Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Saia, Inc. | |
Entity Central Index Key | 0001177702 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,462,463 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-49983 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 48-1229851 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 11465 Johns Creek Parkway | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Johns Creek | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30097 | |
City Area Code | 770 | |
Local Phone Number | 232-5067 | |
Title of each class | Common Stock, par value $.001 per share | |
Trading Symbol | SAIA | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 149,825 | $ 106,588 |
Accounts receivable, net | 335,595 | 276,755 |
Income tax receivable | 11,859 | 0 |
Prepaid expenses and other | 54,123 | 32,912 |
Total current assets | 551,402 | 416,255 |
Property and Equipment, at cost | 2,403,702 | 2,144,528 |
Less: accumulated depreciation | 964,533 | 864,074 |
Net property and equipment | 1,439,169 | 1,280,454 |
Operating Lease Right-of-Use Assets | 107,456 | 107,781 |
Goodwill and Identifiable Intangibles, net | 18,362 | 19,157 |
Other Noncurrent Assets | 23,935 | 21,603 |
Total assets | 2,140,324 | 1,845,250 |
Current Liabilities: | ||
Accounts payable | 114,697 | 114,010 |
Wages, vacation and employees’ benefits | 79,193 | 73,109 |
Claims and insurance accruals | 74,799 | 54,717 |
Other current liabilities | 31,116 | 38,551 |
Current portion of long-term debt | 15,914 | 19,396 |
Current portion of operating lease liability | 22,750 | 21,565 |
Total current liabilities | 338,469 | 321,348 |
Other Liabilities: | ||
Long-term debt, less current portion | 18,936 | 31,008 |
Operating lease liability, less current portion | 87,388 | 88,409 |
Deferred income taxes | 124,960 | 124,137 |
Claims, insurance and other | 64,089 | 60,015 |
Total other liabilities | 295,373 | 303,569 |
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,462,463 and 26,336,589 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 26 | 26 |
Additional paid-in-capital | 275,358 | 274,633 |
Deferred compensation trust, 70,578 and 94,627 shares of common stock at cost at September 30, 2022 and December 31, 2021, respectively | (5,237) | (4,101) |
Retained earnings | 1,236,335 | 949,775 |
Total stockholders’ equity | 1,506,482 | 1,220,333 |
Total liabilities and stockholders’ equity | $ 2,140,324 | $ 1,845,250 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,462,463 | 26,336,589 |
Common stock, shares outstanding | 26,462,463 | 26,336,589 |
Deferred compensation trust | 70,578 | 94,627 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Operating Revenue | $ 729,561 | $ 616,216 | $ 2,136,331 | $ 1,671,623 |
Operating Expenses: | ||||
Salaries, wages and employees' benefits | 297,247 | 277,087 | 881,762 | 790,310 |
Purchased Transportations | 85,452 | 72,193 | 255,519 | 179,705 |
Fuel, operating expenses and supplies | 145,461 | 98,834 | 413,762 | 274,399 |
Operating taxes and licenses | 16,261 | 14,572 | 48,813 | 43,469 |
Claims and insurance | 15,988 | 15,518 | 40,940 | 44,326 |
Depreciation and amortization | 40,682 | 35,742 | 117,578 | 105,773 |
Loss (gain) from property disposals, net | 115 | (3,847) | 160 | (4,115) |
Total operating expenses | 601,206 | 510,099 | 1,758,534 | 1,433,867 |
Operating Income | 128,355 | 106,117 | 377,797 | 237,756 |
Nonoperating Expenses (Income): | ||||
Interest expense | 581 | 777 | 1,941 | 2,463 |
Other, net | 68 | 14 | 1,072 | (547) |
Nonoperating expenses, net | 649 | 791 | 3,013 | 1,916 |
Income Before Income Taxes | 127,706 | 105,326 | 374,784 | 235,840 |
Income Tax Provision | 29,815 | 25,617 | 88,224 | 56,366 |
Net Income | $ 97,891 | $ 79,709 | $ 286,560 | $ 179,474 |
Weighted average common shares outstanding - basic | 26,539 | 26,334 | 26,506 | 26,317 |
Weighted average common shares outstandin - diluted | 26,676 | 26,713 | 26,663 | 26,699 |
Basic Earnings Per Share | $ 3.69 | $ 3.03 | $ 10.81 | $ 6.82 |
Diluted Earnings Per Share | $ 3.67 | $ 2.98 | $ 10.75 | $ 6.72 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Deferred Compensation Trust [Member] | Retained Earnings [Member] |
Beginning Balance at Dec. 31, 2020 | $ 961,288 | $ 26 | $ 267,666 | $ (2,944) | $ 696,540 |
Beginning Balance, Shares at Dec. 31, 2020 | 26,236,570 | ||||
Stock compensation, including options and long-term incentives | 1,711 | 1,711 | |||
Exercise of stock options less shares withheld for taxes | 3,678 | 3,678 | |||
Exercise of stock options less shares withheld for taxes, Shares | 46,741 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 50,381 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (6,350) | 6,350 | |||
