Form 8-K - Current report

false000117770200011777022024-10-252024-10-25

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2024

 

 

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			0-49983	48-1229851
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11465 Johns Creek Parkway Suite 400
Johns Creek, Georgia				30097
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 770 232-5067

 

No Changes.

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		SAIA		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

 

 

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Item 2.02	Results of Operations and Financial Condition

On October 25, 2024 Saia, Inc. issued a press release announcing its third quarter 2024 results. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, of the Exchange Act, except as otherwise expressly stated in any such filing.

 

 

Item 9.01	Financial Statements and Exhibits
99.1	Press release of Saia, Inc. dated October 25, 2024 announcing results of operations.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				SAIA, INC.
		Date: October 25, 2024		/s/ Kelly W. Benton
				Kelly W. Benton
				Vice President and Chief Accounting Officer (Principal Accounting Officer)

 

 

 

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Exhibit 99.1

 

Saia Reports Third Quarter Results

 

JOHNS CREEK, GA – October 25, 2024 – Saia, Inc. (Nasdaq: SAIA), a leading transportation provider offering national less-than-truckload (LTL), non-asset truckload, expedited and logistics services, today reported third quarter 2024 financial results. Diluted earnings per share for the quarter were $3.46 compared to $3.67 in the third quarter of 2023.

 

Highlights from the third quarter operating results were as follows:

 

Third Quarter 2024 Compared to Third Quarter 2023 Results

 

•

Revenue was $842.1 million, an 8.6% increase

•

Operating income was $125.2 million, a 2.5% decrease

•

Operating ratio of 85.1% compared to 83.4%

•

LTL shipments per workday increased 8.5%

•

LTL tonnage per workday increased 7.7%

•

LTL revenue per hundredweight, excluding fuel surcharge revenue, increased 1.7%

•

LTL revenue per shipment, excluding fuel surcharge revenue, increased 0.9%

 

Saia President and CEO, Fritz Holzgrefe, commented on the quarter stating, “We are pleased with the continued progress of our footprint expansion, as we opened 11 new terminals and relocated one terminal during the third quarter. The majority of the terminals opened in the quarter were in the Great Plains states, and these locations enable us to provide direct service in and out of a geography that has historically been serviced through partner carriers. With these recent terminal openings, we are now able to provide direct service to all of the contiguous 48 states, which significantly enhances our value proposition to our customers. We remain committed to our continued investment in the customer experience. We are encouraged by early customer acceptance, and we are excited to expand our addressable market for new and existing customers.”

 

Executive Vice President and CFO, Matt Batteh, noted that, “The freight backdrop in the third quarter remained muted, and while weight per shipment was essentially flat compared to the second quarter, we continue to experience mix headwinds compared to prior year. We are pleased with the enhanced service for both new and existing customers, and with each new terminal opening, we are able to provide new solutions to customers. While there continues to be some uncertainty in the forward outlook, we remain committed to our long-term growth strategy. We are excited about the opening of our new Akron, Ohio

 

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Saia, Inc. Third Quarter 2024 Results

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terminal earlier this week, and we plan to open up to 3 additional new terminals in the fourth quarter, which would result in 21 new openings for the year. This investment in the business enables us to provide comprehensive national coverage for our customers, positioning us for long-term success.”

 

 

Financial Position and Capital Expenditures

 

We ended the third quarter of 2024 with $14.4 million of cash on hand and total debt of $191.0 million, which compares to $249.3 million of cash on hand and total debt of $18.9 million at September 30, 2023.

 

Net capital expenditures were $873.2 million during the first nine months of 2024, compared to $338.4 million in net capital expenditures during the first nine months of 2023. Capital expenditures through the third quarter include $235.7 million to secure properties as part of the Yellow Corporation auction process. In 2024, we anticipate that net capital expenditures will be approximately $1 billion, subject to ongoing evaluation of market conditions.

 

Conference Call

 

Management will hold a conference call to discuss quarterly results today at 10:00 a.m. Eastern Time. To participate in the call, please dial 1-800-715-9871 or 1-646-307-1963 referencing conference ID #7664986. Callers should dial in five to ten minutes in advance of the conference call. This call will be webcast live via the Company website at www.saia.com/about-us/investor-relations/financial-releases. A replay of the call will be offered two hours after the completion of the call through November 24, 2024 at 11:59 P.M. Eastern Time. The replay will be available by dialing 1-800-770-2030 or 1-609-800-9909 referencing conference ID #7664986.

 

Saia, Inc. (NASDAQ: SAIA) offers customers a wide range of less-than-truckload, non-asset truckload, expedited and logistics services. With headquarters in Georgia, Saia LTL Freight operates 211 terminals with national service. For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations.

 

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This news release may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this news release and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, (1)

 

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Saia, Inc. Third Quarter 2024 Results

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general economic conditions including downturns or inflationary periods in the business cycle; (2) operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; (3) industry-wide external factors largely out of our control; (4) cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel; (5) inflationary increases in operating expenses and corresponding reductions of profitability; (6) cost and availability of diesel fuel and fuel surcharges; (7) cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; (8) failure to successfully execute the strategy to expand our service geography; (9) unexpected liabilities resulting from the acquisition of real estate assets; (10) costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks; (11) failure to keep pace with technological developments; (12) liabilities and costs arising from the use of artificial intelligence; (13) labor relations, including the adverse impact should a portion of our workforce become unionized; (14) cost, availability and resale value of real property and revenue equipment; (15) supply chain disruption and delays on new equipment delivery; (16) capacity and highway infrastructure constraints; (17) risks arising from international business operations and relationships; (18) seasonal factors, harsh weather and disasters caused by climate change; (19) economic declines in the geographic regions or industries in which our customers operate; (20) the creditworthiness of our customers and their ability to pay for services; (21) our need for capital and uncertainty of the credit markets; (22) the possibility of defaults under our debt agreements, including violation of financial covenants; (23) inaccuracies and changes to estimates and assumptions used in preparing our financial statements; (24) failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses; (25) dependence on key employees; (26) employee turnover from changes to compensation and benefits or market factors; (27) increased costs of healthcare benefits; (28) damage to our reputation from adverse publicity, including from the use of or impact from social media; (29) failure to make future acquisitions or to achieve acquisition synergies; (30) the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future; (31) the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation; (32) the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations; (33) unforeseen costs from new and existing data privacy laws; (34) costs from new and existing laws regarding how to classify workers; (35) changes in accounting and financial standards or practices; (36) widespread outbreak of an illness or any other communicable disease; (37) international conflicts and geopolitical instability; (38) increasing investor and customer sensitivity to social and sustainability issues, including climate change; (39) provisions in our governing documents and Delaware law that may have anti-takeover effects; (40) issuances of equity that would dilute stock ownership; (41) weakness, disruption or loss of confidence in financial or credit markets; and (42) other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this news release. We are

 

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Saia, Inc. Third Quarter 2024 Results

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under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

 

# # #

CONTACT: Saia, Inc.

Matthew Batteh

Executive Vice President and Chief Financial Officer

[e-mail]

 

 

 

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Saia, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
		September 30, 2024		December 31, 2023
Assets
Current Assets:
Cash and cash equivalents		$14,405		$296,215
Accounts receivable, net		372,396		311,742
Prepaid expenses and other		50,546		40,737
Total current assets		437,347		648,694
Property and Equipment:
Cost		3,704,281		2,881,800
Less: accumulated depreciation		1,222,373		1,118,492
Net property and equipment		2,481,908		1,763,308
Operating Lease Right-of-Use Assets		121,336		118,734
Other Assets		41,533		52,829
Total assets		$3,082,124		$2,583,565
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable		$161,241		$141,877
Wages, vacation and employees' benefits		70,613		75,514
Other current liabilities		82,379		68,735
Current portion of long-term debt		6,761		10,173
Current portion of operating lease liability		25,679		25,757
Total current liabilities		346,673		322,056
Other Liabilities:
Long-term debt, less current portion		184,202		6,315
Operating lease liability, less current portion		92,325		96,462
Deferred income taxes		161,867		155,841
Claims, insurance and other		65,572		61,397
Total other liabilities		503,966		320,015
Stockholders' Equity:
Common stock		27		27
Additional paid-in capital		291,319		285,092
Deferred compensation trust		(7,877)		(5,679)
Retained earnings		1,948,016		1,662,054
Total stockholders' equity		2,231,485		1,941,494
Total liabilities and stockholders' equity		$3,082,124		$2,583,565

 

 

 

 

