U.S. Xpress Enterprises (USX) 10-Q 10 May 23 2023 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Apr. 30, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
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
Trading Symbol	USX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000923571
Amendment Flag	false
Common Stock Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		13,113,164
Common Stock Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		39,462,673

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 2,963	$ 2,275
Customer receivables, net of allowance of $990 and $990 at March 31, 2023 and December 31, 2022, respectively	207,934	222,794
Other receivables	16,078	17,676
Prepaid insurance and licenses	16,609	13,847
Operating supplies	7,957	8,410
Assets held for sale	22,148	25,759
Other current assets	26,057	46,642
Total current assets	299,746	337,403
Property and equipment, at cost	979,952	980,607
Less accumulated depreciation and amortization	(404,476)	(397,806)
Net property and equipment	575,476	582,801
Other assets
Operating lease right of use assets	347,751	333,498
Goodwill	59,221	59,221
Intangible assets, net	23,698	23,784
Deferred tax assets	1,684
Other	42,183	44,758
Total other assets	474,537	461,261
Total assets	1,349,759	1,381,465
Current liabilities
Accounts payable	96,517	111,222
Book overdraft	8,217	4,213
Accrued wages and benefits	24,135	35,457
Claims and insurance accruals, current	55,797	73,372
Other accrued liabilities	12,974	13,403
Current portion of operating lease liabilities	103,893	105,078
Current maturities of long-term debt and finance leases	122,358	124,033
Total current liabilities	423,891	466,778
Liabilities, Noncurrent
Long-term debt and finance leases, net of current maturities	382,118	360,175
Less unamortized discount and debt issuance costs	(50)	(310)
Net long-term debt and finance leases	382,068	359,865
Deferred income taxes		8,549
Other long-term liabilities	20,232	22,878
Claims and insurance accruals, long-term	63,556	50,825
Noncurrent operating lease liabilities	243,503	230,505
Commitments and contingencies (Note 7)
Stockholders' equity
Additional paid-in capital	275,291	273,781
Retained earnings deficit	(62,668)	(35,548)
Stockholders' equity	213,149	238,748
Noncontrolling interest	3,360	3,317
Total stockholders' equity	216,509	242,065
Total liabilities and stockholders' equity	1,349,759	1,381,465
Common stock Class A
Stockholders' equity
Common stock	395	357
Common Stock Class B
Stockholders' equity
Common stock	$ 131	$ 158

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Allowance	$ 990	$ 990
Common stock Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	140,000,000	140,000,000
Common stock, shares issued (in shares)	39,462,270	35,704,400
Common stock, shares outstanding (in shares)	39,462,270	35,704,400
Common Stock Class B
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	13,113,164	15,777,083
Common stock, shares outstanding (in shares)	13,113,164	15,777,083

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating revenue
Total operating revenue	$ 492,726	$ 517,188
Operating expenses
Salaries, wages, and benefits	181,704	169,028
Fuel and fuel taxes	74,606	65,043
Vehicle rents	31,661	24,294
Depreciation and amortization, net of (gain) loss on sale of property	27,309	18,717
Operating expenses and supplies	44,984	44,814
Insurance premiums and claims	38,919	20,139
Operating taxes and licenses	4,381	3,916
Communications and utilities	3,718	3,544
General and other operating expenses	18,846	17,319
Total operating expenses	522,580	517,398
Operating loss	(29,854)	(210)
Other expense
Interest expense, net	7,036	3,807
Other expense	60	7,105
Nonoperating (Income) Expense, Total	7,096	10,912
Loss before income tax benefit	(36,950)	(11,122)
Income tax benefit	(9,873)	(2,149)
Net total and comprehensive loss	(27,077)	(8,973)
Net total and comprehensive income (loss) attributable to noncontrolling interest	43	(71)
Net total and comprehensive loss attributable to controlling interest	$ (27,120)	$ (8,902)
Loss per share
Basic earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)
Basic weighted average shares outstanding (in shares)	52,128	50,849
Diluted earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)
Diluted weighted average shares outstanding (in shares)	52,128	50,849
Revenue, before fuel surcharge
Operating revenue
Total operating revenue	$ 437,822	$ 464,327
Fuel surcharge
Operating revenue
Total operating revenue	54,904	52,861
Shipping and Handling
Operating expenses
Purchased transportation	$ 96,452	$ 150,584

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (27,077)	$ (8,973)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax benefit	(10,233)	(2,623)
Depreciation and amortization	24,541	19,036
(Gains) losses on sale of equipment	2,768	(319)
Share based compensation	1,048	1,456
Other	398	(1,089)
Unrealized loss on equity investment	60	8,363
Changes in operating assets and liabilities:
Receivables	16,566	(14,514)
Prepaid insurance and licenses	(5,545)	(2,642)
Operating supplies	543	(595)
Other assets	1,090	(16,915)
Accounts payable and other accrued liabilities	3,817	9,061
Accrued wages and benefits	(11,322)	4,062
Net cash used in operating activities	(3,346)	(5,692)
Investing activities
Payments for purchases of property and equipment	(46,902)	(50,091)
Proceeds from sales of property and equipment	26,065	10,820
Net cash used in investing activities	(20,837)	(39,271)
Financing activities
Borrowings under lines of credit	121,804	167,471
Payments under lines of credit	(85,900)	(126,300)
Borrowings under long-term debt	31,994	15,948
Payments of long-term debt and finance leases	(47,671)	(21,914)
Tax withholding related to net share settlement of restricted stock awards	(146)	(408)
Proceeds from issuance of common stock under ESPP	619	725
Proceeds from long-term consideration for sale of subsidiary	167	159
Book overdraft	4,004	6,166
Net cash provided by financing activities	24,871	41,847
Net change in cash and cash equivalents	688	(3,116)
Cash and cash equivalents
Beginning of year	2,275	5,695
End of period	2,963	2,579
Supplemental disclosure of cash flow information
Cash paid during the year for interest	6,320	3,597
Cash paid during the year for income taxes		49
Supplemental disclosure of significant noncash investing and financing activities
Property and equipment amounts accrued in accounts payable	$ 2,175	16,450
Uncollected proceeds from asset sales		$ 1,778