Purchase of shares by Deferred Compensation Trust | (742) | 742 | |||
Sale of shares by Deferred Compensation Trust | (17) | 17 | |||
Net income | 37,291 | 37,291 | |||
Ending Balance at Mar. 31, 2021 | 997,618 | $ 26 | 267,430 | (3,669) | 733,831 |
Ending Balance, Shares at Mar. 31, 2021 | 26,333,692 | ||||
Beginning Balance at Dec. 31, 2020 | 961,288 | $ 26 | 267,666 | (2,944) | 696,540 |
Beginning Balance, Shares at Dec. 31, 2020 | 26,236,570 | ||||
Net income | 179,474 | ||||
Ending Balance at Sep. 30, 2021 | 1,144,726 | $ 26 | 272,545 | (3,859) | 876,014 |
Ending Balance, Shares at Sep. 30, 2021 | 26,336,589 | ||||
Beginning Balance at Mar. 31, 2021 | 997,618 | $ 26 | 267,430 | (3,669) | 733,831 |
Beginning Balance, Shares at Mar. 31, 2021 | 26,333,692 | ||||
Stock compensation, including options and long-term incentives | 1,810 | 1,810 | |||
Director deferred share activity | 1,256 | 1,256 | |||
Director deferred share activity , Shares | 1,404 | ||||
Purchase of shares by Deferred Compensation Trust | (112) | 112 | |||
Net income | 62,474 | 62,474 | |||
Ending Balance at Jun. 30, 2021 | 1,063,158 | $ 26 | 270,608 | (3,781) | 796,305 |
Ending Balance, Shares at Jun. 30, 2021 | 26,335,096 | ||||
Stock compensation, including options and long-term incentives | 1,878 | 1,878 | |||
Director deferred share activity | 202 | 202 | |||
Director deferred share activity , Shares | 294 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 1,199 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (221) | (221) | |||
Purchase of shares by Deferred Compensation Trust | (98) | 98 | |||
Sale of shares by Deferred Compensation Trust | (20) | 20 | |||
Net income | 79,709 | 79,709 | |||
Ending Balance at Sep. 30, 2021 | 1,144,726 | $ 26 | 272,545 | (3,859) | 876,014 |
Ending Balance, Shares at Sep. 30, 2021 | 26,336,589 | ||||
Beginning Balance at Dec. 31, 2021 | 1,220,333 | $ 26 | 274,633 | (4,101) | 949,775 |
Beginning Balance, Shares at Dec. 31, 2021 | 26,336,589 | ||||
Stock compensation, including options and long-term incentives | 2,056 | 2,056 | |||
Exercise of stock options less shares withheld for taxes | 907 | 907 | |||
Exercise of stock options less shares withheld for taxes, Shares | 10,992 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 60,821 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (11,230) | 11,230 | |||
Purchase of shares by Deferred Compensation Trust | (2,445) | 2,445 | |||
Sale of shares by Deferred Compensation Trust | (1,066) | 1,066 | |||
Net income | 79,424 | 79,424 | |||
Ending Balance at Mar. 31, 2022 | 1,291,490 | $ 26 | 267,745 | (5,480) | 1,029,199 |
Ending Balance, Shares at Mar. 31, 2022 | 26,408,402 | ||||
Beginning Balance at Dec. 31, 2021 | 1,220,333 | $ 26 | 274,633 | (4,101) | 949,775 |
Beginning Balance, Shares at Dec. 31, 2021 | 26,336,589 | ||||
Net income | 286,560 | ||||
Ending Balance at Sep. 30, 2022 | 1,506,482 | $ 26 | 275,358 | (5,237) | 1,236,335 |
Ending Balance, Shares at Sep. 30, 2022 | 26,462,463 | ||||
Beginning Balance at Mar. 31, 2022 | 1,291,490 | $ 26 | 267,745 | (5,480) | 1,029,199 |
Beginning Balance, Shares at Mar. 31, 2022 | 26,408,402 | ||||
Stock compensation, including options and long-term incentives | 1,756 | 1,756 | |||
Director deferred share activity | 1,170 | 1,170 | |||
Director deferred share activity , Shares | 2,327 | ||||
Exercise of stock options less shares withheld for taxes | 101 | 101 | |||
Exercise of stock options less shares withheld for taxes, Shares | 1,007 | ||||
Purchase of shares by Deferred Compensation Trust | (631) | 631 | |||
Sale of shares by Deferred Compensation Trust | (8) | 8 | |||
Net income | 109,245 | 109,245 | |||
Ending Balance at Jun. 30, 2022 | 1,403,762 | $ 26 | 271,395 | (6,103) | 1,138,444 |
Ending Balance, Shares at Jun. 30, 2022 | 26,411,736 | ||||
Stock compensation, including options and long-term incentives | 1,894 | 1,894 | |||
Exercise of stock options less shares withheld for taxes | 3,408 | 3,408 | |||
Exercise of stock options less shares withheld for taxes, Shares | 48,329 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 2,398 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (473) | (473) | |||
Purchase of shares by Deferred Compensation Trust | (93) | 93 | |||
Sale of shares by Deferred Compensation Trust | (959) | 959 | |||
Net income | 97,891 | 97,891 | |||
Ending Balance at Sep. 30, 2022 | $ 1,506,482 | $ 26 | $ 275,358 | $ (5,237) | $ 1,236,335 |
Ending Balance, Shares at Sep. 30, 2022 | 26,462,463 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Operating Activities: | |||
Net income | $ 286,560 | $ 179,474 | |
Noncash items included in net income: | |||
Depreciation and amortization | 117,578 | 105,773 | |
