SAIA INC [SAIA] Filings

10-Q 1 saia-20240930.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-49983

Saia, Inc.

(Exact name of registrant as specified in its charter)


Delaware		48-1229851
(State of incorporation)		(I.R.S. Employer Identification No.)
11465 Johns Creek Parkway, Suite 400
Johns Creek, GA		30097
(Address of principal executive offices)		(Zip Code)

(770) 232-5067

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $.001 per share

    SAIA

    The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 26,595,075 shares of Common Stock outstanding at October 23, 2024.

SAIA, INC. AND SUBSIDIARIES

INDEX


		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3

	Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2024 and 2023	4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters and nine months ended September 30, 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	7

	Notes to Condensed Consolidated Financial Statements	8

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	12

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	19

ITEM 4:	Controls and Procedures	19

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	20

ITEM 1A:	Risk Factors	20

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	20

ITEM 5:	Other Information	20

ITEM 6:	Exhibits	21

Signature		22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)


	September 30, 2024			December 31, 2023
Assets	(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	14,405		$	296,215
Accounts receivable, net		372,396			311,742
Prepaid expenses		35,746			32,648
Income tax receivable		8,329			1,005
Other current assets		6,471			7,084
Total current assets		437,347			648,694
Property and Equipment, at cost		3,704,281			2,881,800
Less: accumulated depreciation and amortization		1,222,373			1,118,492
Net property and equipment		2,481,908			1,763,308
Operating Lease Right-of-Use Assets		121,336			118,734
Goodwill and Identifiable Intangibles, net		16,656			17,296
Other Noncurrent Assets		24,877			35,533
Total assets	$	3,082,124		$	2,583,565
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	161,241		$	141,877
Wages, vacation and employees’ benefits		70,613			75,514
Claims and insurance accruals		40,799			41,641
Other current liabilities		41,580			27,094
Current portion of long-term debt		6,761			10,173
Current portion of operating lease liability		25,679			25,757
Total current liabilities		346,673			322,056
Other Liabilities:
Long-term debt, less current portion		184,202			6,315
Operating lease liability, less current portion		92,325			96,462
Deferred income taxes		161,867			155,841
Claims, insurance and other		65,572			61,397
Total other liabilities		503,966			320,015
Commitments and Contingencies (Note 3)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,595,075 and 26,549,372 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		27			27
Additional paid-in-capital		291,319			285,092
Deferred compensation trust, 70,560 and 69,672 shares of common stock at cost at September 30, 2024 and December 31, 2023, respectively		(7,877	)		(5,679	)
Retained earnings		1,948,016			1,662,054
Total stockholders’ equity		2,231,485			1,941,494
Total liabilities and stockholders’ equity	$	3,082,124		$	2,583,565

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters and nine months ended September 30, 2024 and 2023

(unaudited)


	Third Quarter						Nine Months
	2024			2023			2024			2023
	(in thousands, except per share data)
Operating Revenue	$	842,103		$	775,144		$	2,420,122		$	2,130,301
Operating Expenses:
Salaries, wages and employees' benefits		398,134			344,605			1,112,087			955,449
Purchased transportation		65,584			76,746			179,138			173,244
Fuel, operating expenses and supplies		158,733			144,282			475,935			419,397
Operating taxes and licenses		19,942			17,018			59,401			51,540
Claims and insurance		19,274			18,024			55,565			49,039
Depreciation and amortization		54,656			45,618			156,041			133,156
Other operating, net		609			416			1,279			643
Total operating expenses		716,932			646,709			2,039,446			1,782,468
Operating Income		125,171			128,435			380,676			347,833
Nonoperating (Income) Expenses:
Interest expense		2,997			454			5,951			1,600
Interest income		(45	)		(2,423	)		(910	)		(3,050	)
Other, net		(460	)		157			(1,574	)		(1,336	)
Nonoperating (income) expenses, net		2,492			(1,812	)		3,467			(2,786	)
Income Before Income Taxes		122,679			130,247			377,209			350,619
Income Tax Provision		29,931			32,034			91,247			84,990
Net Income	$	92,748		$	98,213		$	285,962		$	265,629

