Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SAIA | |
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 | 25,905,664 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-49983 | |
Entity Tax Identification Number | 481229851 | |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 503 | $ 2,194 |
Accounts receivable, net | 227,046 | 181,612 |
Prepaid expenses and other | 33,840 | 29,567 |
Total current assets | 261,389 | 213,373 |
Property and Equipment, at cost | 1,665,557 | 1,521,341 |
Less-accumulated depreciation | 674,220 | 628,283 |
Net property and equipment | 991,337 | 893,058 |
Operating Lease Right-of-Use Assets | 71,765 | |
Goodwill and Identifiable Intangibles, net | 22,066 | 22,664 |
Other Noncurrent Assets | 5,563 | 4,648 |
Total assets | 1,352,120 | 1,133,743 |
Current Liabilities: | ||
Accounts payable | 77,521 | 78,994 |
Wages, vacation and employees’ benefits | 47,095 | 48,116 |
Claims and insurance accruals | 47,255 | 40,980 |
Other current liabilities | 29,439 | 23,138 |
Current portion of long-term debt | 18,959 | 18,082 |
Current portion of operating lease liability | 16,921 | |
Total current liabilities | 237,190 | 209,310 |
Other Liabilities: | ||
Long-term debt, less current portion | 160,920 | 104,777 |
Operating lease liability, less current portion | 55,960 | |
Deferred income taxes | 100,244 | 86,893 |
Claims, insurance and other | 40,304 | 36,899 |
Total other liabilities | 357,428 | 228,569 |
Commitments and Contingencies | ||
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, 25,905,664 and 25,693,651 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 26 | 26 |
Additional paid-in-capital | 257,583 | 254,738 |
Deferred compensation trust, 148,066 and 143,614 shares of common stock at cost at June 30, 2019 and December 31, 2018, respectively | (3,920) | (3,381) |
Retained earnings | 503,813 | 444,481 |
Total stockholders’ equity | 757,502 | 695,864 |
Total liabilities and stockholders’ equity | $ 1,352,120 | $ 1,133,743 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 25,905,664 | 25,693,651 |
Common stock, shares outstanding | 25,905,664 | 25,693,651 |
Deferred compensation trust | 148,066 | 143,614 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Operating Revenue | $ 464,195 | $ 428,732 | $ 874,779 | $ 821,537 |
Operating Expenses: | ||||
Salaries, wages and employees’ benefits | 237,689 | 220,406 | 458,041 | 431,530 |
Purchased transportation | 34,154 | 34,113 | 62,572 | 64,029 |
Fuel, operating expenses and supplies | 85,328 | 84,745 | 168,871 | 163,539 |
Operating taxes and licenses | 13,529 | 12,794 | 26,731 | 24,944 |
Claims and insurance | 13,156 | 9,910 | 22,686 | 20,101 |
Depreciation and amortization | 29,143 | 25,241 | 55,925 | 48,271 |
Loss (gain) from property disposals, net | 30 | (42) | 156 | (21) |
Total operating expenses | 413,029 | 387,167 | 794,982 | 752,393 |
Operating Income | 51,166 | 41,565 | 79,797 | 69,144 |
Nonoperating Expenses (Income): | ||||
Interest expense | 1,903 | 1,454 | 3,286 | 2,680 |
Other, net | (140) | (142) | (474) | (245) |
Nonoperating expenses, net | 1,763 | 1,312 | 2,812 | 2,435 |
Income Before Income Taxes | 49,403 | 40,253 | 76,985 | 66,709 |
Income Tax Provision | 12,330 | 9,972 | 17,653 | 15,303 |
Net Income | $ 37,073 | $ 30,281 | $ 59,332 | $ 51,406 |
Weighted average common shares outstanding – basic | 25,958 | 25,766 | 25,915 | 25,732 |
Weighted average common shares outstanding – diluted | 26,406 | 26,354 | 26,373 | 26,326 |
Basic Earnings Per Share | $ 1.43 | $ 1.18 | $ 2.29 | $ 2 |
Diluted Earnings Per Share | $ 1.40 | $ 1.15 | $ 2.25 | $ 1.95 |
Consolidated Statements of Stoc
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, 2017 | $ 582,494 | $ 26 | $ 246,454 | $ (3,486) | $ 339,500 |
Beginning Balance, Shares at Dec. 31, 2017 | 25,551,617 | ||||
Stock compensation, including options and long-term incentives | 1,058 | 1,058 | |||
Exercise of stock options less shares withheld for taxes | 4,018 | 4,018 | |||
Exercise of stock options less shares withheld for taxes, Shares | 97,370 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 31,428 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (1,302) | (1,302) | |||
Purchase of shares by Deferred Compensation Trust | (290) | 5 | (295) | ||
Sale of shares by Deferred Compensation Trust | 291 | 291 | |||
Net income | 21,125 | 21,125 | |||
Ending Balance at Mar. 31, 2018 | 607,394 | $ 26 | 250,233 | (3,490) | 360,625 |
Ending Balance, Shares at Mar. 31, 2018 | 25,680,415 | ||||
Beginning Balance at Dec. 31, 2017 | 582,494 | $ 26 | 246,454 | (3,486) | 339,500 |
Beginning Balance, Shares at Dec. 31, 2017 | 25,551,617 | ||||
Net income | 51,406 | ||||
Ending Balance at Jun. 30, 2018 | 639,974 | $ 26 | 252,536 | (3,494) | 390,906 |
Ending Balance, Shares at Jun. 30, 2018 | 25,692,567 | ||||
Beginning Balance at Mar. 31, 2018 | 607,394 | $ 26 | 250,233 | (3,490) | 360,625 |
Beginning Balance, Shares at Mar. 31, 2018 | 25,680,415 | ||||
Stock compensation, including options and long-term incentives | 1,061 | 1,061 | |||
Director deferred share activity | 1,109 | 1,109 | |||
Director deferred share activity , Shares | 5,184 | ||||
Exercise of stock options less shares withheld for taxes | 147 | 147 | |||
Exercise of stock options less shares withheld for taxes, Shares | 6,333 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares | 635 | ||||
Shares issued for long-term incentive awards, net of shares withheld for taxes | (18) | (18) | |||
Purchase of shares by Deferred Compensation Trust | (152) | 4 | (156) | ||
Sale of shares by Deferred Compensation Trust | 152 | 152 | |||
Net income | 30,281 | 30,281 | |||
Ending Balance at Jun. 30, 2018 | 639,974 | $ 26 | 252,536 | (3,494) | 390,906 |
Ending Balance, Shares at Jun. 30, 2018 | 25,692,567 | ||||
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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities: | ||
Net income | $ 59,332 | $ 51,406 |
Noncash items included in net income: | ||
Depreciation and amortization | 55,925 | 48,271 |
Other, net | 17,403 | 9,395 |
Changes in operating assets and liabilities, net | (19,086) | 3,046 |
Net cash provided by operating activities | 113,574 | 112,118 |
Investing Activities: | ||
Acquisition of property and equipment | (166,434) | (118,573) |
Proceeds from disposal of property and equipment | 380 | 418 |
Net cash used in investing activities | (166,054) | (118,155) |
Financing Activities: | ||
Repayment of revolving credit agreement | (100,517) | (92,475) |
Borrowing of revolving credit agreement | 161,515 | 99,475 |
Proceeds from stock option exercises | 2,154 | 4,165 |
Shares withheld for taxes | (3,304) | (1,321) |
Debt issuance costs | (23) | |
Repayment of finance leases | (9,036) | (7,338) |
Net cash provided by financing activities | 50,789 | 2,506 |
Net Decrease in Cash and Cash Equivalents | (1,691) | (3,531) |
Cash and cash equivalents, beginning of period | 2,194 | 4,720 |
Cash and cash equivalents, end of period | 503 | 1,189 |
Non Cash Investing Activities | ||
Equipment financed with finance leases | $ 5,058 | $ 22,422 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018. Operating results for the quarter and six months ended June 30, 2019 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2019. Business The Company provides regional and interregional less-than-truckload (LTL) services through a single integrated organization. While more than 97% of its revenue has been derived from transporting LTL shipments across 42 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, when collectability is considered probable. 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 transit time to complete a shipment is typically between 1 to 5 days. Payments for transportation services are normally billed after completion of the service and are 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 allocated based on the relative transit time in each reporting period, with the portion allocated for services subsequent to the reporting date considered remaining performance obligations. 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. Revenue related to interline transportation services that involve the services of another party, such as another LTL service provider, is reported on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. 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 cancellable 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. Accounting Pronouncements Adopted in 2019 In February 2016, the FASB established Topic 842, Leases Land Easement Practical Expedient for Transition to Topic 842 Codification Improvements to Topic 842, Leases Targeted Improvements The new standard became effective for the Company on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard using the effective date as its date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new standard provided a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. As of January 1, 2019, the Company recognized additional net lease assets and operating liabilities of approximately $77 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases. Additionally, per the requirements of the new standard for measurement of the ROU, approximately $3 million of deferred rent liability was reclassified as a contra account against the ROU asset. Substantially all of the balance came from the Claims, insurance and other section of the balance sheet reported at December 31, 2018. |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
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 2019 2018 2019 2018 Numerator: Net income $ 37,073 $ 30,281 $ 59,332 $ 51,406 Denominator: Denominator for basic earnings per share–weighted average common shares 25,958 25,766 25,915 25,732 Effect of dilutive stock options 107 167 116 170 Effect of other common stock equivalents 341 421 342 424 Denominator for diluted earnings per share–adjusted weighted average common shares 26,406 26,354 26,373 26,326 Basic Earnings Per Share $ 1.43 $ 1.18 $ 2.29 $ 2.00 Diluted Earnings Per Share $ 1.40 $ 1.15 $ 2.25 $ 1.95 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. For the quarter and six months ended June 30, 2018, options and restricted stock for 45,150 and 61,233 shares of common stock, respectively, 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, 2019 | |
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, 2019. 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, 2019 | |
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, 2019 and December 31, 2018, 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, 2019 and December 31, 2018 was $179.7 million and $122.0 million, respectively, based upon levels one and two in the fair value hierarchy. The carrying value of the debt was $179.9 million and $122.9 million at June 30, 2019 and December 31, 2018, respectively. |
Debt and Financing Arrangements
Debt and Financing Arrangements | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | (5) Debt and Financing Arrangements At June 30, 2019 and December 31, 2018, debt consisted of the following (in thousands): June 30, 2019 December 31, 2018 Credit Agreement with Banks, described below $ 80,998 $ 20,000 Finance Leases, described below 98,881 102,859 Total debt 179,879 122,859 Less: current portion of long-term debt 18,959 18,082 Long-term debt, less current portion $ 160,920 $ 104,777 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 The Fifth Amended and Restated Credit Agreement dated March 6, 2015 (the Restated Credit Agreement) was a revolving credit facility for up to $250 million expiring in March 2020. The Restated Credit Agreement also had an accordion feature that allowed for an additional $75 million availability, subject to lender approval. The Restated Credit Agreement provided for a LIBOR rate margin range from 112.5 basis points to 225 basis points, base rate margins from minus 12.5 basis points to plus 50 basis points, an unused portion fee from 20 basis points to 30 basis points and letter of credit fees from 112.5 basis points to 225 basis points, in each case based on the Company’s leverage ratio. Under the Restated Credit Agreement, the Company was required to maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Restated Credit Agreement also provided for a pledge by the Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, to secure indebtedness under the Restated 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 bank approval. The amendment reduced the interest rate pricing grid compared to the Restated Credit Agreement . 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 June 30, 2019, the Company had borrowings of $81.0 million and outstanding letters of credit of $26.1 million under the Amended Credit Agreement. At December 31, 2018, the Company had borrowings of $20.0 million and outstanding letters of credit of $27.7 million under the Restated 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 terms covering revenue equipment totaling $98.9 million and $102.9 million as of June 30, 2019 and December 31, 2018, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at June 30, 2019 and December 31, 2018 were 3.4 percent. 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 2019 $ 11,034 2020 22,068 2021 22,593 2022 20,857 2023 15,278 Thereafter 97,530 Total 189,360 Less: Amounts Representing Interest on Finance Leases 9,481 Total $ 179,879 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | (6) Leases The Company’s leases include but are not limited to real estate, including terminals and general office buildings, trailers, corporate fleet vehicles and other equipment. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. A s of June 30, 2019, approximately $116.2 million of finance leased assets, net of depreciation, were included in Property and Equipment. Accumulated depreciation for these assets totaled $31.7 million as of the same period ended. Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Lease Cost (in thousands) Finance Lease Cost: Amortization of right-of-use assets $ 2,875 $ 5,645 Interest on lease liabilities 987 1,787 Operating lease cost (includes variable and sublease costs as they are immaterial) 5,180 10,488 Short-term lease cost 1,473 2,453 Total lease cost $ 10,515 $ 20,373 Other Information Right-of-use assets obtained in exchange for new finance lease liabilities 5,058 5,058 Right-of-use assets obtained in exchange for new operating lease liabilities 2,248 5,266 Supplemental cash flow and balance sheet information related to leases was as follows: Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases 1,787 Operating cash flows from operating leases 11,019 Finance cash flows from finance leases 9,036 Weighted-average remaining lease term - finance leases (years) 4.5 Weighted-average remaining lease term - operating leases (years) 5.9 Weighted-average discount rate - finance leases 3.4 % Weighted-average discount rate - operating leases 4.7 % As of June 30, 2019, maturities of lease liabilities were as follows: Maturity of Lease Liabilities (in thousands) Operating Leases Finance Leases 2019 $ 11,540 $ 11,034 2020 18,827 22,068 2021 15,669 22,593 2022 12,450 20,857 2023 8,930 15,278 Thereafter 23,451 16,532 Total lease payments 90,867 108,362 Less: Interest 17,986 9,481 Present value of lease liabilities $ 72,881 $ 98,881 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancellable operating leases requiring minium annual rentals payable would have been as follows (in thousands): Amount 2019 $ 21,285 2020 16,978 2021 14,159 2022 11,482 2023 8,215 Thereafter 22,531 Total $ 94,650 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018. Operating results for the quarter and six months ended June 30, 2019 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2019. |
Business | Business The Company provides regional and interregional less-than-truckload (LTL) services through a single integrated organization. While more than 97% of its revenue has been derived from transporting LTL shipments across 42 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, when collectability is considered probable. 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 transit time to complete a shipment is typically between 1 to 5 days. Payments for transportation services are normally billed after completion of the service and are 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 allocated based on the relative transit time in each reporting period, with the portion allocated for services subsequent to the reporting date considered remaining performance obligations. 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. Revenue related to interline transportation services that involve the services of another party, such as another LTL service provider, is reported on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. 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 cancellable 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. |
Accounting Pronouncements Adopted in 2019 | Accounting Pronouncements Adopted in 2019 In February 2016, the FASB established Topic 842, Leases Land Easement Practical Expedient for Transition to Topic 842 Codification Improvements to Topic 842, Leases Targeted Improvements The new standard became effective for the Company on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard using the effective date as its date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The new standard provided a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. As of January 1, 2019, the Company recognized additional net lease assets and operating liabilities of approximately $77 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases. Additionally, per the requirements of the new standard for measurement of the ROU, approximately $3 million of deferred rent liability was reclassified as a contra account against the ROU asset. Substantially all of the balance came from the Claims, insurance and other section of the balance sheet reported at December 31, 2018. |
Computation of Earnings Per S_2
Computation of Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 2019 2018 2019 2018 Numerator: Net income $ 37,073 $ 30,281 $ 59,332 $ 51,406 Denominator: Denominator for basic earnings per share–weighted average common shares 25,958 25,766 25,915 25,732 Effect of dilutive stock options 107 167 116 170 Effect of other common stock equivalents 341 421 342 424 Denominator for diluted earnings per share–adjusted weighted average common shares 26,406 26,354 26,373 26,326 Basic Earnings Per Share $ 1.43 $ 1.18 $ 2.29 $ 2.00 Diluted Earnings Per Share $ 1.40 $ 1.15 $ 2.25 $ 1.95 |
Debt and Financing Arrangemen_2
Debt and Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Reconciliation of Debt | At June 30, 2019 and December 31, 2018, debt consisted of the following (in thousands): June 30, 2019 December 31, 2018 Credit Agreement with Banks, described below $ 80,998 $ 20,000 Finance Leases, described below 98,881 102,859 Total debt 179,879 122,859 Less: current portion of long-term debt 18,959 18,082 Long-term debt, less current portion $ 160,920 $ 104,777 |
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 2019 $ 11,034 2020 22,068 2021 22,593 2022 20,857 2023 15,278 Thereafter 97,530 Total 189,360 Less: Amounts Representing Interest on Finance Leases 9,481 Total $ 179,879 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Summary of Lease Cost and Other Information | Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Lease Cost (in thousands) Finance Lease Cost: Amortization of right-of-use assets $ 2,875 $ 5,645 Interest on lease liabilities 987 1,787 Operating lease cost (includes variable and sublease costs as they are immaterial) 5,180 10,488 Short-term lease cost 1,473 2,453 Total lease cost $ 10,515 $ 20,373 Other Information Right-of-use assets obtained in exchange for new finance lease liabilities 5,058 5,058 Right-of-use assets obtained in exchange for new operating lease liabilities 2,248 5,266 |
Summary of Supplemental Cash Flow and Balance Sheet Information Related to Leases | Supplemental cash flow and balance sheet information related to leases was as follows: Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases 1,787 Operating cash flows from operating leases 11,019 Finance cash flows from finance leases 9,036 Weighted-average remaining lease term - finance leases (years) 4.5 Weighted-average remaining lease term - operating leases (years) 5.9 Weighted-average discount rate - finance leases 3.4 % Weighted-average discount rate - operating leases 4.7 % |
Summary of Maturity of Lease Liabilities | As of June 30, 2019, maturities of lease liabilities were as follows: Maturity of Lease Liabilities (in thousands) Operating Leases Finance Leases 2019 $ 11,540 $ 11,034 2020 18,827 22,068 2021 15,669 22,593 2022 12,450 20,857 2023 8,930 15,278 Thereafter 23,451 16,532 Total lease payments 90,867 108,362 Less: Interest 17,986 9,481 Present value of lease liabilities $ 72,881 $ 98,881 |
Summary of Future Minimum Lease Payments for Non-cancellable Operating Lease | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancellable operating leases requiring minium annual rentals payable would have been as follows (in thousands): Amount 2019 $ 21,285 2020 16,978 2021 14,159 2022 11,482 2023 8,215 Thereafter 22,531 Total $ 94,650 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jan. 01, 2019 | |
Summary of Significant Accounting Policies [Line Items] | ||
Operating Lease Right-of-Use Assets | $ 71,765 | $ 77,000 |
Operating lease liability | $ 72,881 | 77,000 |
Deferred rent liability reclassified against operating lease right of use asset | $ 3,000 | |
Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Percentage of revenue derived from transporting | 97.00% | |
Average transit time | 1 day | |
Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Average transit time | 5 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information1 (Detail) | Jun. 30, 2019 |
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-07-01 | |
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, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net income | $ 37,073 | $ 22,259 | $ 30,281 | $ 21,125 | $ 59,332 | $ 51,406 |
Denominator: | ||||||
Denominator for basic earnings per share–weighted average common shares | 25,958 | 25,766 | 25,915 | 25,732 | ||
Effect of dilutive stock options | 107 | 167 | 116 | 170 | ||
Effect of other common stock equivalents | 341 | 421 | 342 | 424 | ||
Denominator for diluted earnings per share–adjusted weighted average common shares | 26,406 | 26,354 | 26,373 | 26,326 | ||
Basic Earnings Per Share | $ 1.43 | $ 1.18 | $ 2.29 | $ 2 | ||
Diluted Earnings Per Share | $ 1.40 | $ 1.15 | $ 2.25 | $ 1.95 |
Computation of Earnings Per S_4
Computation of Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Common stock excluded from the calculation of diluted earnings per share | 113,251 | 45,150 | 113,251 | 61,233 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Jun. 30, 2019USD ($) |
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, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Estimated fair value of total debt | $ 179,700 | $ 122,000 |
Total debt | $ 179,879 | $ 122,859 |
Debt and Financing Arrangemen_3
Debt and Financing Arrangements - Summary of Reconciliation of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance Leases, described below | $ 98,881 | $ 102,859 |
Total debt | 179,879 | 122,859 |
Less: current portion of long-term debt | 18,959 | 18,082 |
Long-term debt, less current portion | 160,920 | 104,777 |
Restated Credit Agreement [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit Agreement with Banks, described below | $ 80,998 | $ 20,000 |
Debt and Financing Arrangemen_4
Debt and Financing Arrangements - Additional Information (Detail) - USD ($) | Feb. 05, 2019 | Mar. 06, 2015 | Jun. 30, 2019 | Feb. 04, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Letter of credit facility outstanding amount | $ 1,800,000 | ||||
Finance lease liability | $ 98,881,000 | $ 102,859,000 | |||
Lease expiration period | 7 years | ||||
Finance Lease Obligations [Member] | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rates for finance lease | 3.40% | 3.40% | |||
Restated Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Amendment line of credit facility expiration year and month | 2024-02 | ||||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under credit agreement | $ 300,000,000 | ||||
Amendment line of credit facility expiration year and month | 2020-03 | ||||
Additional borrowing capacity under revolving credit facility | $ 100,000,000 | $ 75,000,000 | |||
Minimum debt service coverage ratio | 125.00% | ||||
Maximum leverage ratio | 325.00% | ||||
Credit Agreement with Banks | 81,000,000 | $ 20,000,000 | |||
Letter of credit facility outstanding amount | $ 26,100,000 | $ 27,700,000 | |||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under credit agreement | $ 250,000,000 | ||||
Rate margin | 2.00% | 2.25% | |||
Letter of credit unused portion fee | 0.30% | 0.30% | |||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 1.00% | 1.125% | |||
Letter of credit unused portion fee | 0.175% | 0.20% | |||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | LIBOR Rate Margin [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 2.00% | 2.25% | |||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | LIBOR Rate Margin [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 1.00% | 1.125% | |||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | Base Rate Margin [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 0.50% | 0.50% | |||
Revolving Credit Facility [Member] | Restated Credit Agreement [Member] | Base Rate Margin [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate margin | 0.50% | 0.125% | |||
Revolving Credit Facility [Member] | Credit Agreement [Member] | Credit Agreement Before Amendments | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under credit agreement | $ 250,000,000 |
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 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instruments [Abstract] | ||
2019 | $ 11,034 | |
2020 | 22,068 | |
2021 | 22,593 | |
2022 | 20,857 | |
2023 | 15,278 | |
Thereafter | 97,530 | |
Total | 189,360 | |
Less: Amounts Representing Interest on Finance Leases | 9,481 | |
Total | $ 179,879 | $ 122,859 |
Leases - Additional Information
Leases - Additional Information (Detail) - Property and Equipment [Member] $ in Millions | Jun. 30, 2019USD ($) |
Lessee Lease Description [Line Items] | |
Finance leased assets, net | $ 116.2 |
Accumulated depreciation of finance leased assets | $ 31.7 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost and Other Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Finance Lease Cost: | ||
Amortization of right-of-use assets | $ 2,875 | $ 5,645 |
Interest on lease liabilities | 987 | 1,787 |
Operating lease cost (includes variable and sublease costs as they are immaterial) | 5,180 | 10,488 |
Short-term lease cost | 1,473 | 2,453 |
Total lease cost | 10,515 | 20,373 |
Other Information | ||
Right-of-use assets obtained in exchange for new finance lease liabilities | 5,058 | 5,058 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,248 | $ 5,266 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow and Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from finance leases | $ 1,787 | |
Operating cash flows from operating leases | 11,019 | |
Finance cash flows from finance leases | $ 9,036 | $ 7,338 |
Weighted-average remaining lease term - finance leases (years) | 4 years 6 months | |
Weighted-average remaining lease term - operating leases (years) | 5 years 10 months 24 days | |
Weighted-average discount rate - finance leases | 3.40% | |
Weighted-average discount rate - operating leases | 4.70% |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases | |||
2019 | $ 11,540 | ||
2020 | 18,827 | ||
2021 | 15,669 | ||
2022 | 12,450 | ||
2023 | 8,930 | ||
Thereafter | 23,451 | ||
Total lease payments | 90,867 | ||
Less: Interest | 17,986 | ||
Operating lease liability | 72,881 | $ 77,000 | |
Finance Leases | |||
2019 | 11,034 | ||
2020 | 22,068 | ||
2021 | 22,593 | ||
2022 | 20,857 | ||
2023 | 15,278 | ||
Thereafter | 16,532 | ||
Total lease payments | 108,362 | ||
Less: Amounts Representing Interest on Finance Leases | 9,481 | ||
Present value of lease liabilities | $ 98,881 | $ 102,859 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments for Non-cancellable Operating Lease (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 21,285 |
2020 | 16,978 |
2021 | 14,159 |
2022 | 11,482 |
2023 | 8,215 |
Thereafter | 22,531 |
Total | $ 94,650 |