Deferred income taxes | 824 | 5,086 | |
Other, net | 268 | 4,290 | |
Changes in operating assets and liabilities, net | (61,156) | (26,937) | |
Net cash provided by operating activities | 344,074 | 267,686 | |
Investing Activities: | |||
Acquisition of property and equipment | (279,057) | (154,884) | |
Proceeds from disposal of property and equipment | 1,061 | 6,460 | |
Other | 0 | (500) | |
Net cash used in investing activities | (277,996) | (148,924) | |
Financing Activities: | |||
Repayments of revolving credit agreement | (1,000) | (36,410) | |
Borrowings of revolving credit agreement | 1,000 | 36,410 | |
Proceeds from stock option exercises | 4,416 | 3,678 | |
Shares withheld for taxes | (11,703) | (6,571) | |
Repayment of finance leases | (15,554) | (15,805) | |
Net cash used in financing activities | (22,841) | (18,698) | |
Net Increase in Cash, Cash Equivalents and Restricted Cash | [1] | 43,237 | 100,064 |
Cash, Cash Equivalents and Restricted Cash, beginning of period | [1] | 106,588 | 25,308 |
Cash, Cash Equivalents and Restricted Cash, end of period | [1] | $ 149,825 | $ 125,372 |
[1] Cash, cash equivalents and restricted cash at the end of the period includes $ 3.7 million of restricted cash included in accounts receivable, net on the Condensed Consolidated Balance Sheet ending September 30, 2021. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Millions | Sep. 30, 2022 USD ($) |
Accounts Receivable [Member] | |
Restricted Cash | $ 3.7 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (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, 2021. Operating results for the quarter and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2022 . Business The Company provides national less-than-truckload (LTL) services through a single integrated organization. While more than 96 percent of its revenue has been derived from transporting LTL shipments across 45 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited 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. A customer may submit many BOLs for transportation services at various times throughout a service agreement term but 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 services over the transit time of the shipment as it moves from origin to destination. Revenue for services is recognized based on 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 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. Remaining performance obligations represent the transaction price allocated to future periods for freight services started but not completed at the reporting date. These amounts include the unearned portion of billed and unbilled amounts for freight shipments in transit that the Company expects to recognize as revenue in the period subsequent to the reporting date, which is generally less than one week. The Company has elected to apply the optional exemption in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, as it relates to additional quantitative disclosures pertaining to remaining performance obligations. Claims and Insurance Accruals We are regularly subject to claims resulting from bodily injury, property damage, casualty and cargo losses, group healthcare costs, and workers' compensation. The Company has self-insured retention limits generally ranging from $ 250,000 to $ 1.0 million per occurrence for group healthcare, workers' compensation, casualty and cargo losses and certain property damage and from $ 2.0 million to $ 10.0 million for bodily injury and property damage related to auto liability. The Company’s automobile liability insurance policy for the four-year period ended March 1, 2023 provides coverage for a single loss of $ 8.0 million, an aggregate loss limit of $ 24.0 million for each policy year, and a $ 48.0 million aggregate loss limit for the four-year period, subject to risk retention of $ 2.0 million per occurrence. Under the policy, the Company is required to pay additional amounts of up to $ 11.5 million if losses paid by the insurer are greater than $ 18.4 million over the four-year policy period. Based on claims occurring since March 1, 2019, no additional amount was accrued as of September 30, 2022. Commencing on August 30, 2023, the Company may elect to commute the policy with respect to the insurer’s entire liability under the policy in which case the Company would be entitled to a return of a portion of the premium paid, up to $ 18.4 million, based on the amount of claims paid and the insurer would be released from all liability under the policy for the four-year period ending March 1, 2023. As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $ 10.0 million per occurrence for the four years ended March 1, 2023. The Company is self-insured