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Common Stock Common Stock Class A	Common Stock Common Stock Class B	Additional Paid In Capital	Retained Earnings (Deficit)	Non Controlling Interest	Total
Stockholders' Equity, Beginning Balance at Dec. 31, 2021	$ 348	$ 157	$ 267,621	$ 8,440	$ 1,723	$ 278,289
Increase (Decrease) in Stockholders' Equity
Share based compensation			1,456			1,456
Vesting of restricted stock	4	1	(413)			(408)
Issuance of common stock under ESPP	1		724			725
Net income (loss)				(8,902)	(71)	(8,973)
Stockholders' Equity, Ending Balance at Mar. 31, 2022	353	158	269,388	(462)	1,652	271,089
Stockholders' Equity, Beginning Balance at Dec. 31, 2022	357	158	273,781	(35,548)	3,317	242,065
Increase (Decrease) in Stockholders' Equity
Share based compensation			1,048			1,048
Vesting of restricted stock	6	1	(153)			(146)
Conversion of Class B stock to Class A stock	28	(28)
Issuance of common stock under ESPP	4		615			619
Net income (loss)				(27,120)	43	(27,077)
Stockholders' Equity, Ending Balance at Mar. 31, 2023	$ 395	$ 131	$ 275,291	$ (62,668)	$ 3,360	$ 216,509

Organization and Operations

Organization and Operations	3 Months Ended
	Mar. 31, 2023
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 asset-light freight 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 asset-light freight brokerage services, where loads are contracted to third-party carriers. Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, the rights and preferences of which may be designated by the Board of Directors. ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2022 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2022. Impairment of Long Lived Assets The Company reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of the expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. During the three months ended March 31, 2022, we incurred a non-cash adjustment of $2.2 million due to an obsolete technology write off and recognized $2.2 million in amortization expense. ​

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Taxes
Income Taxes	3. Income Taxes The Company’s provision for income taxes for the three months ended March 31, 2023 and 2022 is based on the estimated annual effective tax rate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three months ended March 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Loss before income tax benefit ​ $ (36,950) ​ $ (11,122) ​ Income tax benefit ​ (9,873) ​ (2,149) ​ Effective tax rate ​ ​ 26.7 % 19.3 % ​ The difference between the Company’s effective tax rate for the three months ended March 31, 2023 and 2022 and the US statutory rate of 21% primarily relates to nondeductible expenses, federal income tax credits, state income taxes (net of federal benefit), adjustments to valuation allowances, and certain discrete items.

Investments

Investments	3 Months Ended
	Mar. 31, 2023
Equity and Other Investments
Investments	4. Investments At March 31, 2021, we held a $5.0 million investment 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 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. We recognized an unrealized loss of $0.1 million and $8.4 million during the three months ended March 31, 2023 and 2022, respectively, in other expense within the unaudited condensed consolidated statements of comprehensive income (loss). The fair value of the investment is $0.5 million and is included in other noncurrent assets on the accompanying unaudited condensed consolidated balance sheets.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2023
Long-Term Debt
Long-Term Debt	5. Long-Term Debt Long-term debt at March 31, 2023 and December 31, 2022 consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Line of credit, maturing January 2025 ​ $ 132,104 ​ $ 96,200 Revenue equipment installment notes with finance companies, weighted average interest rate of 4.5% and 4.2% at March 31, 2023 and December 31, 2022, due in monthly installments with final maturities at various dates through December 2027, secured by related revenue equipment with a net book value of $362.4 million and $363.9 million at March 31, 2023 and December 31, 2022 ​ ​ 344,899 ​ ​ 346,662 Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2023 and December 31, 2022 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of ​ 13,920 ​ 23,108 Other ​ 6,390 ​ 10,657 ​ ​ 497,313 ​ 476,627 Less: Debt issuance costs ​ (50) ​ (310) Less: Current maturities of long-term debt ​ (120,398) ​ (122,009) ​ ​ $ 376,865 ​ $ 354,308 ​ Credit Facility On January 28, 2020, we entered into a new credit facility (the “Credit Facility”) and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million. The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025. Borrowings under the Credit Facility are classified as either “base rate loans” or “term SOFR loans”. Base rate loans accrue interest at a base rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) SOFR for a one month interest period. Term SOFR loans accrue interest at SOFR for a one, three, or six month period, at the Company’s election, plus an adjustment of 0.10% for one month SOFR period, 0.15% for a three month SOFR period, or 0.25% for a six month SOFR period, plus an applicable margin that adjusts quarterly between 1.25% and 1.75% based on the ratio of daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility. The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility. Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0 . The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base or revolving credit facility or (B) $20.0 million. Based on excess availability as of March 31, 2023, there was no fixed charge coverage ratio requirement. The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness. At March 31, 2023, the Credit Facility had issued collateralized letters of credit in the face amount of $32.1 million, with $132.1 million in borrowings outstanding and $51.8 million available to borrow.

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases
Leases	6. Leases We have operating and finance leases The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, Leases ​ Classification ​ 2023 ​ 2022 Assets ​ ​ ​ Operating Operating lease right-of-use assets ​ $ 347,751 ​ $ 333,498 Finance Property and equipment, net ​ 6,424 ​ 6,866 Total leased assets ​ $ 354,175 ​ $ 340,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ Current ​ ​ Operating Current portion of operating lease liabilities ​ $ 103,893 ​ $ 105,078 Finance Current maturities of long-term debt and finance leases ​ 1,960 ​ 2,024 Noncurrent ​ ​ ​ ​ Operating Noncurrent operating lease liabilities ​ 243,503 ​ 230,505 Finance Long-term debt and finance leases, net of current maturities ​ 5,203 ​ 5,557 Total lease liabilities ​ $ 354,559 ​ $ 343,164 ​ The table below presents certain information related to the lease costs for finance and operating leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, Lease Cost Classification 2023 2022 Operating lease cost Vehicle rents and General and other operating ​ $ 33,178 ​ $ 26,365 Finance lease cost: ​ ​ ​ Amortization of finance lease assets Depreciation and amortization ​ 459 ​ 201 Interest on lease liabilities Interest expense ​ 99 ​ 115 Short-term lease cost Vehicle rents and General and other operating ​ 644 ​ 410 Total lease cost ​ $ 34,380 ​ $ 27,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, Cash Flow Information 2023 2022 Cash paid for operating leases included in operating activities ​ $ 32,876 ​ $ 26,365 Cash paid for finance leases included in operating activities ​ $ 100 ​ $ 115 Cash paid for finance leases included in financing activities ​ $ 457 ​ $ 370 ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets obtained in exchange for lease obligations ​ $ 40,983 ​ $ 14,223 ​ ​ ​ ​ ​ ​ ​ ​ Noncash lease expense was $33.2 million and $26.8 million during the three months ended March 31, 2023 and 2022, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Weighted ‑ Average ​ Weighted- ​ ​ Remaining Lease ​ Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.7 ​ 4.8 % Finance leases 7.4 ​ 5.2 % ​ ​ March 31, 2022 ​ ​ Weighted ‑ Average ​ Weighted- ​ ​ Remaining Lease ​ Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.7 3.8 % Finance leases 8.0 4.6 % ​ As of March 31, 2023, future maturities of lease liabilities were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Finance Operating 2023 ​ $ 2,264 ​ $ 91,318 2024 ​ 1,037 ​ 95,503 2025 ​ 699 ​ 75,472 2026 ​ 588 ​ 53,681 2027 ​ 604 ​ 20,464 Thereafter ​ 3,283 ​ 56,235 ​ ​ 8,475 ​ 392,673 Less: Amount representing interest ​ (1,312) ​ (45,277) Total ​ $ 7,163 ​ $ 347,396 ​ We lease tractors to independent contractors under operating leases and recognized lease income under these leases of $4.3 million million