Weighted average common shares outstanding – basic		26,695			26,644			26,686			26,626
Weighted average common shares outstanding – diluted		26,789			26,779			26,785			26,755

Basic Earnings Per Share	$	3.47		$	3.69		$	10.72		$	9.98
Diluted Earnings Per Share	$	3.46		$	3.67		$	10.68		$	9.93

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters and nine months ended September 30, 2024 and 2023

(unaudited)


	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)
Balance at December 31, 2023		26,549	$	27	$	285,092		$	(5,679	)	$	1,662,054	$	1,941,494
Stock compensation, including options and long-term incentives		—		—		2,724			—			—		2,724
Exercise of stock options, less shares withheld for taxes		17		—		1,993			—			—		1,993
Shares issued for long-term incentive awards, net of shares withheld for taxes		22		—		(7,968	)		—			—		(7,968	)
Purchase of shares by Deferred Compensation Trust		—		—		314			(314	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(65	)		65			—		—
Net income		—		—		—			—			90,695		90,695
Balance at March 31, 2024		26,588	$	27	$	282,090		$	(5,928	)	$	1,752,749	$	2,028,938

Stock compensation, including options and long-term incentives		—		—		3,207			—			—		3,207
Director deferred share activity		2		—		1,422			—			—		1,422
Purchase of shares by Deferred Compensation Trust		—		—		931			(931	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(39	)		39			—		—
Net income		—		—		—			—			102,519		102,519
Balance at June 30, 2024		26,590	$	27	$	287,611		$	(6,820	)	$	1,855,268	$	2,136,086

Stock compensation, including options and long-term incentives		—		—		3,463			—			—		3,463
Exercise of stock options, less shares withheld for taxes		—		—		40			—			—		40
Shares issued for long-term incentive awards, net of shares withheld for taxes		5		—		(852	)		—			—		(852	)
Purchase of shares by Deferred Compensation Trust						1,572			(1,572	)				—
Sale of shares by Deferred Compensation Trust		—		—		(515	)		515			—		—
Net income		—		—		—			—			92,748		92,748
Balance at September 30, 2024		26,595	$	27	$	291,319		$	(7,877	)	$	1,948,016	$	2,231,485


	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)
Balance at December 31, 2022		26,464	$	26	$	277,366		$	(5,248	)	$	1,307,197	$	1,579,341
Stock compensation, including options and long-term incentives		—		—		2,225			—			—		2,225
Exercise of stock options, less shares withheld for taxes		21		—		2,204			—			—		2,204
Shares issued for long-term incentive awards, net of shares withheld for taxes		48		1		(8,928	)		—			—		(8,927	)
Purchase of shares by Deferred Compensation Trust		—		—		474			(474	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(67	)		67			—		—
Net income		—		—		—			—			76,097		76,097
Balance at March 31, 2023		26,533	$	27	$	273,274		$	(5,655	)	$	1,383,294	$	1,650,940

Stock compensation, including options and long-term incentives		—		—		2,500			—			—		2,500
Director deferred share activity		2		—		1,417			—			—		1,417
Exercise of stock options, less shares withheld for taxes		—		—		46			—			—		46
Sale of shares by Deferred Compensation Trust		—		—		(29	)		29			—		—
Net income		—		—		—			—			91,319		91,319
Balance at June 30, 2023		26,535	$	27	$	277,208		$	(5,626	)	$	1,474,613	$	1,746,222

Stock compensation, including options and long-term incentives		—		—		2,686			—			—		2,686
Exercise of stock options less shares withheld for taxes		12		—		2,541			—			—		2,541
Shares issued for long-term incentive awards, net of shares withheld for taxes		1		—		(199	)		—			—		(199	)
Sale of shares by Deferred Compensation Trust		—		—		(61	)		61			—		—
Net income		—		—		—			—			98,213		98,213
Balance at September 30, 2023		26,548	$	27	$	282,175		$	(5,565	)	$	1,572,826	$	1,849,463

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

(unaudited)


