v3.25.1
Fair Value Measures and Disclosures - Unobservable inputs reconciliation (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2025
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2024
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value $ 137,490   $ 137,490
Beginning balance 137,490 $ 174,966 174,966
Change in fair value of contingent consideration (a) 0   (36,617)
Settlement of contingent consideration (b) 0 (859)  
Ending balance $ 137,490   137,490
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Other income (expense), net    
Mark-to-market adjustment for contingent consideration     36,600
Fair Value, Recurring [Member]      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Contingent Consideration Gain (Loss) [1] $ 0   $ (35,656)
Business Combination Contingent | Fair Value, Recurring [Member]      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Contingent Consideration Gain (Loss) $ 0 $ 0  
Measurement Input Volatility Operating Income      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Business Combination, Contingent Consideration, Liability, Measurement Input     0.380
Measurement Input Volatility Net Income      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Business Combination, Contingent Consideration, Liability, Measurement Input     0.410
Measurement Input, Discount Rate      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Business Combination, Contingent Consideration, Liability, Measurement Input     0.057
[1] 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.