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies.
Commitments and Contingencies	7. Commitments and Contingencies The Company is party to certain legal proceedings incidental to its business. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we will disclose them in this footnote. California Wage and Hour Class Action Litigation On December 23, 2015, a former driver filed a class action lawsuit against the Company and its subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino (the “California Wage and Hour Class Action Litigation”). The Company removed the case from state court to the U.S. District Court for the Central District of California. The district court denied plaintiff’s initial motion for class certification of a class comprised of any employee driver who has driven in California at any time since December 23, 2011, without prejudice. The Court granted the plaintiff’s revised Motion for Class Certification, and the certified class consisted of all employee drivers who resided in California and who have driven in the State of California on behalf of U.S. Xpress, Inc. at any time since December 23, 2011. The case alleged that class members were not paid for off-the-clock work, were not provided duty free meal or rest breaks, and were not paid premium pay in their absence, were not paid the California minimum wage for all hours worked in that state, were not provided accurate and complete itemized wage statements and were not paid all accrued wages at the end of their employment, all in violation of California law. The class sought a judgment for compensatory damages and penalties, injunctive relief, attorney fees, costs and pre- and post-judgment interest. On February 10, 2023, the parties reached an agreement to settle the California Wage and Hour Class Action Litigation in the amount of $4.69 million, exclusive of employer-side taxes. We estimate the that the employer’s side FICA tax will amount to approximately $0.1 million, depending on what portion of the settlement fund is allocated to wages. On April 20, 2023, the District Court granted preliminary approval of the settlement and set a final approval hearing for September 14, 2023. Unless a party objects to the settlement, we anticipate that payment of the settlement amount (including employer-side taxes) will be due within approximately 30 days of September 14, 2023. 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”). As to the Tennessee State Court Cases, the Consolidated Amended Class Action Complaint (the “Consolidated State Court Complaint”) filed on May 10, 2019 in the Circuit Court of Hamilton County, Tennessee against the Company, 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. 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. As to the Federal Court Cases, the operative amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”), which named the same defendants as the Tennessee State Court Cases. The Amended Federal Complaint is made on behalf of a putative class. In addition to claims for alleged violations of Section 11 and 15 of the Securities Act, the Amended Federal Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Officer and its Chief Financial Officer. On June 30, 2020, the court presiding over the Federal Court Cases issued its ruling granting in part and denying in part the defendants’ Motions to Dismiss the Amended Federal Complaint. The court dismissed entirely 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. As to the New York State Case, on March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the Tennessee State Court Cases. On December 18, 2020, defendants filed a Motion to Dismiss or Stay the New York State Case both on the merits and in deference to the pending actions in Tennessee. On March 5, 2021, the court presiding over the New York State Case dismissed the case, and on January 13, 2022, the court entered a motion denying plaintiff’s motion for reconsideration. The parties reached a settlement with the Federal Court and Tennessee State Court plaintiffs. On March 27, 2023, the parties filed the stipulation of settlement with the Federal Court, and on March 28, 2023, the Federal Court entered an order preliminarily approving the settlement. The settlement is still subject to final approval with the final settlement hearing having been set for July 10, 2023 in the Federal Court. The monetary component of the settlement in principle is the payment of $13.0 million by the applicable insurance carriers. Stockholder Derivative Action On June 7, 2019, a stockholder derivative lawsuit (the “Stockholder Derivative Action”) was filed in the District Court for Clark County, Nevada against 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. Defendants intend to seek dismissal of the Stockholder Derivative Action. Other The Company had letters of credit of $32.1 million outstanding as of March 31, 2023. The letters of credit are maintained primarily to support the Company’s insurance program. The Company had cancelable commitments outstanding at March 31, 2023 to acquire revenue equipment and other equipment and terminal improvements for approximately $40.0 million during 2023. These purchase commitments are expected to be financed by operating leases, long-term debt and proceeds from sales of existing equipment. ​

Share-based Compensation

Share-based Compensation	3 Months Ended
	Mar. 31, 2023
Share-based Compensation
Share-based Compensation	8. Share-based Compensation 2018 Omnibus Incentive Plan In June 2018, the Board of Directors approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the initial public offering. The Company had reserved an aggregate of 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 for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ Units Date Fair Value Unvested at December 31, 2022 ​ 2,438,985 ​ $ 4.99 Granted ​ 1,936,102 ​ ​ 1.39 Vested ​ (628,434) ​ ​ 5.75 Forfeited ​ (110,898) ​ ​ 3.61 Unvested at March 31, 2023 3,635,755 ​ $ 2.99 ​ Service based restricted stock grants vest over periods of one The following is a summary of the Incentive Plan stock option activity for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ Units Date Fair Value Unvested at December 31, 2022 ​ 45,807 ​ $ 4.41 Vested ​ (45,807) ​ ​ 4.41 Unvested at March 31, 2023 — ​ $ — ​ The stock options vest over a period of four years and expire ten years from the date of grant. The Company recognized compensation expense of $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. The fair value of the stock options granted was estimated using the Black-Scholes method as of the grant date. ​ As of March 31, 2023, 315,898 options were exercisable with a weighted average exercise price of $12.17 and a weighted average remaining contractual life of 5.6 years. Pre-IPO Restricted Stock Units The following is a summary of the activity related to restricted stock units issued prior to the IPO for three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted ​ Units Average Unvested at December 31, 2022 306,717 ​ $ 2.15 Vested (153,323) ​ ​ 2.15 Unvested at March 31, 2023 153,394 ​ $ 2.15 ​ ​ ​ ​ ​ ​ ​ The vesting schedule for these restricted unit grants is 7 years. The Company recognized compensation expense of $0.1 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the Company had approximately $0.3 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a period of approximately 0.9 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 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 Company recognized compensation expense of $0.1 million for the three months ended March 31, 2022, associated with the plan