	Nine Months
	2024			2023
	(in thousands)
Operating Activities:
Net income	$	285,962		$	265,629
Noncash items included in net income:
Depreciation and amortization		156,041			133,156
Deferred income taxes		6,026			17,496
Other, net		16,276			12,158
Changes in operating assets and liabilities:
Accounts receivable		(63,771	)		(58,005	)
Accounts payable		12,095			25,160
Change in other assets and liabilities, net		6,334			20,674
Net cash provided by operating activities		418,963			416,268
Investing Activities:
Acquisition of property and equipment		(875,302	)		(340,528	)
Proceeds from disposal of property and equipment		2,079			2,141
Other		4,999			1,379
Net cash used in investing activities		(868,224	)		(337,008	)
Financing Activities:
Repayments of revolving credit facility		(870,100	)		—
Borrowings of revolving credit facility		953,100			—
Borrowings on private shelf agreement		100,000			—
Proceeds from stock option exercises		2,033			4,791
Shares withheld for taxes		(8,820	)		(9,126	)
Repayment of finance leases		(8,525	)		(12,074	)
Other financing activity		(237	)		(979	)
Net cash provided by (used in) financing activities		167,451			(17,388	)
Net (Decrease) Increase in Cash and Cash Equivalents		(281,810	)		61,872
Cash and Cash Equivalents, beginning of period		296,215			187,390
Cash and Cash Equivalents, end of period	$	14,405		$	249,262

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia). All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.

The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for the quarter and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2024.

Business

The Company provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of its revenue has been derived from transporting LTL shipments across 48 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America. The Company’s customer base is diversified across numerous industries.

Revenue Recognition

The Company’s revenues are derived primarily from the transportation of freight as it satisfies performance obligations that arise from contracts with its customers. The Company’s performance obligations arise when it receives a bill of lading (BOL) to transport a customer's commodities at negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received and accepted, a legally-enforceable contract is formed whereby the parties are committed to perform and the rights of the parties, shipping terms and conditions, and payment terms have been identified. Each shipment represents a distinct service that is a separately identified performance obligation.

The typical transit time to complete a shipment is from one to five days. Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited transportation services over the transit time of the shipment as it moves from origin to destination based on the transit status at the end of each reporting period.

Key estimates included in the recognition and measurement of revenue and related accounts receivable are as follows:

•

Revenue associated with shipments in transit is recognized ratably over the transit time; and

•

Adjustments to revenue for billing adjustments and collectability.

The portion of the gross invoice related to interline transportation services that involve the services of another party, such as another LTL service provider, is not recorded in the Company’s revenues. Revenue from logistics services is recognized as the services are provided.

Claims and Insurance Accruals

The Company maintains a significant amount of insurance coverage with third-party insurance carriers that provides various levels of protection for covered risk exposure, including in the areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits and retention and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported. Accruals are calculated on reported claims based on an evaluation of the nature and severity of the claim, historical loss experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily injury and property damage claims.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. The Company periodically evaluates estimated useful lives of property and equipment considering its planned and actual usage, planned and actual maintenance and replacement, and other relevant physical and economic factors that may affect our use of the assets. During the second quarter of 2024, the Company determined that the estimated useful lives of certain of its trailers and dollies should be extended from 14 years to 20 years. This change is recognized prospectively. The changes in estimates resulted in an increase in income from continuing operations of approximately $2.8 million and $4.9 million (a $2.1 million and $3.7 million increase in net income) for the three and nine months ended September 30, 2024, respectively.

