040 | 625,030 | 842,888 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested, weighted average, beginning (in dollars per share) | $ 2.15 | $ 2.14 | |
Granted, weighted average grant date fair value (in dollars per share) | 2.11 | ||
Vested, weighted average grant date fair value (in dollars per share) | 2.15 | ||
Unvested, weighted average, ending (in dollars per share) | $ 2.15 | $ 2.15 | $ 2.14 |
Share-based compensation recognized cost | $ 0.3 | $ 0.4 | $ 0.5 |
Unrecognized amount | $ 0.7 | ||
Unrecognized cost, period for recognition | 2 years 2 months 12 days | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Vesting period | 3 years | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Vesting period | 7 years |
Share-based Compensation - ESPP
Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan [Member] - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of shares authorized | 2,300,000 | |||
Purchase election as percentage of compensation | 15.00% | |||
Purchase price as percentage of fair value | 85.00% | |||
Share-based compensation recognized cost | $ 0.5 | $ 0.3 | $ 0.2 | |
Shares purchased | 241,443 | 196,471 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plan | |||
Percent vested | 100.00% | ||
Expense recognized | $ 3.2 | $ 2.8 | $ 2.3 |
Maximum base salary deferral, as a percent | 85.00% | ||
Maximum bonus deferral, as a percent | 100.00% | ||
Liability under the deferred compensation plan | $ 4.1 | 3.5 | |
Value of life insurance funding deferred compensation plan | $ 3.5 | $ 3.1 |
Income (Loss) per Share (Detail
Income (Loss) per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) per Share | |||
Antidilutive securities excluded from computation of earnings per share | 445,972 | 614,143 | 2,148,390 |
Income (Loss) per Share - Basic
Income (Loss) per Share - Basic and Diluted Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator - Basic | |||
Net income (loss) | $ 11,141 | $ 17,632 | $ (3,043) |
Net income (loss) attributable to noncontrolling interest | 271 | (920) | 604 |
Net total and comprehensive income (loss) attributable to controlling interest | 10,870 | 18,552 | (3,647) |
Numerator - Dilutive | |||
Net income (loss) | 11,141 | 17,632 | (3,043) |
Net income (loss) attributable to noncontrolling interest | (74) | (69) | 604 |
Net income (loss) attributable to common stockholders | $ 11,215 | $ 17,701 | $ (3,647) |
Weighted average of outstanding shares of common stock | |||
Basic weighted average of outstanding shares of common stock (in shares) | 50,370 | 49,528 | 48,788 |
Dilutive effect of equity awards (in shares) | 918 | 826 | |
Dilutive effect of assumed subsidiary share conversion (in shares) | 879 | 320 | |
Diluted weighted average of outstanding shares of common stock (in shares) | 52,167 | 50,674 | 48,788 |
Basic earnings (loss) per share (in dollars per share) | $ 0.22 | $ 0.37 | $ (0.07) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.21 | $ 0.35 | $ (0.07) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2021segment | Dec. 31, 2021 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | 2 | 2 | |||
Revenues | |||||
Total Operating Revenue | $ 1,948,526 | $ 1,742,101 | $ 1,707,361 | ||
Operating Income (Loss) | |||||
Total Operating Income | 18,429 | 43,551 | 26,070 | ||
UNITED STATES | |||||
Revenues | |||||
Total Operating Revenue | 1,948,526 | 1,742,101 | 1,704,989 | ||
MEXICO | |||||
Revenues | |||||
Total Operating Revenue | 2,372 | ||||
Truckload Segment [Member] | |||||
Revenues | |||||
Total Operating Revenue | 1,567,520 | 1,513,276 | 1,521,494 | ||
Operating Income (Loss) | |||||
Total Operating Income | 15,323 | 56,267 | 24,071 | ||
Brokerage Segment [Member] | |||||
Revenues | |||||
Total Operating Revenue | 381,006 | 228,825 | 185,867 | ||
Operating Income (Loss) | |||||
Total Operating Income | $ 3,106 | $ (12,716) | $ 1,999 |