FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Schedule components of cash and cash equivalents, short term investments, and restricted funds


		September 30			December 31
		2024			2023

		(in thousands)
Cash and cash equivalents
Cash deposits⁽¹⁾		$	118,367		$	168,472
Money market funds⁽²⁾			32,094			93,754
Total cash and cash equivalents		$	150,461		$	262,226

Short-term investments
Certificates of deposit⁽¹⁾		$	40,639		$	67,842

(1)	Recorded at cost plus accrued interest, which approximates fair value.

(2)	Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note).

Schedule of fair value and carrying value disclosures of financial instruments


		September 30						December 31
		2024						2023

		(in thousands)
			Carrying			Fair			Carrying			Fair
			Value			Value			Value			Value
Credit Facility⁽¹⁾		$	—		$	—		$	50,000		$	50,000
Notes payable⁽²⁾			180,511			181,503			178,938			177,149
New England Pension Fund withdrawal liability⁽³⁾			18,857			17,761			19,402			18,220
		$	199,368		$	199,264		$	248,340		$	245,369

(1)

The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on Secured Overnight Financing Rate (“SOFR”), plus a margin, priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). The Company paid down the $50.0 million debt under the Credit Facility on September 30, 2024.

(2)	Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

(3)

ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 5.3% at both September 30, 2024 and December 31, 2023, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of September 30, 2024, the outstanding withdrawal liability totaled $18.9 million, of which $0.8 million was recorded in accrued expenses, and the remaining portion was recorded in other long-term liabilities.

Schedule of financial assets and liabilities measured at fair value on a recurring basis

September 30, 2024

Fair Value Measurements Using

Quoted Prices

Significant

Significant

In Active

Observable

Unobservable

Markets

Inputs

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Assets:

Money market funds⁽¹⁾

$

32,094

$

32,094

$

—

$

—

Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan⁽²⁾

5,435

5,435

—

—

Interest rate swap⁽³⁾

219

—

219

—

$

37,748

$

37,529

$

219

$

—

Liabilities:

Contingent consideration⁽⁴⁾

$

12,160

$

—

$

—

$

12,160


		December 31, 2023
					Fair Value Measurements Using
					Quoted Prices			Significant			Significant
					In Active			Observable			Unobservable
					Markets			Inputs			Inputs
		Total			(Level 1)			(Level 2)			(Level 3)

		(in thousands)
Assets:
Money market funds⁽¹⁾		$	93,754		$	93,754		$	—		$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan⁽²⁾			4,627			4,627			—			—
Interest rate swap⁽³⁾			1,710			—			1,710			—
		$	100,091		$	98,381		$	1,710		$	—
Liabilities:
Contingent consideration⁽⁴⁾		$	92,900		$	—		$	—		$	92,900

(1)	Included in cash and cash equivalents.

(2)

Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

(3)

The fair value of the interest rate swap was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. However, the Company assessed Level 3 inputs as insignificant to the valuation at September 30, 2024 and December 31, 2023 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

(4)

As part of the Agreement and Plan of Merger (the “Merger Agreement”) of MoLo, certain additional cash consideration is required to be paid by the Company based on the achievement of certain incremental targets of adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for each of the years ended December 31, 2023, 2024, and 2025. The estimated fair value of contingent consideration is determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and adjusted EBITDA to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 12.7% and 13.3% as of September 30, 2024 and December 31, 2023, respectively. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date. The decrease in fair value of contingent earnout consideration as of September 30, 2024 compared to December 31, 2023 primarily reflects the reduction in payout assumptions projected for the earnout in 2025, due to the continued soft truckload environment and the latest industry expectations for a truckload market recovery being pushed further into 2025 than previously estimated.

Schedule of changes in fair value of liabilities measured at fair value using inputs categorized in Level 3


		Contingent Consideration
		(in thousands)
Balance at December 31, 2023		$	92,900
Change in fair value included in operating income			(80,740)
Balance at September 30, 2024		$	12,160

Schedule of assets measured at fair value on a nonrecurring basis

The following table provides the change in fair value of equity investments on a nonrecurring basis using inputs categorized in Level 3 of the fair value hierarchy:


		Equity Investment
		(in thousands)
Balance at December 31, 2023		$	28,739
Change in fair value included in other income			(28,739)
Balance at September 30, 2024		$	—

The following table provides the changes in the long-lived assets measured on a nonrecurring basis for which impairment charges were recognized during the three and nine months ended September 30, 2023. The fair value measurements used inputs categorized in Level 3 of the fair value hierarchy.


					Lease
		Carrying Value			Impairment Charges⁽¹⁾			Fair Value

		(in thousands)
Operating right-of-use assets		$	48,417		$	(28,124)		$	20,293
Leasehold improvements			3,874			(2,038)			1,836
		$	52,291		$	(30,162)		$	22,129

(1)

During the third quarter of 2023, the Company recorded impairment charges of $30.2 million related to operating right-of-use assets and leasehold improvements associated with a freight handling pilot facility, a service center, and office spaces that were made available for sublease. The fair value of these asset groups was estimated at September 1, 2023, using a discounted cash flow method utilizing market-participant discount rates ranging from 7.5% to 9.5% and certain unobservable inputs, including estimated cash flows based on anticipated future sublease terms as determined using third-party real estate broker quotes. See Note F for additional discussion related to these impairment charges.