for auto liability for the first $ 10.0 million per occurrence for the one-year period ended March 1, 2019. The Company also maintains an insurance policy covering the three-year period ending March 1, 2025 that provides $ 5.0 million of coverage per occurrence after an occurrence exceeds $ 10.0 million, subject to an aggregate loss limit of $ 10.0 million for each policy year, and a $ 20.0 million aggregate loss limit for the three-year term. Additionally, the Company is required to pay additional amounts of up to $ 7.5 million if losses paid by the insurer are greater than $ 1.4 million over the three-year policy period ending March 1, 2025. Based on claims occurring since March 1, 2022, no additional amounts were accrued at September 30, 2022. Under the policy, the Company may elect to commute the policy for the three-year term if losses incurred are less than $ 1.4 million and the Company does not elect to renew the policy. In the event the Company elects to commute the policy for such period, it will be entitled to a return of a portion of the premium paid, up to $ 1.1 million, based on the amount of claims paid and the insurer will be released from all liability under the policy in connection with such period. As a result, if the Company elects to commute the policy as to such period, the Company will be self-insured for the $ 10.0 million to $ 15.0 million loss layer per occurrence for the three years ended March 1, 2025. The election to commute the policy cannot be made before June 1, 2024 and must be made prior to December 1, 2025, unless the insurer agrees to extend such date. |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | (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 2022 2021 2022 2021 Numerator: Net income $ 97,891 $ 79,709 $ 286,560 $ 179,474 Denominator: Denominator for basic earnings per share–weighted 26,539 26,334 26,506 26,317 Dilutive effect of share-based awards 137 379 157 382 Denominator for diluted earnings per share–adjusted 26,676 26,713 26,663 26,699 Basic Earnings Per Share $ 3.69 $ 3.03 $ 10.81 $ 6.82 Diluted Earnings Per Share $ 3.67 $ 2.98 $ 10.75 $ 6.72 For the quarter and nine months ended September 30, 2022, options and restricted stock for 43,602 and 27,598 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For both the quarter and nine months ended September 30, 2021, options and restricted stock for 19,250 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (3) Commitments and Contingencies The Company pays its pro rata share of the cost of letters of credit outstanding for certain workers’ compensation claims incurred prior to March 1, 2000 that Saia’s former parent maintains for insurance programs. The Company’s pro rata share of these outstanding letters of credit was $ 1.8 million at September 30, 2022. 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021 was $ 34.8 million and $ 50.8 million, respectively, based upon level two inputs in the fair value hierarchy. The carrying value of the debt was $ 34.9 million and $ 50.4 million at September 30, 2022 and December 31, 2021 , respectively. |
Debt and Financing Arrangements
Debt and Financing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | (5) Debt and Financing Arrangements At September 30, 2022 and December 31, 2021, debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 Credit Agreement with Banks, described below $ — $ — Finance Leases, described below 34,850 50,404 Total debt 34,850 50,404 Less: current portion of long-term debt 15,914 19,396 Long-term debt, less current portion $ 18,936 $ 31,008 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. The Company is party to a revolving credit agreement with a group of banks that is available to fund capital investments, letters of credit and working capital needs. Credit Agreement The Company is a party to a Sixth Amended and Restated Credit Agreement with its banking group (the Amended Credit Agreement), which provides up to a $ 300 million revolving line of credit through February 2024 . The Amended Credit Agreement also has an accordion feature that allows for an additional $ 100 million availability, subject to certain conditions and availability of lender commitments. The Amended Credit Agreement provides for a LIBOR rate margin range from 100 basis points to 200 basis points, base rate margins from minus 50 basis points to plus 50 basis points, an unused portion fee from 17.5 basis points to 30 basis points and letter of credit fees from 100 basis points to 200 basis points, in each case based on the Company’s leverage ratio. Under the Amended Credit Agreement, the Company must maintain a minimum debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio set at 3.25 