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2023
Income (Loss) per Share
Income (Loss) per Share	9. Earnings per Share Basic earnings per share is calculated by dividing net income (loss) attributable to controlling interest by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. The Company excluded 5,714,771 and 4,791,098 equity awards for the three months ended March 31, 2023 and 2022, respectively, as inclusion would be anti-dilutive. The basic and diluted earnings per share calculations for the three months ended March 31, 2023 and 2022, respectively, are presented below (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Numerator - Basic ​ ​ ​ ​ ​ ​ Net loss ​ $ (27,077) ​ $ (8,973) Net income (loss) attributable to noncontrolling interest ​ 43 ​ (71) Net loss attributable to common stockholder ​ $ (27,120) ​ $ (8,902) ​ ​ ​ ​ ​ ​ ​ Numerator - Dilutive ​ ​ ​ ​ ​ ​ Net loss ​ $ (27,077) ​ $ (8,973) Net income (loss) attributable to noncontrolling interest ​ 43 ​ (71) Net loss attributable to common stockholder ​ $ (27,120) ​ $ (8,902) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average of outstanding shares of common stock ​ 52,128 ​ 50,849 Dilutive effect of equity awards ​ — ​ — Dilutive effect of assumed subsidiary share conversion ​ ​ — ​ ​ — Diluted weighted average of outstanding shares of common stock ​ 52,128 ​ 50,849 ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per share ​ $ (0.52) ​ $ (0.18) Diluted earnings (loss) per share ​ $ (0.52) ​ $ (0.18) ​

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2023
Segment Information
Segment Information	10. 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. 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 asset-light freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers. The following table summarizes our segment information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Revenues ​ ​ Truckload ​ $ 441,148 ​ $ 423,260 ​ Brokerage ​ 51,578 ​ 93,928 ​ Total Operating Revenue ​ $ 492,726 ​ $ 517,188 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income (Loss) ​ ​ ​ Truckload ​ $ (30,247) ​ $ 273 ​ Brokerage ​ 393 ​ (483) ​ Total Operating Loss ​ $ (29,854) ​ $ (210) ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation & Amortization ​ ​ ​ Truckload ​ $ 26,131 ​ $ 17,820 ​ Brokerage ​ 1,178 ​ 897 ​ Total Depreciation & Amortization ​ $ 27,309 ​ $ 18,717 ​ ​ A measure of assets is not applicable, as segment assets are not regularly reviewed by the Chief Operating Decision Maker for evaluating performance or allocating resources.

