v3.25.1
Fair Value Measurement (Tables)
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value by Balance Sheet Grouping
The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:
 March 31, 2025December 31, 2024
Condensed Consolidated Balance Sheets CaptionCarrying
Value		Estimated
Fair Value		Carrying
Value		Estimated
Fair Value
(In thousands)
Financial Assets:
Equity method investments 1
Other long-term assets$110,471 $110,471 $104,640 $104,640 
Financial Liabilities:
2021 Term Loan A-2, due September 2026 1 2
Finance lease liabilities and long-term debt – less current portion$349,277 $350,000 $349,149 $350,000 
2021 Term Loan A-3, due September 2026 1 2
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		769,500 770,000 779,411 780,000 
2023 Term Loan, due September 2026 1 3
Long-term debt – less current portion249,540 250,000 249,459 250,000 
2021 Revolver, due September 2026Revolving line of credit280,000 280,000 232,000 232,000 
Revenue equipment installment notes 4
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		169,514 169,514 192,255 192,255 
2021 Prudential Notes 1 5
Finance lease liabilities and long-term debt
– current portion,
Long-term debt – less current portion		8,674 8,674 16,611 16,621 
2023 RSA, due October 2025 1 6
Accounts receivable securitization – current portion434,056 434,200 458,983 459,200 
Mandatorily redeemable contingent consideration 7
Accrued liabilities132,287 132,287 132,287 132,287 
Contingent consideration 7
Accrued liabilities, Other long-term liabilities5,203 5,203 5,203 5,203 
1Level 2 inputs used to estimate the fair value.
2As of March 31, 2025, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.7 million and $0.5 million in deferred loan costs, respectively. As of December 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.9 million and $0.6 million in deferred loan costs, respectively.
3As of March 31, 2025, the carrying amount of the 2023 Term Loan was net of $0.5 million in deferred loan costs. As of December 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.5 million in deferred loan costs.
4As of March 31, 2025, the carrying amount of the revenue equipment installment notes included $0.5 million in fair value adjustments. As of December 31, 2024, the carrying amount of the revenue equipment installment notes included $0.6 million in fair value adjustments.
5As of March 31, 2025, the carrying amount of the 2021 Prudential Notes included $0.5 million in fair value adjustments. As of December 31, 2024, the carrying amount of the 2021 Prudential Notes was net of $10,000 in deferred loan costs and included $0.6 million in fair value adjustments.
6The carrying amount of the 2023 RSA was net of $0.1 million and $0.2 million in deferred loan costs as of March 31, 2025 and December 31, 2024, respectively.
7The contingent consideration is primarily related to the U.S. Xpress Acquisition.
Recurring Fair Value Measurements (Liabilities) The following table depicts the level in the fair value hierarchy of the inputs used to estimate the fair value of liabilities measured on a recurring basis as of March 31, 2025 and December 31, 2024:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Gain (Loss)
(In thousands)
As of March 31, 2025
Mandatorily redeemable contingent consideration 1
$132,287 $— $— $132,287 $— 
Contingent consideration 1
$5,203 $— $— $5,203 $— 
As of December 31, 2024
Mandatorily redeemable contingent consideration 1 2
$132,287 $— $— $132,287 $1,820 
Contingent consideration 1
5,203 — — 5,203 35,656 
1The Company measures contingent consideration liabilities at fair value each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are forecasted operating income and net income over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations.
The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:
20252024
Beginning balance$137,490 $174,966 
Change in fair value of contingent consideration (a)
— (36,617)
Settlement of contingent consideration (b)
— (859)
Ending balance$137,490 $137,490 
(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on June 30, 2025. As of December 31, 2024, the Company used volatility rates of 38.0% and 41.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. As of December 31, 2024 the Company used a discount rate of 5.7%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.
Based on the Company’s ongoing assessment of the fair value of the contingent consideration the Company recorded a net decrease in the estimated fair value of such liabilities of $36.6 million during 2024 which was recognized as a gain and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.
(b)The Company did not recognize any gains in the quarters ended March 31, 2025 and 2024.
2As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.
Contingent consideration roll-forward
The following is a rollforward for the summary of changes in the fair value of the Company's contingent consideration liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions:
20252024
Beginning balance$137,490 $174,966 
Change in fair value of contingent consideration (a)
— (36,617)
Settlement of contingent consideration (b)
— (859)
Ending balance$137,490 $137,490 
(a)The fair values of the mandatorily redeemable contingent consideration and other contingent consideration related to the U.S. Xpress Acquisition are based on Monte Carlo simulations that measure the present value of the expected future payments to be made in accordance with the provisions outlined in the purchase agreement, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the future performance using financial projections developed by management about operating income and net income and the volatility associated with operating income and net income. The Company completes this valuation every six months with the next valuation being completed on June 30, 2025. As of December 31, 2024, the Company used volatility rates of 38.0% and 41.0% for operating income and net income, respectively. The Company estimates future payments using the earnout formula and performance targets specified in the purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of U.S. Xpress to achieve the targets. As of December 31, 2024 the Company used a discount rate of 5.7%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration.
Based on the Company’s ongoing assessment of the fair value of the contingent consideration the Company recorded a net decrease in the estimated fair value of such liabilities of $36.6 million during 2024 which was recognized as a gain and is recorded in "Other income (expense), net" in the Company's consolidated statement of comprehensive income.
(b)The Company did not recognize any gains in the quarters ended March 31, 2025 and 2024.
Nonrecurring Fair Value Measurements (Assets) The following table depicts the level in the fair value hierarchy of the inputs used to estimate fair value of assets measured on a nonrecurring basis as of March 31, 2025 and December 31, 2024:
 Fair Value Measurements at Reporting Date Using
Estimated Fair ValueLevel 1 InputsLevel 2 InputsLevel 3 InputsTotal Loss
(In thousands)
As of March 31, 2025
Operating lease right-of-use assets 1
$— $— $— $— $(28)
As of December 31, 2024
Buildings 2
$— $— $— $— $(288)
Operating lease right-of-use assets 3
$— $— $— $— $(5,974)
Equipment 4
$— $— $— $— $(12,750)
1Reflects non-cash impairments related to certain real property leases (within the Truckload segment).
2Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).
3Reflects the non-cash impairment related to the market value of a facility lease (within the Truckload segment).
4Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).
Recurring Fair Value Measurements (Assets) The following table sets forth by level the fair value hierarchy of ACT's pension plan financial assets accounted for at fair value on a recurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ACT's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels.
Fair Value Measurements at Reporting Date Using:
Estimated
Fair Value		Level 1 InputsLevel 2 InputsLevel 3 Inputs
(In thousands)
As of March 31, 2025
Fixed income funds$33,379 $33,379 $— $— 
Cash and cash equivalents1,218 1,218 — — 
Total pension plan assets$34,597 $34,597 $— $— 
As of December 31, 2024
Fixed income funds$33,399 $33,399 $— $— 
Cash and cash equivalents389 389 — — 
Total pension plan assets$33,788 $33,788 $— $—