e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 0-49983
SAIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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48-1229851 |
(State of incorporation)
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(I.R.S. Employer Identification No.) |
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11465 Johns Creek Parkway, Suite 400
Johns Creek, GA
(Address of principal
executive offices)
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30097
(Zip Code) |
(770) 232-5067
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes o No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Common Stock |
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Outstanding Shares at April 28, 2011 |
Common Stock, par value $.001 per share |
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15,925,551 |
SAIA, INC. AND SUBSIDIARY
INDEX
Item 1. Financial Statements
Saia, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(unaudited)
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March 31, |
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December 31, |
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2011 |
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2010 |
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(in thousands, except share and per share data) |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
22,001 |
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$ |
29,045 |
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Accounts receivable, net |
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110,672 |
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94,569 |
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Prepaid expenses and other |
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30,682 |
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29,882 |
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Total current assets |
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163,355 |
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153,496 |
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Property and Equipment, at cost |
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615,281 |
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610,572 |
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Less-accumulated depreciation |
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327,542 |
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319,634 |
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Net property and equipment |
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287,739 |
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290,938 |
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Identifiable Intangibles, net |
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1,743 |
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1,840 |
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Other Noncurrent Assets |
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5,671 |
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5,883 |
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Total assets |
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$ |
458,508 |
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$ |
452,157 |
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Liabilities and Stockholders Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
38,162 |
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$ |
37,745 |
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Wages, vacation and employees benefits |
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20,985 |
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19,101 |
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Other current liabilities |
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32,804 |
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31,777 |
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Current portion of long-term debt |
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17,143 |
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17,143 |
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Total current liabilities |
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109,094 |
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105,766 |
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Other Liabilities: |
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Long-term debt, less current portion |
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72,857 |
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72,857 |
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Deferred income taxes |
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39,077 |
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39,077 |
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Claims, insurance and other |
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29,529 |
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28,099 |
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Total other liabilities |
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141,463 |
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140,033 |
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Commitments and Contingencies |
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Stockholders Equity: |
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Preferred stock, $0.001 par value, 50,000 shares authorized,
none issued and outstanding |
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Common stock, $0.001 par value, 50,000,000 shares authorized,
15,925,551 and 15,900,245 shares issued and outstanding at
March 31, 2011 and December 31, 2010, respectively |
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16 |
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16 |
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Additional paid-in-capital |
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203,087 |
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202,751 |
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Deferred compensation trust, 135,899 and 169,344 shares of
common stock at cost at March 31, 2011 and
December 31, 2010, respectively |
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(2,183 |
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(2,727 |
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Retained earnings |
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7,031 |
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6,318 |
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Total stockholders equity |
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207,951 |
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206,358 |
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Total liabilities and stockholders equity |
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$ |
458,508 |
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$ |
452,157 |
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See accompanying notes to condensed consolidated financial statements.
3
Saia, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
For the quarters ended March 31, 2011 and 2010
(unaudited)
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First Quarter |
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2011 |
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2010 |
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(in thousands, except per share data) |
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Operating Revenue |
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$ |
243,018 |
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$ |
212,224 |
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Operating Expenses: |
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Salaries, wages and employees benefits |
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122,740 |
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117,464 |
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Purchased transportation |
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21,066 |
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17,435 |
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Fuel, operating expenses and supplies |
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69,941 |
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55,902 |
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Operating taxes and licenses |
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9,357 |
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9,214 |
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Claims and insurance |
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7,252 |
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5,085 |
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Depreciation and amortization |
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8,573 |
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9,305 |
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Operating gains, net |
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(1 |
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(56 |
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Total operating expenses |
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238,928 |
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214,349 |
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Operating Income (Loss) |
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4,090 |
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(2,125 |
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Nonoperating Expenses: |
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Interest expense |
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2,998 |
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3,073 |
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Other, net |
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(91 |
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(315 |
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Nonoperating expenses, net |
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2,907 |
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2,758 |
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Income (Loss) Before Income Taxes |
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1,183 |
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(4,883 |
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Income Tax Provision (Benefit) |
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470 |
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(1,660 |
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Net Income (Loss) |
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$ |
713 |
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$ |
(3,223 |
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Weighted average common shares outstanding basic |
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15,768 |
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15,697 |
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Weighted average common shares outstanding diluted |
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16,119 |
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15,697 |
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Basic Earnings (Loss) Per Share |
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$ |
0.05 |
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$ |
(0.21 |
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Diluted Earnings (Loss) Per Share |
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$ |
0.04 |
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$ |
(0.21 |
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See accompanying notes to condensed consolidated financial statements.