Proposed Merger

Proposed Merger	3 Months Ended
	Mar. 31, 2023
Proposed Merger
Proposed Merger	11. Proposed Merger Merger Agreement On March 20, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein, that Merger Subsidiary will be merged with and into the Company, with the Company surviving as an indirect subsidiary of Knight-Swift (the “Merger”). At the effective time of the Merger and as a result of the Merger: ● Each share of Class A Common Stock, par value $0.01 , and Class B Common Stock, par value $0.01 (collectively, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $6.15 in cash, without interest (such amount per share, the “Per Share Price”), other than (i) those shares of Company Common Stock owned by the Company as treasury stock, or by Knight-Swift or Merger Subsidiary, (ii) Company Restricted Shares (described below) and (iii) any shares of Company Common Stock owned by any wholly owned subsidiary of Knight-Swift, Merger Subsidiary or of the Company (including the shares subject to the Rollover Agreement described below). ● In lieu of receipt of the Per Share Price for approximately one-third of their shares of Company Common Stock, Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller and Max Fuller Family Limited Partnership (collectively, the “Rollover Holders”) will, immediately prior to the Effective Time, contribute such shares of Company Common Stock to Liberty Holdings Topco LLC, a subsidiary of Knight-Swift (“Holdings”), in exchange for certain classes of units of Holdings, pursuant to the Rollover Agreement. ● Company RSUs. Each restricted stock unit with respect to Company Common Stock (each a “Company RSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company RSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift common stock, par value, $0.01 (the “Knight-Swift Common Stock”). Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number) (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time multiplied by (B) a fraction equal to the Per Share Price over the volume weighted average price per share of Knight-Swift Common Stock for the ten consecutive trading days ending immediately prior to the closing date of the Merger (the “Exchange Ratio”). ● Company Restricted Shares. Each outstanding award of Company Common Stock granted under a Company equity plan that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions (each a “Company Restricted Share”) that is unvested immediately prior to the Effective Time and that will not vest as a result of the consummation of transactions contemplated by the Merger Agreement will be assumed by Knight-Swift and converted into an award of restricted shares denominated in shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company Restricted Share prior to the Effective Time, except that each such award will cover the number of shares of Knight-Swift Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such award of Company Restricted Shares multiplied by (ii) the Exchange Ratio. ● Company PSUs. Each restricted stock unit with respect to Company Common Stock that is subject to outstanding performance-based vesting criteria (each a “Company PSU”) that is vested immediately prior to the Effective Time (but not yet settled) or that vests solely as a result of the Merger or the transactions contemplated by the Merger Agreement will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable taxes required to be withheld. Each Company PSU that is not vested immediately prior to the Effective Time will be assumed by Knight-Swift and converted into a corresponding restricted stock unit award with respect to shares of Knight-Swift Common Stock. Each converted award will continue to have the same terms and conditions, including with respect to vesting, acceleration and forfeiture, as applied to the corresponding Company RSU prior to the Effective Time, except that each such award will cover that number of shares of Knight-Swift Common Stock equal to the product of (rounded down to the nearest whole number): (A) the number of shares of Company Common Stock subject to the unvested portion of the corresponding award of Company RSUs at the Effective Time (with performance-based vesting conditions deemed satisfied at 100% of target level achievement) multiplied by (B) the Exchange Ratio. ● Company Options. All options to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time will be cancelled for no consideration or payment at the Effective Time. ​ The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including: ​ ● the adoption of the Merger Agreement and the Merger by a majority of the voting power of the Company Common Stock entitled to vote on the Merger Agreement and the Merger (the “Single Class Vote”); ● the adoption of the Merger Agreement and the Merger by holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Merger Agreement and the Merger (the “Class B Vote” and together with the Single Class Vote, the “Statutory Merger Stockholder Approvals”); ● the adoption of an amendment to the Company’s Third Amended and Restated Articles of Incorporation (the “Charter Amendment”) by (i) a majority of the voting power of the Company Common Stock entitled to vote on the Charter Amendment, (ii) the holders of a majority of the outstanding shares of Company Class A Common Stock (voting as a single class) entitled to vote on the Charter Amendment, and (iii) the holders of a majority of the outstanding shares of Company Class B Common Stock (voting as a single class) entitled to vote on the Charter Amendment, (collectively, the “Statutory Charter Amendment Stockholder Approvals”); ● in connection with the Single Class Vote, a majority of the outstanding shares of Company Common Stock (other than the shares owned by (i) the Rollover Holders, certain trusts and entities and family members of the Company’s Executive Chairman, Max L. Fuller, and the Company’s Chief Executive Officer, William E. Fuller, and their Affiliates (as defined in the Merger Agreement), (ii) Knight-Swift and its Affiliates, and (iii) the directors and executive officers of the Company), having been cast in favor of the Merger Agreement and the Merger, with each share of Company Common Stock counted equally for this purpose (the “Majority-of-the-Minority-Approval Condition” and, together with the Statutory Merger Stockholder Approvals and the Statutory Charter Amendment Stockholder Approvals, the “Requisite Stockholder Approval”); ● the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; ● the absence of any outstanding law, regulation, or order, enacted, entered, or enforced by any governmental entity that prevents, materially restrains, materially impairs, or makes illegal the consummation of the Charter Amendment or the Merger; ● the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the closing of the Merger (except to the extent that any such representation or warranty expressly speaks as of an earlier date); ● compliance in all material respects with the covenants and obligations contained in the Merger Agreement required to be performed and complied with at or prior to closing; and ● the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement). ​ The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger other than those conditions to be satisfied at closing. Until the closing, the Company will continue to operate as an independent company. ​ If the Merger is consummated, the Class A Common Stock of the Company will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ​ In the first quarter of 2023, the Company incurred approximately $3.0 million of Merger related costs that are recorded in general and other operating expenses within the unaudited condensed consolidated statements of comprehensive income (loss). ​ ​ ​ ​ Charter Amendment ​ In connection with the Merger Agreement, the Company will take all actions to adopt the Charter Amendment, effective immediately prior to the Effective Time to revise Section 3.2(e) thereto to exempt the transactions contemplated by the Merger Agreement (including the Merger) from the application thereof. ​ Rollover Agreement ​ In connection with the Merger Agreement, the Rollover Holders will roll over approximately one-third ​ The Rollover Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the mutual written consent of Knight-Swift and the Rollover Holders. ​ Support Agreement ​ In connection with entering into the Merger Agreement, on March 20, 2023, the Company, the members of the Special Committee of the Board of Directors comprised solely of disinterested and independent directors (the “Special Committee”) and the Rollover Holders, who collectively beneficially own approximately 58% of the voting power of the Company, have entered into an Irrevocable Proxy and Agreement (the “Support Agreement”), pursuant to which, among other things, the Rollover Holders have granted an irrevocable proxy in favor of the Special Committee (acting as a majority) to vote the shares owned by the Rollover Holders: (i) in favor of (a) the approval of the Charter Amendment, (b) the adoption of the Merger Agreement and the approval of the Merger, (c) the approval of any advisory proposal with respect to “golden parachute compensation,” (d) the approval of any proposal to adjourn or postpone any stockholder meeting relating to the Merger to a later date if the Company proposes or requests such postponement or adjournment, and (e) the approval of any other proposal to be voted upon or consented to by the Company stockholders at any stockholder meeting relating to the Merger or at other meeting of stockholders or in respect of any proposed action by written consent, the approval of which is necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, but only to the extent that such Rollover Shares are entitled to be voted on or consent to such proposal, and (ii) against (a) any proposal, action, or agreement that would reasonably be expected to result in a breach of any covenant, representation, or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (b) any proposal to amend the articles of incorporation or bylaws of the Company, other than the Charter Amendment, (c) any Acquisition Proposal, (d) any reorganization, dissolution, liquidation, winding up, or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement), and (e) any other proposal, action, or agreement that would reasonably be expected to prevent or materially impede or materially delay the approval of the Charter Amendment or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. ​ ​ ​ ​ Under the Merger Agreement, the Company has agreed to (i) cause the proxy holder to cause the shares subject to the Support Agreement to appear at and be counted as present for purposes of establishing a quorum and to vote or consent pursuant to the terms of the Support Agreement, and (ii) enforce the terms of the Support Agreement, and not amend, modify, waive, or terminate any provision of the Support Agreement without the prior written consent of Knight-Swift. ​ The Support Agreement terminates upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time. ​ Stockholders’ Agreement ​ On March 20, 2023, the Company amended (the “Second Amendment”) that certain Stockholders’ Agreement (the “Stockholders’ Agreement”) among the Company and certain members of the Fuller and Quinn families (or trusts for the benefit of any of them or entities owned by any of them), including without limitation executive officers and/or directors Max L. Fuller and William E. Fuller. The Second Amendment provides that the restrictions on Transfer (as defined in the Stockholders’ Agreement) contained in Section 2.1 of the Stockholders' Agreement will not apply to any Transfer to Knight-Swift or any subsidiary thereof. ​ ​ ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2022 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2022.
Impairment of Long Lived Assets	Impairment of Long Lived Assets The Company reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of the expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. During the three months ended March 31, 2022, we incurred a non-cash adjustment of $2.2 million due to an obsolete technology write off and recognized $2.2 million in amortization expense.

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2023
Income Taxes
Schedule of income tax provision (benefit)	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Loss before income tax benefit ​ $ (36,950) ​ $ (11,122) ​ Income tax benefit ​ (9,873) ​ (2,149) ​ Effective tax rate ​ ​ 26.7 % 19.3 % ​