to 1.00. The Amended Credit Agreement provides for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement. The Amended Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. At September 30, 2022, the Company had no outstanding borrowings and outstanding letters of credit of $ 31.2 million under the Amended Credit Agreement. At December 31, 2021, the Company had no outstanding borrowings and outstanding letters of credit of $ 29.3 million under the Amended Credit Agreement. The available portion of the Amended Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed. Finance Leases The Company is obligated under finance leases with seven-year original terms covering revenue equipment. Total liabilities recognized under finance leases were $ 34.9 million and $ 50.4 million as of September 30, 2022 and December 31, 2021, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of September 30, 2022 and December 31, 2021, approximately $ 64.8 million and $ 85.1 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, 2022 and December 31, 2021 were 3.7 percent and 3.6 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 2022 $ 4,229 2023 15,409 2024 10,606 2025 5,453 2026 919 Thereafter — Total 36,616 Less: Amounts Representing Interest on Finance Leases 1,766 Total $ 34,850 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2021. Operating results for the quarter and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2022 . |
Business | Business The Company provides national less-than-truckload (LTL) services through a single integrated organization. While more than 96 percent of its revenue has been derived from transporting LTL shipments across 45 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America. The Company’s customer base is diversified across numerous industries. |
Revenue Recognition | 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. A customer may submit many BOLs for transportation services at various times throughout a service agreement term but 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 services over the transit time of the shipment as it moves from origin to destination. Revenue for services is recognized based on 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 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. Remaining performance obligations represent the transaction price allocated to future periods for freight services started but not completed at the reporting date. These amounts include the unearned portion of billed and unbilled amounts for freight shipments in transit that the Company expects to recognize as revenue in the period subsequent to the reporting date, which is generally less than one week. The Company has elected to apply the optional exemption in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, as it relates to additional quantitative disclosures pertaining to remaining performance obligations. |
Claims and Insurance Accruals | Claims and Insurance Accruals We are regularly subject to claims resulting from bodily injury, property damage, casualty and cargo losses, group healthcare costs, and workers' compensation. The Company has self-insured retention limits generally ranging from $ 250,000 to $ 1.0 million per occurrence for group healthcare, workers' compensation, casualty and cargo losses and certain property damage and from $ 2.0 million to $ 10.0 million for bodily injury and property damage related to auto liability. The Company’s automobile liability insurance policy for the four-year period ended March 1, 2023 provides coverage for a single loss of $ 8.0 million, an aggregate loss limit of $ 24.0 million for each policy year, and a $ 48.0 million aggregate loss limit for the four-year period, subject to risk retention of $ 2.0 million per occurrence. Under the policy, the Company is required to pay additional amounts of up to $ 11.5 million if losses paid by the insurer are greater than $ 18.4 million over the four-year policy period. Based on claims occurring since March 1, 2019, no additional amount was accrued as of September 30, 2022. Commencing on August 30, 2023, the Company may elect to commute the policy with respect to the insurer’s entire liability under the policy in which case the Company would be entitled to a return of a portion of the premium paid, up to $ 18.4 million, based on the amount of claims paid and the insurer would be released from all liability under the policy for the four-year period ending March 1, 2023. As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $ 10.0 million per occurrence for the four years ended March 1, 2023. The Company is self-insured for auto liability for the first $ 10.0 million per occurrence for the one-year period ended March 1, 2019. The Company also maintains an insurance policy covering the three-year period ending March 1, 2025 that provides $ 5.0 million of coverage per occurrence after an occurrence exceeds $ 10.0 million, subject to an aggregate loss limit of $ 10.0 million for each policy year, and a $ 20.0 million aggregate loss limit for the three-year term. Additionally, the Company is required to pay additional amounts of up to $ 7.5 million if losses paid by the insurer are greater than $ 1.4 million over the three-year policy period ending March 1, 2025. Based on claims occurring since March 1, 2022, no additional amounts were accrued at September 30, 2022. Under the policy, the Company may elect to commute the policy for the three-year term if losses incurred are less than $ 1.4 million and the Company does not elect to renew the policy. In the event the Company elects to commute the policy for such period, it will be entitled to a return of a portion of the premium paid, up to $ 1.1 million, based on the amount of claims paid and the insurer will be released from all liability under the policy in connection with such period. As a result, if the Company elects to commute the policy as to such period, the Company will be self-insured for the $ 10.0 million to $ 15.0 million loss layer per occurrence for the three years ended March 1, 2025. The election to commute the policy cannot be made before June 1, 2024 and must be made prior to December 1, 2025, unless the insurer agrees to extend such date. |
Computation of Earnings Per S_2
Computation of Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic Earnings Per Common Share and Diluted Earnings Per Common 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 2022 2021 2022 2021 Numerator: Net income $ 97,891 $ 79,709 $ 286,560 $ 179,474 Denominator: Denominator for basic earnings per share–weighted 26,539 26,334 26,506 26,317 Dilutive effect of share-based awards 137 379 157 382 Denominator for diluted earnings per share–adjusted 26,676 26,713 26,663 26,699 Basic Earnings Per Share $ 3.69 $ 3.03 $ 10.81 $ 6.82 Diluted Earnings Per Share $ 3.67 $ 2.98 $ 10.75 $ 6.72 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Reconciliation of Debt | At September 30, 2022 and December 31, 2021, debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 Credit Agreement with Banks, described below $ — $ — Finance Leases, described below 34,850 50,404 Total debt 34,850 50,404 Less: current portion of long-term debt 15,914 19,396 Long-term debt, less current portion $ 18,936 $ 31,008 |
Schedule of Principal Maturities of Long-Term Debt Including Interest On Finance Leases | The principal maturities of long-term debt, including interest on finance leases, for the next five years (in thousands) are as follows: Amount 2022 $ 4,229 2023 15,409 2024 10,606 2025 5,453 2026 919 Thereafter — Total 36,616 Less: Amounts Representing Interest on Finance Leases 1,766 Total $ 34,850 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
New automobile liability insurance policy, term | 3 years |
Maximum amount received return on premium availability | $ 1,100,000 |
Accrued additional premium | 0 |
New automobile liability insurance policy losses | 1,400,000 |
First 12 months [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Aggregate loss limit for each policy year | 10,000,000 |
Self insurance, per occurrence | 10,000,000 |
Entire 36 Months [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Paid losses specified limit to pay additional premium | 1,400,000 |
Additional premium to be paid, if losses are paid by insurer are greater than limit specified | 20,000,000 |
Four Year Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Self insurance, per occurrence | 10,000,000 |
Paid losses specified limit to pay additional premium | 18,400,000 |
Additional premium to be paid, if losses are paid by insurer are greater than limit specified | 11,500,000 |
Four Year Policy [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Risk retention amount per occurrence under new policy | $ 2,000,000 |
Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Percentage of revenue derived from transporting | 96% |
Average transit time | 1 day |
Self insurance, per occurrence | $ 250,000 |
Minimum [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Risk retention amount per occurrence under new policy | 2,000,000 |
Self insurance, per occurrence | 10,000,000 |
Minimum [Member] | Entire 36 Months [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Returnable premium for changes in claims | $ 18,400,000 |
Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Average transit time | 5 days |
Self insurance, per occurrence | $ 1,000,000 |
Maximum [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Risk retention amount per occurrence under new policy | 10,000,000 |
Single loss limit | 5,000,000 |
Aggregate loss limit for each policy year | 10,000,000 |
Aggregate loss limit during policy period | 48,000,000 |
Self insurance, per occurrence | 15,000,000 |
Maximum [Member] | Entire 36 Months [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Additional Amount To Be Paid If Losses Are Greater Than Limit Specified | 7,500,000 |
Maximum [Member] | Four Year Policy [Member] | New Automobile Liability Insurance Policy [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Single loss limit | 8,000,000 |
Aggregate loss limit for each policy year | $ 24,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information1 (Detail) | Sep. 30, 2022 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Summary of Significant Accounting Policies [Line Items] | |
Payment terms | 30 days |
Schedule Of Computation of Earn
Schedule Of Computation of Earnings Per Share - Summary of Calculation of Basic Earnings Per Common Share and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net income | $ 97,891 | $ 109,245 | $ 79,424 | $ 79,709 | $ 62,474 | $ 37,291 | $ 286,560 | $ 179,474 |
Denominator: | ||||||||
Denominator for basic earnings per share-weighted average common shares | 26,539 | 26,334 | 26,506 | 26,317 | ||||
Dilutive effect of share-based awards | 137 | 379 | 157 | 382 | ||||
Denominator for diluted earnings per share-adjusted weighted average common shares | 26,676 | 26,713 | 26,663 | 26,699 | ||||
Basic Earnings Per Share | $ 3.69 | $ 3.03 | $ 10.81 | $ 6.82 | ||||
Diluted Earnings Per Share | $ 3.67 | $ 2.98 | $ 10.75 | $ 6.72 |
Computation of Earnings Per S_3
Computation of Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Common stock excluded from the calculation of diluted earnings per share | 43,602 | 19,250 | 27,598 | 19,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Pro rata share of letters of credit outstanding | $ 1.8 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of total debt | $ 34,800 | $ 50,800 |
Total debt | $ 34,850 | $ 50,404 |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Summary of Reconciliation of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance Leases, described below | $ 34,850 | $ 50,404 |
Total debt | 34,850 | 50,404 |
Less: current portion of long-term debt | 15,914 | 19,396 |
Long-term debt, less current portion | $ 18,936 | $ 31,008 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) | Feb. 05, 2019 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Amendment line of credit facility expiration year and month | 2024-02 | ||
Letter of credit facility outstanding amount | $ 1,800,000 | ||
Liabilities recognized under finance leases | $ 34,850,000 | $ 50,404,000 | |
Finance Lease Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Weighted average interest rates for finance lease | 3.70% | 3.60% | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit agreement | $ 300,000,000 | ||
Additional borrowing capacity under revolving credit facility | $ 100,000,000 | ||
Minimum debt service coverage ratio | 125% | ||
Maximum leverage ratio | 325% | ||
Revolving Credit Facility [Member] | Existing Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit agreement | $ 0 | $ 0 | |
Letter of credit facility outstanding amount | 31,200,000 | 29,300,000 | |
Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Rate margin | 1% | ||
Letter of credit unused portion fee | 0.175% | ||
Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Rate margin | 2% | ||
Letter of credit unused portion fee | 0.30% | ||
Revolving Credit Facility [Member] | LIBOR Rate Margin [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Rate margin | 1% | ||
Revolving Credit Facility [Member] | LIBOR Rate Margin [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Rate margin | 2% | ||
Revolving Credit Facility [Member] | Base Rate Margin [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Rate margin | 0.50% | ||
Revolving Credit Facility [Member] | Base Rate Margin [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Rate margin | 0.50% | ||
Property and Equipment [Member] | |||
Debt Instrument [Line Items] | |||
Finance leased assets, net | $ 64,800,000 | $ 85,100,000 |
Debt and Financing Arrangemen_5
Debt and Financing Arrangements - Schedule of Principal Maturities of Long-Term Debt Including Interest On Finance Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | ||
2022 | $ 4,229 | |
2023 | 15,409 | |
2024 | 10,606 | |
2025 | 5,453 | |
2026 | 919 | |
Thereafter | 0 | |
Total | 36,616 | |
Less: Amounts Representing Interest on Finance Leases | 1,766 | |
Total | $ 34,850 | $ 50,404 |