v3.26.1
Fair Value Measures and Disclosures - Unobservable inputs reconciliation (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
USD ($)
Jun. 30, 2026
USD ($)
Jun. 30, 2025
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value   $ 160,300  
Beginning balance   137,490 $ 137,490
Change in fair value of contingent consideration (a) [1]   22,810 $ 0
Ending balance   160,300  
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings [1]   $ 22,800  
Mark-to-market adjustment for contingent consideration $ 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   0.350  
Measurement Input Volatility Net Income      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Business Combination, Contingent Consideration, Liability, Measurement Input   0.480  
Measurement Input, Discount Rate      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Business Combination, Contingent Consideration, Liability, Measurement Input   0.059  
[1] 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 December 31, 2026.
As of June 30, 2026, the Company used volatility rates of 35.0% and 48.0% 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 June 30, 2026, the Company used a risk-adjusted discount rate of 5.9%. Changes in financial projections or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The $22.8 million change in fair value of contingent consideration is included in "Other (expense) income, net" in the condensed consolidated statements of comprehensive income for the quarter and year-to-date periods ended June 30, 2026.
Based on the Company’s ongoing assessment of the fair value of the contingent consideration, no adjustment was recorded to the estimated fair value of such liabilities during 2025.