(2) Computation of Earnings Per Share

The calculation of basic earnings per common share and diluted earnings per common share was as follows (in thousands, except per share amounts):


	Third Quarter				Nine Months
	2024		2023		2024		2023
Numerator:
Net income	$	92,748	$	98,213	$	285,962	$	265,629
Denominator:
Denominator for basic earnings per share–weighted average common shares		26,695		26,644		26,686		26,626
Dilutive effect of share-based awards		94		135		99		129
Denominator for diluted earnings per share–adjusted weighted average common shares		26,789		26,779		26,785		26,755

Basic Earnings Per Share	$	3.47	$	3.69	$	10.72	$	9.98

Diluted Earnings Per Share	$	3.46	$	3.67	$	10.68	$	9.93

For both the quarter and nine months ended September 30, 2024, there were no anti-dilutive shares of common stock that were excluded from the calculation of diluted earnings per share. For the quarter and nine months ended September 30, 2023, options and restricted stock in the aggregate for 5,370 and 6,154 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

(3) Commitments and Contingencies

The Company is subject to legal proceedings that arise in the ordinary course of its business. Management believes that adequate provisions for the resolution of all contingencies, claims and pending litigation have been made for probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect on its financial condition but could have a material adverse effect on the results of operations in a given quarter or annual period.

(4) Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of September 30, 2024 and December 31, 2023, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at September 30, 2024 and December 31, 2023 was $191.8 million and $16.1 million, respectively. The fair value of fixed rate debt is based on current market interest rates for similar types of financial instruments, reflective of level two inputs. The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company. The carrying value of the debt was $191.0 million and $16.5 million at September 30, 2024 and December 31, 2023, respectively.

(5) Debt and Financing Arrangements

At September 30, 2024 and December 31, 2023, debt consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Credit Arrangements, described below	$	183,000	$	—
Finance Leases, described below		7,963		16,488
Total debt		190,963		16,488
Less: current portion of long-term debt		6,761		10,173
Long-term debt, less current portion	$	184,202	$	6,315

The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit required under insurance programs, as well as funding working capital requirements.

Credit Arrangements

Revolving Credit Facility

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility), which provides up to a $300 million revolving line of credit through February 2028. The Revolving Credit Facility contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. The applicable margin is between 1.00% and 1.75% per annum for term SOFR loans and between 0.00% and 0.75% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The Company also accrues fees based on the daily unused portion of the Revolving Credit Facility, which is between 0.0125% and 0.025% based on the Company’s consolidated net lease adjusted leverage ratio. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in compliance with its debt covenants under the Revolving Credit Facility at September 30, 2024.

At September 30, 2024, the Company had outstanding borrowings of $83.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility. At December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million under the Revolving Credit Facility. At September 30, 2024, the Company had $184.8 million in availability under the Revolving Credit Facility.

Private Shelf Agreement

On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.

Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature five years after the date on which the Initial Notes were issued, on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.

The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at September 30, 2024.

At September 30, 2024 and December 31, 2023, the Company had outstanding borrowings under the Shelf Agreement of $100.0 million and $0, respectively.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering certain revenue equipment. Total liabilities recognized under the finance leases were $8.0 million and $16.5 million as of September 30, 2024 and December 31, 2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of September 30, 2024 and December 31, 2023, approximately $21.5 million and $38.6 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest rates for the finance leases at September 30, 2024 and December 31, 2023 were 4.1 percent and 4.0 percent, respectively.

Principal Maturities of Long-Term Debt

The principal maturities of long-term debt, including interest on finance leases, for the next five years (in thousands) are as follows:


	Amount
2024	$	1,723
2025		5,453
2026		995
2027		—
2028		83,000
Thereafter		100,000
Total		191,171
Less: Amounts Representing Interest on Finance Leases		208
Total	$	190,963

(6) Asset Acquisitions

On January 17, 2024, the Company completed the purchase of 17 freight terminals of Yellow Corporation for an aggregate purchase price of $235.7 million in cash. In addition, on January 17, 2024, the Company completed the acquisition of Yellow Corporation’s interests in leases for 11 freight terminals for an aggregate purchase price of $7.9 million in cash, plus the assumption of certain liabilities under the leases and the payment of cure costs. These terminals were recorded as asset acquisitions using the cost accumulation and allocation model in accordance with ASC Topic 805, Business Combinations, and the owned and leased terminals are included in Property and Equipment and in Operating Lease Right-of-Use Assets, respectively, on the unaudited Condensed Consolidated Balance Sheets.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2023 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as otherwise required by applicable law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this Quarterly Report on Form 10-Q and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, the following:

