v3.25.1
Fair Value Measurement - Recurring and Nonrecurring Measurements (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [1] $ 5,203   $ 5,203
Unobservable Measurement Input, Uncertainty, Description The 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.    
Asset Impairment Charges $ (28) $ (3,982)  
Gain (Loss) on Disposition of Property Plant Equipment 15,542 6,651  
Equipment [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gain (Loss) on Disposition of Property Plant Equipment 15,500 $ 6,700  
U.S. Xpress | Class A      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [1] 132,287   132,287
Fair Value, Recurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assets, Fair Value Disclosure 0   0
Business Combination, Contingent Consideration, Liability [2] 5,203   5,203
Contingent Consideration Gain (Loss) [2] 0   35,656
Total pension plan assets 34,597   33,788
Fair Value, Recurring [Member] | U.S. Xpress | Class A      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 132,287   132,287 [3]
Contingent Consideration Gain (Loss) [2] 0   (1,820) [3]
Fair Value, Recurring [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 33,379   33,399
Fair Value, Recurring [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 1,218   389
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 0   0
Total pension plan assets 34,597   33,788
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Xpress | Class A      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 0   0 [3]
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 33,379   33,399
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 1,218   389
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 0   0
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Xpress | Class A      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 0   0 [3]
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 5,203   5,203
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Xpress | Class A      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Business Combination, Contingent Consideration, Liability [2] 132,287   132,287 [3]
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fixed income funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Cash and cash equivalents      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total pension plan assets 0   0
Fair Value, Nonrecurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial and Nonfinancial Liabilities, Fair Value Disclosure 0   0
Fair Value, Nonrecurring [Member] | Leasehold Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Finite-Lived Intangible Assets, Fair Value Disclosure 0 [4]   0 [5]
Impairment of Leasehold (28) [4]   (5,974) [5]
Fair Value, Nonrecurring [Member] | Building and Building Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [6]     0
Asset Impairment Charges [6]     (288)
Fair Value, Nonrecurring [Member] | Equipment [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [7]     0
Asset Impairment Charges [7]     (12,750)
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Leasehold Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Finite-Lived Intangible Assets, Fair Value Disclosure 0 [4]   0 [5]
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Building and Building Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [6]     0
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | Equipment [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [7]     0
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Leasehold Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Finite-Lived Intangible Assets, Fair Value Disclosure 0 [4]   0 [5]
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Building and Building Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [6]     0
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | Equipment [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [7]     0
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Leasehold Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Finite-Lived Intangible Assets, Fair Value Disclosure $ 0 [4]   0 [5]
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Building and Building Improvements      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [6]     0
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | Equipment [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, Plant, and Equipment, Fair Value Disclosure [7]     $ 0
[1] The contingent consideration is primarily related to the U.S. Xpress Acquisition.
[2] The 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.
[3] As of December 31, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.
[4] Reflects non-cash impairments related to certain real property leases (within the Truckload segment).
[5] Reflects the non-cash impairment related to the market value of a facility lease (within the Truckload segment).
[6] Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).
[7] Reflects the non-cash impairment of certain revenue equipment held for sale and other equipment (within the Truckload segment and the All Other Segments).