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Long-Term Debt
Schedule of long-term debt instruments	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Line of credit, maturing January 2025 ​ $ 132,104 ​ $ 96,200 Revenue equipment installment notes with finance companies, weighted average interest rate of 4.5% and 4.2% at March 31, 2023 and December 31, 2022, due in monthly installments with final maturities at various dates through December 2027, secured by related revenue equipment with a net book value of $362.4 million and $363.9 million at March 31, 2023 and December 31, 2022 ​ ​ 344,899 ​ ​ 346,662 Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2023 and December 31, 2022 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of ​ 13,920 ​ 23,108 Other ​ 6,390 ​ 10,657 ​ ​ 497,313 ​ 476,627 Less: Debt issuance costs ​ (50) ​ (310) Less: Current maturities of long-term debt ​ (120,398) ​ (122,009) ​ ​ $ 376,865 ​ $ 354,308 ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases
Schedule of lease-related assets and liabilities recorded on the balance sheet	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, Leases ​ Classification ​ 2023 ​ 2022 Assets ​ ​ ​ Operating Operating lease right-of-use assets ​ $ 347,751 ​ $ 333,498 Finance Property and equipment, net ​ 6,424 ​ 6,866 Total leased assets ​ $ 354,175 ​ $ 340,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ Current ​ ​ Operating Current portion of operating lease liabilities ​ $ 103,893 ​ $ 105,078 Finance Current maturities of long-term debt and finance leases ​ 1,960 ​ 2,024 Noncurrent ​ ​ ​ ​ Operating Noncurrent operating lease liabilities ​ 243,503 ​ 230,505 Finance Long-term debt and finance leases, net of current maturities ​ 5,203 ​ 5,557 Total lease liabilities ​ $ 354,559 ​ $ 343,164 ​
Schedule of lease cost for finance and operating leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, Lease Cost Classification 2023 2022 Operating lease cost Vehicle rents and General and other operating ​ $ 33,178 ​ $ 26,365 Finance lease cost: ​ ​ ​ Amortization of finance lease assets Depreciation and amortization ​ 459 ​ 201 Interest on lease liabilities Interest expense ​ 99 ​ 115 Short-term lease cost Vehicle rents and General and other operating ​ 644 ​ 410 Total lease cost ​ $ 34,380 ​ $ 27,091 ​
Schedule of leases Cash Flow Information	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, Lease Cost Classification 2023 2022 Operating lease cost Vehicle rents and General and other operating ​ $ 33,178 ​ $ 26,365 Finance lease cost: ​ ​ ​ Amortization of finance lease assets Depreciation and amortization ​ 459 ​ 201 Interest on lease liabilities Interest expense ​ 99 ​ 115 Short-term lease cost Vehicle rents and General and other operating ​ 644 ​ 410 Total lease cost ​ $ 34,380 ​ $ 27,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, Cash Flow Information 2023 2022 Cash paid for operating leases included in operating activities ​ $ 32,876 ​ $ 26,365 Cash paid for finance leases included in operating activities ​ $ 100 ​ $ 115 Cash paid for finance leases included in financing activities ​ $ 457 ​ $ 370 ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets obtained in exchange for lease obligations ​ $ 40,983 ​ $ 14,223 ​ ​ ​ ​ ​ ​ ​ ​
Schedule of lease term and discount rate	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Weighted ‑ Average ​ Weighted- ​ ​ Remaining Lease ​ Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.7 ​ 4.8 % Finance leases 7.4 ​ 5.2 % ​ ​ March 31, 2022 ​ ​ Weighted ‑ Average ​ Weighted- ​ ​ Remaining Lease ​ Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.7 3.8 % Finance leases 8.0 4.6 % ​
Schedule of future maturities of finance and operating lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Finance Operating 2023 ​ $ 2,264 ​ $ 91,318 2024 ​ 1,037 ​ 95,503 2025 ​ 699 ​ 75,472 2026 ​ 588 ​ 53,681 2027 ​ 604 ​ 20,464 Thereafter ​ 3,283 ​ 56,235 ​ ​ 8,475 ​ 392,673 Less: Amount representing interest ​ (1,312) ​ (45,277) Total ​ $ 7,163 ​ $ 347,396 ​

Share-based Compensation (Table

Share-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-based Compensation
Schedule of Nonvested Restricted Stock Shares Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ Units Date Fair Value Unvested at December 31, 2022 ​ 2,438,985 ​ $ 4.99 Granted ​ 1,936,102 ​ ​ 1.39 Vested ​ (628,434) ​ ​ 5.75 Forfeited ​ (110,898) ​ ​ 3.61 Unvested at March 31, 2023 3,635,755 ​ $ 2.99 ​
Schedule of Share-based Payment Arrangement, Option, Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Grant ​ Units Date Fair Value Unvested at December 31, 2022 ​ 45,807 ​ $ 4.41 Vested ​ (45,807) ​ ​ 4.41 Unvested at March 31, 2023 — ​ $ — ​
Share-based Payment Arrangement, Restricted Stock Unit, Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted ​ Units Average Unvested at December 31, 2022 306,717 ​ $ 2.15 Vested (153,323) ​ ​ 2.15 Unvested at March 31, 2023 153,394 ​ $ 2.15 ​ ​ ​ ​ ​ ​ ​

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Income (Loss) per Share
Schedule of basic and diluted earnings per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Numerator - Basic ​ ​ ​ ​ ​ ​ Net loss ​ $ (27,077) ​ $ (8,973) Net income (loss) attributable to noncontrolling interest ​ 43 ​ (71) Net loss attributable to common stockholder ​ $ (27,120) ​ $ (8,902) ​ ​ ​ ​ ​ ​ ​ Numerator - Dilutive ​ ​ ​ ​ ​ ​ Net loss ​ $ (27,077) ​ $ (8,973) Net income (loss) attributable to noncontrolling interest ​ 43 ​ (71) Net loss attributable to common stockholder ​ $ (27,120) ​ $ (8,902) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic weighted average of outstanding shares of common stock ​ 52,128 ​ 50,849 Dilutive effect of equity awards ​ — ​ — Dilutive effect of assumed subsidiary share conversion ​ ​ — ​ ​ — Diluted weighted average of outstanding shares of common stock ​ 52,128 ​ 50,849 ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per share ​ $ (0.52) ​ $ (0.18) Diluted earnings (loss) per share ​ $ (0.52) ​ $ (0.18)

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Information
Summary of our segment information	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Revenues ​ ​ Truckload ​ $ 441,148 ​ $ 423,260 ​ Brokerage ​ 51,578 ​ 93,928 ​ Total Operating Revenue ​ $ 492,726 ​ $ 517,188 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income (Loss) ​ ​ ​ Truckload ​ $ (30,247) ​ $ 273 ​ Brokerage ​ 393 ​ (483) ​ Total Operating Loss ​ $ (29,854) ​ $ (210) ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation & Amortization ​ ​ ​ Truckload ​ $ 26,131 ​ $ 17,820 ​ Brokerage ​ 1,178 ​ 897 ​ Total Depreciation & Amortization ​ $ 27,309 ​ $ 18,717 ​ ​

Organization and Operations (De

Organization and Operations (Details)	3 Months Ended
	Mar. 31, 2023 segment $ / shares shares	Dec. 31, 2022 $ / shares shares
Organization and Operations
Number of reportable segments | segment	2
Preferred stock, shares authorized (in shares)	9,333,333
Common stock Class A
Organization and Operations
Common stock, shares authorized (in shares)	140,000,000	140,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Common Stock Class B
Organization and Operations
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Intangibles, debt, revenue (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Summary of Significant Accounting Policies
Non-cash adjustment	$ 2.2
Depreciation and amortization expense
Summary of Significant Accounting Policies
Non-cash adjustment	$ 2.2

Income Taxes - Components of Ea

Income Taxes - Components of Earnings (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Taxes
Loss before income tax benefit	$ (36,950)	$ (11,122)
Income tax benefit	$ (9,873)	$ (2,149)
Effective tax rate	26.70%	19.30%
Statutory income tax rate, as a percent	21%	21%

Investments (Details)

Investments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Apr. 15, 2021	Mar. 31, 2021
Equity and Other Investments:
Investment in equity securities	$ 500			$ 5,000
Number of shares held				353,604
Unrealized loss (gain) on investment	$ (60)	$ (8,363)
TuSimple
Equity and Other Investments:
Share price			$ 40

Long-Term Debt - Components (De

Long-Term Debt - Components (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Long-term debt:
Long-term debt, gross	$ 497,313	$ 476,627
Less: Debt issuance costs	(50)	(310)
Less: Current maturities of long-term debt	(120,398)	(122,009)
Long-term debt, excluding current maturities	376,865	354,308
Revolving Credit Facility
Long-term debt:
Long-term debt, gross	132,104	96,200
Revenue equipment installment notes
Long-term debt:
Long-term debt, gross	$ 344,899	$ 346,662
Weighted average interest rate	4.50%	4.20%
Collateral	$ 362,400	$ 363,900
Mortgage note payables
Long-term debt:
Long-term debt, gross	13,920	23,108
Collateral	$ 28,600	$ 32,100
Mortgage note payables | Minimum
Long-term debt:
Interest rate	4.17%	4.17%
Mortgage note payables | Maximum
Long-term debt:
Interest rate	6.99%	6.99%
Other Debt
Long-term debt:
Long-term debt, gross	$ 6,390	$ 10,657

Long-Term Debt - Credit Facilit

Long-Term Debt - Credit Facilities (Details) $ in Millions		3 Months Ended
	Jan. 28, 2020 USD ($)	Mar. 31, 2023 USD ($)
Credit Facilities
Letters of credit outstanding		$ 32.1
Borrowing base limit	$ 250
Limitation on billed accounts receivable, as a percent	87.50%
Limitation on unbilled accounts receivable, as a percent	85%
Limitation on net book value of equipment, as a percent	85%
Limitation on fair market value of real estate, as a percent	80%
Limitation alternative to real estate	$ 25
Covenant testing trigger, as a percent	10%
Covenant testing trigger, amount	$ 20
Fixed charge coverage ratio required		0
Minimum
Credit Facilities
Fixed charge coverage ratio, as a percent	1%
Maximum
Credit Facilities
Fixed charge coverage ratio, as a percent	1%
Base rate loans | Federal Funds Rate
Credit Facilities
Basis spread on variable rate, as a percent	0.50%
Eurodollar rate loans | Minimum
Credit Facilities
Basis spread on variable rate, as a percent	1.25%
Eurodollar rate loans | Maximum
Credit Facilities
Basis spread on variable rate, as a percent	1.75%
Credit Facility
Credit Facilities
Debt Instrument, Term		5 years
Letters of credit outstanding		$ 32.1
Amount available to borrow		51.8
Amount outstanding		$ 132.1
Revolving Credit Facility
Credit Facilities
Borrowing capacity	$ 250
Commitment fee, as a percent	0.25%
Borrowing base limit	$ 250
Revolving Credit Facility | Maximum
Credit Facilities
Borrowing capacity	$ 75
Revolving Credit Facility | One Month Secured Overnight Financing Rate (SOFR)
Credit Facilities
Basis spread on variable rate, as a percent	0.10%
Revolving Credit Facility | Three Month Secured Overnight Financing Rate (SOFR)
Credit Facilities
Basis spread on variable rate, as a percent	0.15%
Revolving Credit Facility | Six Month Secured Overnight Financing Rate (SOFR)
Credit Facilities
Basis spread on variable rate, as a percent	0.25%
Letter of Credit
Credit Facilities
Borrowing capacity	$ 75
Swingline Facility
Credit Facilities
Borrowing capacity	$ 25

Leases - Assets and Liabilities

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases:
Operating leased asset	$ 347,751	$ 333,498
Finance leased asset	$ 6,424	$ 6,866
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, at cost	Property and equipment, at cost
Total leased assets	$ 354,175	$ 340,364
Operating lease liabilities, current	103,893	105,078
Finance lease liabilities, current	$ 1,960	$ 2,024
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Lease Obligation, Current	Long-term Debt and Lease Obligation, Current
Operating lease liabilities, noncurrent	$ 243,503	$ 230,505
Finance lease liabilities, noncurrent	$ 5,203	$ 5,557
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term Debt Gross And Finance Leases Noncurrent	Long-term Debt Gross And Finance Leases Noncurrent
Total lease liabilities	$ 354,559	$ 343,164
Minimum
Leases:
Finance lease terms	1 year
Operating lease term	1 year
Maximum
Leases:
Finance lease terms	16 years
Operating lease term	16 years

Leases - Cost (Details)

Leases - Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases:
Total lease cost	$ 34,380	$ 27,091
Vehicle rents and General and other operating
Leases:
Operating lease cost	33,178	26,365
Short-term lease cost	644	410
Depreciation and amortization
Leases:
Amortization of finance lease assets	459	201
Interest expense
Leases:
Interest on lease liabilities	$ 99	$ 115

Leases - Cash Flow Information

Leases - Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Cash paid for operating leases included in operating activities	$ 32,876	$ 26,365
Cash paid for finance leases included in operating activities	100	115
Cash paid for finance leases included in financing activities	457	370
Operating lease right-of-use assets obtained in exchange for lease obligations	40,983	14,223
Noncash lease expense	$ 33,200	$ 26,800

Leases - Lease Term and Discoun

Leases - Lease Term and Discount Rate (Details)	Mar. 31, 2023	Mar. 31, 2022
Leases
Weighted-Average Remaining Lease Term (years), Operating leases	4 years 8 months 12 days	4 years 8 months 12 days
Weighted-Average Discount Rate, Operating leases (as a percent)	4.80%	3.80%
Weighted-Average Remaining Lease Term (years), Finance leases	7 years 4 months 24 days	8 years
Weighted-Average Discount Rate, Finance leases (as a percent)	5.20%	4.60%

Leases - Futures maturities of

Leases - Futures maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Finance
2023	$ 2,264
2024	1,037
2025	699
2026	588
2027	604
Thereafter	3,283
Finance Lease, Liability, Payment, Due, Total	8,475
Less: Amount representing interest	(1,312)
Total	$ 7,163
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Noncurrent operating lease liabilities
Operating
2023	$ 91,318
2024	95,503
2025	75,472
2026	53,681
2027	20,464
Thereafter	56,235
Lessee, Operating Lease, Liability, Payments, Due, Total	392,673
Less: Amount representing interest	(45,277)
Total	347,396
Operating lease income	$ 4,300	$ 4,600
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)

Leases - Sale leaseback (Detail

Leases - Sale leaseback (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating lease income	$ 4.3	$ 4.6
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) item	Feb. 10, 2023 USD ($)
Commitments and Contingencies:
Monetary component of settlement, payment by insurance carriers | $	$ 13,000
Letters of credit outstanding | $	$ 32,100
California Wage And Hour Class Action Litigation
Commitments and Contingencies:
Amount agreed to settle the case, exclusive of employer-side taxes | $		$ 4,690
Estimated employer's side FICA tax | $		$ 100
Stockholder Claims
Commitments and Contingencies:
Number of proposed classes filing claims	8
Tennessee State Court Cases
Commitments and Contingencies:
Number of claims	5
Number of officers	5
Number of underwriters	7
Number of remaining claims	1
Federal Court Cases
Commitments and Contingencies:
Number of claims	2
Number of remaining claims	2
New York State Court Case
Commitments and Contingencies:
Number of claims	1
Stockholder Derivative Action Filed In Nevada
Commitments and Contingencies:
Number of officers	5
Number of board members	5
Revenue and other equipment, terminal improvements
Commitments and Contingencies:
2023 | $	$ 40,000

Share-based Compensation - Omni

Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan - $ / shares	3 Months Ended
	Mar. 31, 2023	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
Unvested, beginning balance (in shares)	2,438,985
Granted, number of shares (in shares)	1,936,102
Vested, number of shares (in shares)	(628,434)
Forfeited, number of shares (in shares)	(110,898)
Unvested, ending balance (in shares)	3,635,755
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Unvested, weighted average, beginning (in dollars per share)	$ 4.99
Granted, weighted average grant date fair value (in dollars per share)	1.39
Vested, weighted average grant date fair value (in dollars per share)	5.75
Forfeited, weighted average grant date fair value (in dollars per share)	3.61
Unvested, weighted average, ending (in dollars per share)	$ 2.99

Share-based Compensation - Om_2

Share-based Compensation - Omnibus Plan Other Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	578,598
Share-based compensation recognized cost	$ 0.1	$ 0.1
Service-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested, ending balance (in shares)	3,057,157
Share-based compensation recognized cost	$ 0.8	$ 1.1
Unrecognized amount	$ 8.7
Unrecognized cost, period for recognition	2 years 9 months 18 days
Service-Based Awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Service-Based Awards | Maximum
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)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares
Unvested, beginning balance (in shares) | shares	45,807
Vested (in shares) | shares	(45,807)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value
Unvested, weighted average grant date fair value at beginning of period (in dollars per share) | $ / shares	$ 4.41
Vested, weighted average grant date fair value (in dollars per share) | $ / shares	$ 4.41

Share-based Compensation - Opti

Share-based Compensation - Options Information and Valuation (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Expiration period	10 years
Share-based compensation recognized cost	$ 0.1	$ 0.1
Number of stock options exercisable	315,898
Weighted average exercise price of stock options that are exercisable	$ 12.17
Remaining contractual life of exercisable stock options	5 years 7 months 6 days

Share-based Compensation - Rest

Share-based Compensation - Restricted Stock Units (Details) - Pre-IPO Restricted Stock Plan - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Unvested, beginning balance (in shares)	306,717
Vested, number of shares (in shares)	(153,323)
Unvested, ending balance (in shares)	153,394
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Unvested, weighted average, beginning (in dollars per share)	$ 2.15
Vested, weighted average grant date fair value (in dollars per share)	2.15
Unvested, weighted average, ending (in dollars per share)	$ 2.15
Share-based compensation recognized cost	$ 0.1	$ 0.1
Unrecognized amount	$ 0.3
Unrecognized cost, period for recognition	10 months 24 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Vesting period	7 years

Share-based Compensation - ESPP

Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2018
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of shares authorized			2.3
Purchase election as percentage of compensation	15%
Purchase price as percentage of fair value	85%
Share-based compensation recognized cost		$ 0.1

Earnings per Share (Details)

Earnings per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income (Loss) per Share
Antidilutive securities excluded from computation of earnings per share	5,714,771	4,791,098

Earnings per Share - Basic and

Earnings per Share - Basic and Diluted Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator - Basic
Net income (loss)	$ (27,077)	$ (8,973)
Net income attributable to noncontrolling interest	43	(71)
Net total and comprehensive loss attributable to controlling interest	(27,120)	(8,902)
Numerator - Dilutive
Net income (loss)	(27,077)	(8,973)
Net income (loss) attributable to noncontrolling interest	43	(71)
Net income (loss) attributable to common stockholder	$ (27,120)	$ (8,902)
Weighted average of outstanding shares of common stock
Basic weighted average of outstanding shares of common stock (in shares)	52,128	50,849
Diluted weighted average of outstanding shares of common stock (in shares)	52,128	50,849
Basic earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)
Diluted earnings (loss) per share (in dollars per share)	$ (0.52)	$ (0.18)

Segment Information (Details)

Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Operating revenue
Total operating revenue	$ 492,726	$ 517,188
Operating Income (Loss)
Total Operating Loss	(29,854)	(210)
Depreciation & Amortization
Total Depreciation & Amortization	27,309	18,717
Truckload Segment
Operating revenue
Total operating revenue	441,148	423,260
Operating Income (Loss)
Total Operating Loss	(30,247)	273
Depreciation & Amortization
Total Depreciation & Amortization	26,131	17,820
Brokerage Segment
Operating revenue
Total operating revenue	51,578	93,928
Operating Income (Loss)
Total Operating Loss	393	(483)
Depreciation & Amortization
Total Depreciation & Amortization	$ 1,178	$ 897

Proposed Merger (Details)

Proposed Merger (Details) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 20, 2023 USD ($) item D $ / shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 $ / shares
Common Stock Class A
Proposed Merger
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Common stock Class A
Proposed Merger
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Merger Subsidiary | Knight-Swift
Proposed Merger
Common stock, par value (in dollars per share)	$ 0.01
Share price	$ 6.15
Percent of rollover shares	33.33%
Threshold consecutive trading days | D	10
Number of classes of units | item	2
Percent of equity position	10%
Purchase provision period	5 years
Number of classes subject to put and call rights | item	1
Threshold minimum adjusted operating income for exercise of put rights | $	$ 175
Call rights exercisable period	15 months
Call rights exercise price | $	$ 140
Repurchase price of membership interests | $	40
Adjusted operating income required for repurchase of second class membership interests | $	$ 250
Percent of beneficial ownership	58%
Merger Subsidiary | Knight-Swift | General and other operating expenses
Proposed Merger
Merger related costs | $		$ 3
Merger Subsidiary | Knight-Swift | PSU
Proposed Merger
Percent of target achievement	100%
Merger Subsidiary | Knight-Swift | Common Stock Class A
Proposed Merger
Common stock, par value (in dollars per share)	$ 0.01
Merger Subsidiary | Knight-Swift | Common stock Class A
Proposed Merger
Common stock, par value (in dollars per share)	$ 0.01