•

general economic conditions including downturns or inflationary periods in the business cycle;

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operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors;

•

industry-wide external factors largely out of our control;

•

cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel;

•

inflationary increases in operating expenses and corresponding reductions of profitability;

•

cost and availability of diesel fuel and fuel surcharges;

•

cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;

•

failure to successfully execute the strategy to expand our service geography;

•

unexpected liabilities resulting from the acquisition of real estate assets;

•

costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks;

•

failure to keep pace with technological developments;

•

liabilities and costs arising from the use of artificial intelligence;

•

labor relations, including the adverse impact should a portion of our workforce become unionized;

•

cost, availability and resale value of real property and revenue equipment;

•

supply chain disruption and delays on new equipment delivery;

•

capacity and highway infrastructure constraints;

•

risks arising from international business operations and relationships;

•

seasonal factors, harsh weather and disasters caused by climate change;

•

economic declines in the geographic regions or industries in which our customers operate;

•

the creditworthiness of our customers and their ability to pay for services;

•

our need for capital and uncertainty of the credit markets;

•

the possibility of defaults under our debt agreements, including violation of financial covenants;

•

inaccuracies and changes to estimates and assumptions used in preparing our financial statements;

•

failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses;

•

dependence on key employees;

•

employee turnover from changes to compensation and benefits or market factors;

•

increased costs of healthcare benefits;

•

damage to our reputation from adverse publicity, including from the use of or impact from social media;

•

failure to make future acquisitions or to achieve acquisition synergies;

•

the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;

•

the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

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the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;

•

unforeseen costs from new and existing data privacy laws;

•

costs from new and existing laws regarding how to classify workers;

•

changes in accounting and financial standards or practices;

•

widespread outbreak of an illness or any other communicable disease;

•

international conflicts and geopolitical instability;

•

increasing investor and customer sensitivity to social and sustainability issues, including climate change;

•

provisions in our governing documents and Delaware law that may have anti-takeover effects;

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issuances of equity that would dilute stock ownership;

•

weakness, disruption or loss of confidence in financial or credit markets; and

•

other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

These factors and risks are described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.

Executive Overview

The Company’s business is highly correlated to non-service sectors of the general economy. The Company’s strategy is to improve profitability by increasing yield, while also increasing volumes. Components of this strategy include building density in existing geographies and pursuing geographic and terminal expansion in an effort to promote profitable growth and improve our customer value proposition over time. The Company’s business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives have had a positive impact on yield and profitability. The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction. Technology continues to be an important investment as we work towards improving customer experience, operational efficiencies and Company image.

Third Quarter Overview

The Company’s operating revenue increased by 8.6 percent in the third quarter of 2024 compared to the same period in 2023. The increase resulted primarily from increases in shipments and tonnage. In the third quarter of 2024, LTL shipments per workday were up 8.5 percent and LTL tonnage per workday was up 7.7 percent compared to the prior year quarter.

Consolidated operating income was $125.2 million for the third quarter of 2024 compared to $128.4 million for the third quarter of 2023. Diluted earnings per share were $3.46 in the third quarter of 2024 compared to diluted earnings per share of $3.67 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.1 percent in the third quarter of 2024 compared to 83.4 percent in the third quarter of 2023. The Company generated $419.0 million in net cash provided by operating activities in the first nine months of 2024 compared with $416.3 million in the same period last year. The Company opened eleven new terminals and relocated one additional terminal during the third quarter of 2024.

General

The following Management’s Discussion and Analysis describes the principal factors affecting the results of operations, financial condition, liquidity and capital resources, as well as the critical accounting policies and estimates of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).

Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of revenue is historically derived from transporting LTL shipments across 48 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America.

Our business is highly correlated to non-service sectors of the general economy. Our business also is impacted by a number of other factors as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per hundredweight (a measure of yield) and revenue per shipment; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended September 30, 2024 and 2023

(unaudited)


					Percent
					Variance
	2024		2023		'24 v. '23
	(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul)
Operating Revenue	$	842,103	$	775,144		8.6	%
Operating Expenses: