Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
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 | 26,148,831 | |
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 29,280 | $ 248 |
Accounts receivable, net | 205,131 | 196,119 |
Income tax receivable | 1,150 | 8,288 |
Prepaid expenses and other | 34,082 | 27,724 |
Total current assets | 269,643 | 232,379 |
Property and Equipment, at cost | 1,862,048 | 1,739,222 |
Less: accumulated depreciation | 743,345 | 686,623 |
Net property and equipment | 1,118,703 | 1,052,599 |
Operating Lease Right-of-Use Assets | 122,401 | 103,890 |
Goodwill and Identifiable Intangibles, net | 20,902 | 21,484 |
Other Noncurrent Assets | 6,551 | 5,341 |
Total assets | 1,538,200 | 1,415,693 |
Current Liabilities: | ||
Accounts payable | 81,516 | 83,621 |
Wages, vacation and employees’ benefits | 55,355 | 49,668 |
Claims and insurance accruals | 39,627 | 36,888 |
Other current liabilities | 32,953 | 32,644 |
Current portion of long-term debt | 19,727 | 19,405 |
Current portion of operating lease liability | 18,916 | 19,020 |
Total current liabilities | 248,094 | 241,246 |
Other Liabilities: | ||
Long-term debt, less current portion | 141,112 | 117,025 |
Operating lease liability, less current portion | 104,958 | 86,239 |
Deferred income taxes | 119,125 | 111,555 |
Claims, insurance and other | 49,821 | 44,402 |
Total other liabilities | 415,016 | 359,221 |
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,148,831 and 25,936,532 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 26 | 26 |
Additional paid-in-capital | 265,264 | 260,871 |
Deferred compensation trust, 154,977 and 143,987 shares of common stock at cost at June 30, 2020 and December 31, 2019, respectively | (4,965) | (3,871) |
Retained earnings | 614,765 | 558,200 |
Total stockholders’ equity | 875,090 | 815,226 |
Total liabilities and stockholders’ equity | $ 1,538,200 | $ 1,415,693 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 26,148,831 | 25,936,532 |
Common stock, shares outstanding | 26,148,831 | 25,936,532 |
Deferred compensation trust | 154,977 | 143,987 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Operating Revenue | $ 418,114 | $ 464,195 | $ 864,510 | $ 874,779 |
Operating Expenses: | ||||
Salaries, wages and employees' benefits | 224,277 | 237,689 | 462,922 | 458,041 |
Purchased transportation | 26,406 | 34,154 | 56,465 | 62,572 |
Fuel, operating expenses and supplies | 65,902 | 85,328 | 148,801 | 168,871 |
Operating taxes and licenses | 13,743 | 13,529 | 28,139 | 26,731 |
Claims and insurance | 18,293 | 13,156 | 28,714 | 22,686 |
Depreciation and amortization | 33,664 | 29,143 | 66,254 | 55,925 |
Loss (gain) from property disposals, net | 148 | 30 | (1,242) | 156 |
Total operating expenses | 382,433 | 413,029 | 790,053 | 794,982 |
Operating Income | 35,681 | 51,166 | 74,457 | 79,797 |
Nonoperating Expenses (Income): | ||||
Interest expense | 1,594 | 1,903 | 2,996 | 3,286 |
Other, net | (751) | (140) | (204) | (474) |
Nonoperating expenses, net | 843 | 1,763 | 2,792 | 2,812 |
Income Before Income Taxes | 34,838 | 49,403 | 71,665 | 76,985 |
Income Tax Provision | 6,384 | 12,330 | 15,100 | 17,653 |
Net Income | $ 28,454 | $ 37,073 | $ 56,565 | $ 59,332 |
Weighted average common shares outstanding – basic | 26,134 | 25,958 | 26,102 | 25,915 |
Weighted average common shares outstanding – diluted | 26,569 | 26,406 | 26,543 | 26,373 |
Basic Earnings Per Share | $ 1.09 | $ 1.43 | $ 2.17 | $ 2.29 |
Diluted Earnings Per Share | $ 1.07 | $ 1.40 | $ 2.13 | $ 2.25 |
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, 2018 | $ 695,864 | $ 26 | $ 254,738 | $ (3,381) | $ 444,481 |
Beginning Balance, Shares at Dec. 31, 2018 | 25,693,651 | ||||
Stock compensation, including options and long-term incentives | 998 | 998 | |||
Director deferred share activity , Shares | 45,075 | ||||
Exercise of stock options less shares withheld for taxes | 1,798 | 1,798 | |||
Exercise of stock options less shares withheld for taxes, Shares | 68,169 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 83,281 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (3,268) | (3,268) | |||
Purchase of shares by Deferred Compensation Trust | (149) | 309 | (458) | ||
Sale of shares by Deferred Compensation Trust | 148 | 148 | |||
Net income | 22,259 | 22,259 | |||
Ending Balance at Mar. 31, 2019 | 717,650 | $ 26 | 254,575 | (3,691) | 466,740 |
Ending Balance, Shares at Mar. 31, 2019 | 25,890,176 | ||||
Beginning Balance at Dec. 31, 2018 | 695,864 | $ 26 | 254,738 | (3,381) | 444,481 |
Beginning Balance, Shares at Dec. 31, 2018 | 25,693,651 | ||||
Net income | 59,332 | ||||
Ending Balance at Jun. 30, 2019 | 757,502 | $ 26 | 257,583 | (3,920) | 503,813 |
Ending Balance, Shares at Jun. 30, 2019 | 25,905,664 | ||||
Beginning Balance at Mar. 31, 2019 | 717,650 | $ 26 | 254,575 | (3,691) | 466,740 |
Beginning Balance, Shares at Mar. 31, 2019 | 25,890,176 | ||||
Stock compensation, including options and long-term incentives | 1,342 | 1,342 | |||
Director deferred share activity | 1,117 | 1,117 | |||
Director deferred share activity , Shares | 4,155 | ||||
Exercise of stock options less shares withheld for taxes | 356 | 356 | |||
Exercise of stock options less shares withheld for taxes, Shares | 10,832 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 501 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (36) | (36) | |||
Purchase of shares by Deferred Compensation Trust | 229 | (229) | |||
Net income | 37,073 | 37,073 | |||
Ending Balance at Jun. 30, 2019 | 757,502 | $ 26 | 257,583 | (3,920) | 503,813 |
Ending Balance, Shares at Jun. 30, 2019 | 25,905,664 | ||||
Beginning Balance at Dec. 31, 2019 | 815,226 | $ 26 | 260,871 | (3,871) | 558,200 |
Beginning Balance, Shares at Dec. 31, 2019 | 25,936,532 | ||||
Stock compensation, including options and long-term incentives | 1,317 | 1,317 | |||
Exercise of stock options less shares withheld for taxes | 2,137 | 2,137 | |||
Exercise of stock options less shares withheld for taxes, Shares | 69,640 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 57,176 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (3,404) | (3,404) | |||
Purchase of shares by Deferred Compensation Trust | 1,146 | (1,146) | |||
Sale of shares by Deferred Compensation Trust | (59) | 59 | |||
Net income | 28,111 | 28,111 | |||
Ending Balance at Mar. 31, 2020 | 843,387 | $ 26 | 262,008 | (4,958) | 586,311 |
Ending Balance, Shares at Mar. 31, 2020 | 26,063,348 | ||||
Beginning Balance at Dec. 31, 2019 | 815,226 | $ 26 | 260,871 | (3,871) | 558,200 |
Beginning Balance, Shares at Dec. 31, 2019 | 25,936,532 | ||||
Net income | 56,565 | ||||
Ending Balance at Jun. 30, 2020 | 875,090 | $ 26 | 265,264 | (4,965) | 614,765 |
Ending Balance, Shares at Jun. 30, 2020 | 26,148,831 | ||||
Beginning Balance at Mar. 31, 2020 | 843,387 | $ 26 | 262,008 | (4,958) | 586,311 |
Beginning Balance, Shares at Mar. 31, 2020 | 26,063,348 | ||||
Stock compensation, including options and long-term incentives | 1,640 | 1,640 | |||
Director deferred share activity | 1,230 | 1,230 | |||
Director deferred share activity , Shares | 71,681 | ||||
Exercise of stock options less shares withheld for taxes | 454 | 454 | |||
Exercise of stock options less shares withheld for taxes, Shares | 12,800 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 1,002 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (75) | (75) | |||
Purchase of shares by Deferred Compensation Trust | 128 | (128) | |||
Sale of shares by Deferred Compensation Trust | (121) | 121 | |||
Net income | 28,454 | 28,454 | |||
Ending Balance at Jun. 30, 2020 | $ 875,090 | $ 26 | $ 265,264 | $ (4,965) | $ 614,765 |
Ending Balance, Shares at Jun. 30, 2020 | 26,148,831 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities: | ||
Net income | $ 56,565 | $ 59,332 |
Noncash items included in net income: | ||
Depreciation and amortization | 66,254 | 55,925 |
Deferred income taxes | 7,570 | |
Other, net | 7,239 | 17,403 |
Changes in operating assets and liabilities, net | 10,605 | (19,086) |
Net cash provided by operating activities | 148,233 | 113,574 |
Investing Activities: | ||
Acquisition of property and equipment | (148,865) | (166,434) |
Proceeds from disposal of property and equipment | 6,143 | 380 |
Net cash used in investing activities | (142,722) | (166,054) |
Financing Activities: | ||
Repayment of revolving credit agreement | (221,026) | (100,517) |
Borrowing of revolving credit agreement | 255,097 | 161,515 |
Proceeds from stock option exercises | 2,591 | 2,154 |
Shares withheld for taxes | (3,479) | (3,304) |
Debt issuance costs | (23) | |
Repayment of finance leases | (9,662) | (9,036) |
Net cash provided by financing activities | 23,521 | 50,789 |
Net Increase (Decrease) in Cash and Cash Equivalents | 29,032 | (1,691) |
Cash and cash equivalents, beginning of period | 248 | 2,194 |
Cash and cash equivalents, end of period | $ 29,280 | 503 |
Non Cash Investing Activities | ||
Equipment financed with finance leases | $ 5,058 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019. Operating results for the quarter and six months ended June 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2020. Business The Company provides regional and interregional 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 44 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, 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 average transit time to complete a shipment is from 1 to 5 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 started but not completed at the reporting date is recognized on actual transit status in 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 is based on average cycle times to move shipments from their origin to their final destination or interchange; 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 reporting periods for freight services started but not completed at the reporting date. This includes 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 on average 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) 606 as it pertains to additional quantitative disclosures pertaining to remaining performance obligations. Claims and Insurance Accruals Effective March 1, 2018, the Company entered into a new bodily injury and property damage liability policy with a three-year one-year Accounting Pronouncements Adopted in 2020 In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
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): Second Quarter Six Months 2020 2019 2020 2019 Numerator: Net income $ 28,454 $ 37,073 $ 56,565 $ 59,332 Denominator: Denominator for basic earnings per share–weighted average common shares 26,134 25,958 26,102 25,915 Effect of dilutive stock options 77 107 87 116 Effect of other common stock equivalents 358 341 354 342 Denominator for diluted earnings per share–adjusted weighted average common shares 26,569 26,406 26,543 26,373 Basic Earnings Per Share $ 1.09 $ 1.43 $ 2.17 $ 2.29 Diluted Earnings Per Share $ 1.07 $ 1.40 $ 2.13 $ 2.25 For the quarter and six months ended June 30, 2020, options and restricted stock for 48,840 and 65,053 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter and six months ended June 30, 2019, options and restricted stock for 113,251 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020. 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019, 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 June 30, 2020 and December 31, 2019 was $161.1 million and $136.5 million, respectively, based upon levels one and two in the fair value hierarchy. The carrying value of the debt was $160.8 million and $136.4 million at June 30, 2020 and December 31, 2019, respectively. |
Debt and Financing Arrangements
Debt and Financing Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | (5) Debt and Financing Arrangements At June 30, 2020 and December 31, 2019, debt consisted of the following (in thousands): June 30, 2020 December 31, 2019 Credit Agreement with Banks, described below $ 80,000 $ 45,929 Finance Leases, described below 80,839 90,501 Total debt 160,839 136,430 Less: current portion of long-term debt 19,727 19,405 Long-term debt, less current portion $ 141,112 $ 117,025 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 to fund capital investments, letters of credit and working capital needs. Credit Agreement On February 5, 2019, the Company entered into the Sixth Amended and Restated Credit Agreement with its banking group (as amended, the Amended Credit Agreement). The amendment increased the amount of the revolver from $250 million to $300 million and extended the term until 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 amendment reduced the interest rate pricing. The Amended Credit Agreement provides for a At June 30, 2020, the Company had borrowings of $80.0 million and outstanding letters of credit of $28.0 million under the Amended Credit Agreement. At December 31, 2019, the Company had borrowings of $45.9 million and outstanding letters of credit of $26.1 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 s of and , approximately $105.7 million and $111.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, 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 2020 $ 11,115 2021 22,755 2022 21,019 2023 15,441 2024 90,677 Thereafter 6,313 Total 167,320 Less: Amounts Representing Interest on Finance Leases 6,481 Total $ 160,839 |
Covid-19
Covid-19 | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Covid-19 | ( 6) COVID-19 In March 2020, the World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The Company is considered an essential and critical business by the U.S. Department of Homeland Security’s Cyber and Infrastructure Security Agency ( ) and will continue to operate under state of emergency and shelter in place orders issued in various jurisdictions across the country. The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities. The Company has considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s second quarter 2020 financial position. It is possible that these assumptions and estimates may materially change prior to December 31, 2020. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. The Company does not believe it will be able to take advantage of the provisions of the CARES Act. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019. Operating results for the quarter and six months ended June 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2020. |
Business | Business The Company provides regional and interregional 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 44 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, 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 average transit time to complete a shipment is from 1 to 5 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 started but not completed at the reporting date is recognized on actual transit status in 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 is based on average cycle times to move shipments from their origin to their final destination or interchange; 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 reporting periods for freight services started but not completed at the reporting date. This includes 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 on average 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) 606 as it pertains to additional quantitative disclosures pertaining to remaining performance obligations. |
Claims and Insurance Accruals | Claims and Insurance Accruals Effective March 1, 2018, the Company entered into a new bodily injury and property damage liability policy with a three-year one-year |
Accounting Pronouncements Adopted in 2020 | Accounting Pronouncements Adopted in 2020 In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
Computation of Earnings Per S_2
Computation of Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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): Second Quarter Six Months 2020 2019 2020 2019 Numerator: Net income $ 28,454 $ 37,073 $ 56,565 $ 59,332 Denominator: Denominator for basic earnings per share–weighted average common shares 26,134 25,958 26,102 25,915 Effect of dilutive stock options 77 107 87 116 Effect of other common stock equivalents 358 341 354 342 Denominator for diluted earnings per share–adjusted weighted average common shares 26,569 26,406 26,543 26,373 Basic Earnings Per Share $ 1.09 $ 1.43 $ 2.17 $ 2.29 Diluted Earnings Per Share $ 1.07 $ 1.40 $ 2.13 $ 2.25 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Reconciliation of Debt | At June 30, 2020 and December 31, 2019, debt consisted of the following (in thousands): June 30, 2020 December 31, 2019 Credit Agreement with Banks, described below $ 80,000 $ 45,929 Finance Leases, described below 80,839 90,501 Total debt 160,839 136,430 Less: current portion of long-term debt 19,727 19,405 Long-term debt, less current portion $ 141,112 $ 117,025 |
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 2020 $ 11,115 2021 22,755 2022 21,019 2023 15,441 2024 90,677 Thereafter 6,313 Total 167,320 Less: Amounts Representing Interest on Finance Leases 6,481 Total $ 160,839 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 01, 2018 | Aug. 31, 2019 | Jun. 30, 2020 |
New Bodily Injury and Property Damage Liability Policy [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
New bodily injury and property damage liability policy, effective date | Mar. 1, 2018 | ||
New bodily injury and property damage liability policy, term | 3 years | ||
Risk retention amount per occurrence under new policy | $ 2,000,000 | ||
Provisional extended term of policy | 1 year | ||
Maximum amount received return on premium availability | $ 5,200,000 | ||
Self insurance, per occurrence | $ 10,000,000 | ||
Reduction in insurance premium expenses | $ 400,000 | ||
Accrued additional premium | $ 0 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Percentage of revenue derived from transporting | 97.00% | ||
Average transit time | 1 day | ||
Minimum [Member] | Entire 36 Months [Member] | New Bodily Injury and Property Damage Liability Policy [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Returnable premium for changes in claims | $ 15,600,000 | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Average transit time | 5 days | ||
Maximum [Member] | New Bodily Injury and Property Damage Liability 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 | ||
Aggregate loss limit during policy period | 48,000,000 | ||
Paid losses specified limit to pay additional premium | 15,600,000 | ||
Additional premium to be paid, if losses are paid by insurer are greater than limit specified | 11,000,000 | ||
Maximum [Member] | First 12 months [Member] | New Bodily Injury and Property Damage Liability Policy [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Returnable premium for changes in claims | $ 5,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information1 (Detail) | Jun. 30, 2020 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Summary of Significant Accounting Policies [Line Items] | |
Payment terms | 30 days |
Computation of Earnings Per S_3
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 | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||||
Net income | $ 28,454 | $ 28,111 | $ 37,073 | $ 22,259 | $ 56,565 | $ 59,332 |
Denominator: | ||||||
Denominator for basic earnings per share–weighted average common shares | 26,134 | 25,958 | 26,102 | 25,915 | ||
Effect of dilutive stock options | 77 | 107 | 87 | 116 | ||
Effect of other common stock equivalents | 358 | 341 | 354 | 342 | ||
Denominator for diluted earnings per share–adjusted weighted average common shares | 26,569 | 26,406 | 26,543 | 26,373 | ||
Basic Earnings Per Share | $ 1.09 | $ 1.43 | $ 2.17 | $ 2.29 | ||
Diluted Earnings Per Share | $ 1.07 | $ 1.40 | $ 2.13 | $ 2.25 |
Computation of Earnings Per S_4
Computation of Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Common stock excluded from the calculation of diluted earnings per share | 48,840 | 113,251 | 65,053 | 113,251 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Jun. 30, 2020USD ($) |
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of total debt | $ 161,100 | $ 136,500 |
Total debt | $ 160,839 | $ 136,430 |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Summary of Reconciliation of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Finance Leases, described below | $ 80,839 | $ 90,501 |
Total debt | 160,839 | 136,430 |
Less: current portion of long-term debt | 19,727 | 19,405 |
Long-term debt, less current portion | 141,112 | 117,025 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit Agreement with Banks, described below | $ 80,000 | $ 45,929 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) | Feb. 05, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 04, 2019 |
Debt Instrument [Line Items] | ||||
Amendment line of credit facility expiration year and month | 2024-02 | |||
Letter of credit facility outstanding amount | $ 1,800,000 | |||
Finance lease liability | $ 80,839,000 | $ 90,501,000 | ||
Lease expiration period | 7 years | |||
Property and Equipment [Member] | ||||
Debt Instrument [Line Items] | ||||
Finance leased assets, net | $ 105,700,000 | $ 111,500,000 | ||
Finance Lease Obligations [Member] | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rates for finance lease | 3.50% | 3.50% | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under credit agreement | $ 300,000,000 | $ 250,000,000 | ||
Additional borrowing capacity under revolving credit facility | $ 100,000,000 | |||
Minimum debt service coverage ratio | 125.00% | |||
Maximum leverage ratio | 325.00% | |||
Borrowing capacity under credit agreement | $ 80,000,000 | $ 45,929,000 | ||
Revolving Credit Facility [Member] | Existing Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under credit agreement | 80,000,000 | 45,900,000 | ||
Letter of credit facility outstanding amount | $ 28,000,000 | $ 26,100,000 | ||
Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Rate margin | 1.00% | |||
Letter of credit unused portion fee | 0.175% | |||
Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Rate margin | 2.00% | |||
Letter of credit unused portion fee | 0.30% | |||
Revolving Credit Facility [Member] | LIBOR Rate Margin [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Rate margin | 1.00% | |||
Revolving Credit Facility [Member] | LIBOR Rate Margin [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Rate margin | 2.00% | |||
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% |
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 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instruments [Abstract] | ||
2020 | $ 11,115 | |
2021 | 22,755 | |
2022 | 21,019 | |
2023 | 15,441 | |
2024 | 90,677 | |
Thereafter | 6,313 | |
Total | 167,320 | |
Less: Amounts Representing Interest on Finance Leases | 6,481 | |
Total | $ 160,839 | $ 136,430 |