4
Saia, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
For the quarters ended March 31, 2011 and 2010
(unaudited)
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First Quarter |
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2011 |
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2010 |
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(in thousands) |
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Operating Activities: |
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Net income (loss) |
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$ |
713 |
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$ |
(3,223 |
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Noncash items included in net income (loss): |
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Depreciation and amortization |
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8,573 |
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9,210 |
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Other, net |
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742 |
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1,035 |
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Changes in operating assets and liabilities, net |
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(11,027 |
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(9,333 |
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Net cash used in operating activities |
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(999 |
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(2,311 |
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Investing Activities: |
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Acquisition of property and equipment |
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(6,106 |
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(122 |
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Proceeds from disposal of property and equipment |
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61 |
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59 |
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Net cash used in investing activities |
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(6,045 |
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(63 |
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Financing Activities: |
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Net cash provided by (used in) financing activities |
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Net Decrease in Cash and Cash Equivalents |
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(7,044 |
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(2,374 |
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Cash and cash equivalents, beginning of period |
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29,045 |
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8,746 |
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Cash and cash equivalents, end of period |
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$ |
22,001 |
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$ |
6,372 |
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See accompanying notes to condensed consolidated financial statements.
5
Saia, Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of
Saia, Inc. and its wholly-owned regional transportation subsidiary, Saia Motor Freight Line, LLC
(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 statements of
financial position, results of operations 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 Companys Annual Report on Form 10-K for the year ended December 31, 2010.
Operating results for the quarter ended March 31, 2011 are not necessarily indicative of the
results of operations that may be expected for the year ended December 31, 2011.
Business
The Company provides regional and interregional less-than-truckload (LTL) services and selected
longer haul LTL along with guaranteed, expedited and limited truckload (TL) service solutions to a
broad base of customers across the United States through its wholly-owned subsidiary, Saia Motor
Freight Line, LLC (Saia Motor Freight).
New Accounting Pronouncements
There are no new accounting pronouncements pending adoption as of March 31, 2011 that the Company
believes would have a significant impact on its condensed consolidated financial statements.
(2) Computation of Earnings (Loss) Per Share
The calculation of basic earnings (loss) per common share and diluted earnings (loss) per common
share was as follows (in thousands, except per share amounts):
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First Quarter |
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2011 |
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2010 |
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Numerator: |
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Net income (loss ) |
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$ |
713 |
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$ |
(3,223 |
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Denominator: |
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Denominator for basic earnings (loss) per
shareweighted average common shares |
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15,768 |
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15,697 |
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Effect of dilutive stock options |
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45 |
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Effect of other common stock equivalents |
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306 |
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Denominator for diluted earnings (loss ) per
share adjusted weighted average common shares |
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16,119 |
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15,697 |
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Basic Earnings (Loss) Per Share |
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$ |
0.05 |
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$ |
(0.21 |
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Diluted Earnings (Loss) Per Share |
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$ |
0.04 |
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$ |
(0.21 |
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6
Due to the net loss for the quarter ended March 31, 2010, options and other common stock
equivalents of 311,033 shares, which would have been dilutive, were excluded from the calculation
of diluted loss per share. For the quarters ended March 31, 2011 and 2010, respectively, options
for 234,820 and 395,616 shares were excluded from the calculation of diluted earnings per share
because their effect was anti-dilutive.
