Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2024

The following table presents the carrying amounts and estimated fair values of the Company's major categories of financial assets and liabilities:


		March 31, 2024				December 31, 2023
	Condensed Consolidated Balance Sheets Caption	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
		(In thousands)
Financial Assets:

Equity method investments	Other long-term assets	$	110,973	$	110,973	$	102,252	$	102,252



Financial Liabilities:
2021 Term Loan A-2, due September 2024 1	Finance lease liabilities and long-term debt – current portion	199,939		200,000		199,902		200,000
2021 Term Loan A-3, due September 2026 1	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	799,147		800,000		799,058		800,000
2023 Term Loan, due September 2026 2	Long-term debt – less current portion	249,216		250,000		249,135		250,000
2021 Revolver, due September 2026	Revolving line of credit	202,000		202,000		67,000		67,000
Revenue equipment installment notes 3	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	269,303		269,303		279,339		279,339
2021 Prudential Notes 4	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	17,035		17,054		25,078		25,100

2023 RSA, due October 2025 5	Accounts receivable securitization -less current portion	453,567		454,000		526,508		527,000
Mandatorily redeemable contingent consideration 6	Accrued liabilities	134,107		134,107		134,107		134,107
Contingent consideration 6	Accrued liabilities, Other long-term liabilities	40,859		40,859		40,859		40,859

1As of March 31, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively. As of December 31, 2023, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $0.1 million and $0.9 million in deferred loan costs, respectively.

2As of March 31, 2024, the carrying amount of the 2023 Term Loan was net of $0.8 million in deferred loan costs. As of December 31, 2023, the carrying amount of the 2023 Term Loan was net of $0.9 million in deferred loan costs.

3As of March 31, 2024, the carrying amount of the revenue equipment installment notes included $1.1 million in fair value adjustments. As of December 31, 2023, the carrying amount of the revenue equipment installment notes included $1.3 million in fair value adjustments.

4As of March 31, 2024, the carrying amount of the 2021 Prudential Notes was net of approximately $19,000 in deferred loan costs and included $1.0 million in fair value adjustments. As of December 31, 2023, the carrying amount of the 2021 Prudential Notes was net of $22,000 in deferred loan costs and included $1.1 million in fair value adjustments.

5The carrying amount of the 2023 RSA was net of $0.4 million and $0.5 million in deferred loan costs as of March 31, 2024 and December 31, 2023, respectively.

6The 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, 2024 and December 31, 2023:


			Fair Value Measurements at Reporting Date Using
	Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Gain (Loss)
	(In thousands)
As of March 31, 2024
Mandatorily redeemable contingent consideration 1	$	134,107	$	—	$	—	$	134,107	$	—
Contingent consideration 1	$	40,859	$	—	$	—	$	40,859	$	—
As of December 31, 2023
Mandatorily redeemable contingent consideration 1	$	134,107	$	—	$	—	$	134,107	$	—
Contingent consideration 1	$	40,859	$	—	$	—	$	40,859	$	3,359

1Contingent consideration is associated with the U.S. Xpress Acquisition and certain other investments. The Company did not recognize any gains (losses) in the quarters ended March 31, 2024 and 2023 related to the revaluation of these liabilities.

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, 2024 and December 31, 2023:


			Fair Value Measurements at Reporting Date Using
	Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Loss
	(In thousands)
As of March 31, 2024
Buildings 1	$	—	$	—	$	—	$	—	$	(288)
Equipment 2	$	—	$	—	$	—	$	—	$	(3,694)

As of December 31, 2023
Buildings 1	$	—	$	—	$	—	$	—	$	(187)

Equipment 2	$	—	$	—	$	—	$	—	$	(469)
Software 3	$	—	$	—	$	—	$	—	$	(1,580)

1 Reflects the non-cash impairment of building improvements (within the Truckload segment and the All Other Segments).

2 Reflects the non-cash impairment of certain revenue equipment held for sale (within the Truckload segment and the All Other Segments).

3 Reflects the non-cash impairment of software (within 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 Inputs		Level 2 Inputs		Level 3 Inputs
	(In thousands)
As of March 31, 2024


Fixed income funds	33,341		33,341		—		—
Cash and cash equivalents	1,071		1,071		—		—
Total pension plan assets	$	34,412	$	34,412	$	—	$	—

As of December 31, 2023


Fixed income funds	34,536		34,536		—		—
Cash and cash equivalents	887		887		—		—
Total pension plan assets	$	35,423	$	35,423	$	—	$	—