Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2024

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


		September 30, 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	$	122,781	$	122,781	$	102,252	$	102,252



Financial Liabilities:
2021 Term Loan A-2, due September 2026 1	Finance lease liabilities and long-term debt – current portion	349,021		350,000		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	789,323		790,000		799,058		800,000
2023 Term Loan, due September 2026 2	Long-term debt – less current portion	249,378		250,000		249,135		250,000
2021 Revolver, due September 2026	Revolving line of credit	227,000		227,000		67,000		67,000
Revenue equipment installment notes 3	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	219,510		219,510		279,339		279,339
2021 Prudential Notes 4	Finance lease liabilities and long-term debt – current portion, Long-term debt – less current portion	16,787		16,800		25,078		25,100

2023 RSA, due October 2025 5	Accounts receivable securitization -less current portion	458,911		459,200		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	40,000		40,000		40,859		40,859

1As of September 30, 2024, the carrying amounts of the 2021 Term Loan A-2 and 2021 Term Loan A-3 were net of $1.0 million and $0.7 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 September 30, 2024, the carrying amount of the 2023 Term Loan was net of $0.6 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 September 30, 2024, the carrying amount of the revenue equipment installment notes included $0.8 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 September 30, 2024, the carrying amount of the 2021 Prudential Notes was net of approximately $13,000 in deferred loan costs and included $0.7 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 $0.3 million and $0.5 million in deferred loan costs as of September 30, 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 September 30, 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 September 30, 2024
Mandatorily redeemable contingent consideration 1 2	$	134,107	$	—	$	—	$	134,107	$	—
Contingent consideration 1	$	40,000	$	—	$	—	$	40,000	$	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 recognized a gain of $0.9 million during the quarter and year-to-date periods ended September 30, 2024. The Company recognized a gain of $0.9 million during the quarter ended September 30, 2023 and a gain of $3.4 million during the year-to-date period ended September 30, 2023.

2As of September 30, 2024, the call option has expired and the mandatorily redeemable contingent consideration is now in the put option period.

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 September 30, 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 September 30, 2024
Buildings 1	$	—	$	—	$	—	$	—	$	(288)
Operating lease right-of-use assets 2	$	—	$	—	$	—	$	—	$	(5,300)
Equipment 3	$	—	$	—	$	—	$	—	$	(5,279)

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

Equipment 3	$	—	$	—	$	—	$	—	$	(469)
Software 4	$	—	$	—	$	—	$	—	$	(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 related to the market value of a facility lease (within the Truckload Segment).

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

4 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 September 30, 2024


Fixed income funds	34,528		34,528		—		—
Cash and cash equivalents	1,379		1,379		—		—
Total pension plan assets	$	35,907	$	35,907	$	—	$	—

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	$	—	$	—