NOTE C – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The components of cash and cash equivalents and short-term investments as of December 31 are presented in the following table:

2025

2024

 

(in thousands)

Cash and cash equivalents

Cash deposits(1)

$

72,280

$

83,048

Money market funds(2)

 

29,750

 

44,396

Total cash and cash equivalents

$

102,030

$

127,444

Short-term investments

Certificates of deposit(3)

$

22,204

$

29,759

(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).
(3)Recorded at cost plus accrued interest, which approximates fair value due to its short-term nature and is categorized in Level 2 of the fair value hierarchy.

The Company’s long-term financial instruments are presented in the table of financial assets and liabilities measured at fair value within this Note.

Concentrations of Credit Risk of Financial Instruments

The Company is subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits and short-term investments in accounts and certificates of deposit that are primarily FDIC‑insured. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At December 31, 2025 and 2024, cash deposits and short-term investments totaling $31.1 million and $51.7 million, respectively, were not FDIC insured. The Company also holds money market funds, which are invested in U.S. government securities and repurchase agreements collateralized solely by U.S. government securities.

Fair value and carrying value disclosures of financial instruments as of December 31 are presented in the following table:

  ​ ​ ​

2025

  ​ ​ ​

2024

 

(in thousands)

Carrying

  ​ ​ ​

Fair

  ​ ​ ​

Carrying

  ​ ​ ​

Fair

Value

 

Value

 

Value

 

Value

Notes payable(1)

$

223,856

$

225,797

$

189,134

$

187,675

New England Pension Fund withdrawal liability(2)

17,906

16,258

18,671

16,783

$

241,762

$

242,055

$

207,805

$

204,458

(1)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).
(2)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 5.9% at December 31, 2025 and 6.0% at December 31, 2024 determined using the 20year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of December 31, 2025, the outstanding withdrawal liability totaled $17.9 million, of which $0.8 million was recorded in accrued expenses and the remaining portion was recorded in other long-term liabilities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The assets and liabilities that are measured at fair value on a recurring basis as of December 31 are presented in the following table:

2025

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)

$

29,750

$

29,750

$

$

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

 

5,166

 

5,166

 

 

$

34,916

$

34,916

$

$

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)

$

44,396

$

44,396

$

$

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

 

5,570

 

5,570

 

 

$

49,966

$

49,966

$

$

Liabilities:

 

Contingent consideration(3)

$

2,650

$

$

$

2,650

(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 estimated fair value of contingent consideration related to the acquisition of MoLo (see Note B) was determined by assessing Level 3 inputs. The Level 3 assessments utilized a Monte Carlo simulation with inputs including scenarios of estimated revenues and expenses to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 12.9% as of December 31, 2024. The Company reduced the contingent consideration for the MoLo acquisition to zero during 2025 as the related earnout calculation did not meet the required adjusted EBITDA thresholds for payment as specified in the Agreement and Plan of Merger.

The following table provides the change in fair value of the liabilities measured at fair value using inputs categorized in Level 3 of the fair value hierarchy:

Contingent Consideration

(in thousands)

Balance at December 31, 2024

$

2,650

Change in fair value included in operating expenses

(2,650)

Balance at December 31, 2025

$

Assets Measured at Fair Value on a Nonrecurring Basis

The Company remeasures certain assets on a nonrecurring basis upon events or changes in circumstances that indicate the carrying amount may not be recoverable. The following table provides the changes in long-lived assets and intangibles measured on a nonrecurring basis during the years ended December 31:

2025

  ​ ​ ​

2024

  ​ ​ ​

(in thousands)

Intangible assets(1)

$

(6,640)

$

Equity investment(2)

$

$

(28,739)

Revenue equipment(3)

$

$

(1,393)

Software(3)

$

$

(307)

(1)During the fourth quarter of 2025, the Company recorded an impairment charge related to its indefinite-lived Panther trade name intangible asset within the Asset-Light reporting unit. The impairment was the result of a decline in projected revenue and profitability in the current recessionary freight environment. The fair value of the trade name was estimated as of October 1, 2025 using relief from royalty method by calculating the present value of the after-tax cost savings associated with owning the trade name and, therefore, not having to pay royalties for its use, which incorporates significant unobservable inputs categorized in Level 3 of the fair value hierarchy. Key assumptions included projected financial information, a royalty rate of 1.3%, and a discount rate of 16.2%.
(2)In November 2021, the Company recorded an equity investment for $25.0 million in Phantom Auto, a startup provider of human-centered remote operation software. The equity investment was accounted for as a nonmarketable equity security without a readily determinable value using the measurement alternative, which allowed the investment to be recorded at cost, less any impairment and adjusted for observable price changes. During 2023, the fair value of the Company’s investment in Phantom Auto increased based on an observable price change upon the closing of Phantom Auto’s Series B-2 funding round as of April 26, 2023. During the first quarter of 2024, the Company was notified that Phantom Auto was ceasing operations due to liquidity concerns from failing to secure additional funding from investors or lenders. As a result, the Company assessed the likelihood of recovering its investment as remote and recorded a pre-tax, noncash impairment charge, to write off the equity investment in Phantom Auto, which was recognized below the operating income line in “Other, net” within “Other income (costs)” using inputs categorized in Level 3 of the fair value hierarchy.
(3)During the fourth quarter of 2024, the Company recorded impairment charges for certain revenue equipment and software as part of a strategic decision to adjust capacity within Asset-Light’s operations. The impairment charges were reported in operating expenses in the consolidated statements of operations for the year ended December 31, 2024. Inputs used in the fair value measurements of these assets were categorized in Level 2 of the fair value hierarchy. The software was impaired after it was determined it was no longer going to be utilized and the revenue equipment was written down to fair value, less cost to sell, of $4.6 million when it was reclassified to assets held for sale at fair value, which is reported within other long-term assets as of December 31, 2024.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Mar 3, 2025
2023Feb 23, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Feb 26, 2021
2019Feb 28, 2020
2018Feb 28, 2019
2017Feb 28, 2018
2016Feb 28, 2017
2015Feb 26, 2016

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.