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Saia, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Quarters and Nine Months Ended September 30, 2024 and 2023
(Amounts in thousands, except per share data)
(Unaudited)
		Third Quarter				Nine Months
		2024		2023		2024		2023
Operating Revenue		$842,103		$775,144		$2,420,122		$2,130,301
Operating Expenses:
Salaries, wages and employees' benefits		398,134		344,605		1,112,087		955,449
Purchased transportation		65,584		76,746		179,138		173,244
Fuel, operating expenses and supplies		158,733		144,282		475,935		419,397
Operating taxes and licenses		19,942		17,018		59,401		51,540
Claims and insurance		19,274		18,024		55,565		49,039
Depreciation and amortization		54,656		45,618		156,041		133,156
Other operating, net		609		416		1,279		643
Total operating expenses		716,932		646,709		2,039,446		1,782,468
Operating Income		125,171		128,435		380,676		347,833
Nonoperating (Income) Expenses:
Interest expense		2,997		454		5,951		1,600
Interest income		(45)		(2,423)		(910)		(3,050)
Other, net		(460)		157		(1,574)		(1,336)
Nonoperating (income) expenses, net		2,492		(1,812)		3,467		(2,786)
Income Before Income Taxes		122,679		130,247		377,209		350,619
Income Tax Provision		29,931		32,034		91,247		84,990
Net Income		$92,748		$98,213		$285,962		$265,629
Weighted average common shares outstanding - basic		26,695		26,644		26,686		26,626
Weighted average common shares outstanding - diluted		26,789		26,779		26,785		26,755
Basic earnings per share		$3.47		$3.69		$10.72		$9.98
Diluted earnings per share		$3.46		$3.67		$10.68		$9.93

 

 

 

 

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Saia, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2024 and 2023
(Amounts in thousands)
(Unaudited)
		Nine Months
		2024		2023
Operating Activities:
Net cash provided by operating activities		$418,963		$416,268
Net cash provided by operating activities		418,963		416,268
Investing Activities:
Acquisition of property and equipment		(875,302)		(340,528)
Proceeds from disposal of property and equipment		2,079		2,141
Other		4,999		1,379
Net cash used in investing activities		(868,224)		(337,008)
Financing Activities:
Borrowing of revolving credit facility, net		83,000		–
Borrowing of private shelf agreement		100,000		–
Proceeds from stock option exercises		2,033		4,791
Shares withheld for taxes		(8,820)		(9,126)
Other financing activity		(8,762)		(13,053)
Net cash provided by (used in) financing activities		167,451		(17,388)
Net (Decrease) Increase in Cash and Cash Equivalents		(281,810)		61,872
Cash and Cash Equivalents, beginning of period		296,215		187,390
Cash and Cash Equivalents, end of period		$14,405		$249,262

 

 

 

 

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Saia, Inc. and Subsidiaries
Financial Information
For the Quarters Ended September 30, 2024 and 2023
(Unaudited)
								Third Quarter
		Third Quarter				%		Amount/Workday				%
		2024		2023		Change		2024		2023		Change
Workdays								64		63
Operating ratio		85.1%		83.4%
LTL tonnage (1)		1,605		1,467		9.4		25.08		23.29		7.7
LTL shipments (1)		2,379		2,158		10.2		37.17		34.25		8.5
LTL revenue/cwt.		$25.64		$25.87		(0.9)
LTL revenue/cwt., excluding fuel surcharge		$21.75		$21.39		1.7
LTL revenue/shipment		$345.93		$351.64		(1.6)
LTL revenue/shipment, excluding fuel surcharge		$293.39		$290.79		0.9
LTL pounds/shipment		1,349		1,360		(0.8)
LTL length of haul (2)		890		896		(0.7)
(1)	In thousands.
(2)	In miles.
Note:	LTL operating statistics exclude transportation and logistics services where pricing is generally not determined by weight. The LTL operating statistics also exclude the adjustment required for financial statement purposes in accordance with the Company's revenue recognition policy.

 

 

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Document And Entity Information	Oct. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2024
Entity Registrant Name	SAIA, INC.
Entity Central Index Key	0001177702
Entity Emerging Growth Company	false
Entity File Number	0-49983
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	48-1229851
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
Entity Information, Former Legal or Registered Name	No Changes.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	SAIA
Security Exchange Name	NASDAQ

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