(3) Commitments and Contingencies
California Labor Code Litigation. The Company is a defendant in a lawsuit originally filed in July
2007 in California state court on behalf of California dock workers alleging various violations of
state labor laws. In August 2007, the case was removed to the United States District Court for the
Central District of California. The claims include the alleged failure of the Company to provide
rest and meal breaks and the alleged failure to reimburse the employees for the cost of work shoes,
among other claims. In January 2008, the parties negotiated a conditional class-wide settlement
under which the Company would pay $0.8 million to settle these claims. This pre-certification
settlement is subject to court approval. In March 2008, the District Court denied preliminary
approval and the named Plaintiff filed a petition with the United States Court of Appeals for the
Ninth Circuit seeking permission to appeal this ruling. On October 8, 2010, the Court of Appeals
issued a memorandum vacating the District Courts decision and remanding the matter to the District
Court for reconsideration of the Plaintiffs motion for preliminary approval of the settlement.
The proposed settlement is reflected as a liability of $0.8 million at March 31, 2011 and December
31, 2010.
The Company is a defendant in a lawsuit filed on September 21, 2010 in the Superior Court of the
State of California, County of Bernardino. The lawsuit was brought by a former line driver seeking
to represent himself and similarly-situated putative class members in connection with his claims
alleging various violations of state labor laws. The claims include the alleged failure of the
Company to provide rest and meal breaks and the alleged failure to compensate for all time worked.
The plaintiff also seeks to recover civil penalties on behalf of California in connection with
alleged California Labor Code violations pursuant to the Private Attorney General Statute and is
seeking class action certification. We have denied any liability and intend to vigorously defend
ourselves in opposing the liability claims and class action certification. Given the nature and
status of the claims, we cannot yet determine the amount or a reasonable range of potential loss,
if any.
Other. The Company is subject to legal proceedings that arise in the ordinary course of its
business. In the opinion of management, the aggregate liability, if any, with respect to these
actions will not have a material adverse effect on our consolidated financial position but could
have a material adverse effect on the results of operations in a quarter or annual period.
(4) Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash and cash equivalents, accounts
receivable, accounts payable and short-term debt approximated fair value as of March 31, 2011 and
December 31, 2010 because of the relatively short maturity of these instruments. Based on the
borrowing rates currently available to the Company for debt with similar items and remaining
maturities the estimated fair value of total debt at March 31, 2011 and December 31, 2010 was $94.9
million and $97.7 million, respectively, based upon level two in the fair value hierarchy. The
carrying value of the debt was $90.0 million at March 31, 2011 and December 31, 2010.
7
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This Managements Discussion and Analysis should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and our 2010 audited consolidated financial
statements included in the Companys Annual Report on Form 10-K for the year ended December 31,
2010. Those consolidated financial statements include additional information about our significant
accounting policies, practices and the transactions that underlie our financial results.
Forward-Looking Statements
The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking
information so that investors can better understand the future prospects of a company and make
informed investment decisions. This Quarterly Report on Form 10-Q contains these types of
statements, which are forward-looking within the meaning of the Securities Litigation Reform Act
of 1995. Words such as anticipate, estimate, expect, project, intend, may, plan,
predict, believe, should and similar words or expressions are intended to identify
forward-looking statements. Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company
undertakes no obligation to update or revise any forward-looking statements. All forward-looking
statements reflect the present expectation of future events of our management 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,
assumptions and uncertainties include, but are not limited to, general economic conditions
including downturns in the business cycle; the creditworthiness of our customers and their ability
to pay for services; competitive initiatives and pricing pressures, including in connection with
fuel surcharge; the Companys need for capital and uncertainty of the current credit markets; the
possibility of defaults under the Companys debt agreements (including violation of financial
covenants); possible issuance of equity which would dilute stock ownership; indemnification
obligations associated with the 2006 sale of Jevic Transportation, Inc.; the effect of litigation
including class action lawsuits; cost and availability of qualified drivers, fuel, purchased
transportation, real property, revenue equipment and other assets; governmental regulations,
including but not limited to Hours of Service, engine emissions, the Compliance, Safety,
Accountability (CSA) initiative, compliance with legislation requiring companies to evaluate their
internal control over financial reporting, changes in interpretation of accounting principles and
Homeland Security; dependence on key employees; inclement weather; labor relations, including the
adverse impact should a portion of the Companys workforce become unionized; effectiveness of
Company-specific performance improvement initiatives; terrorism risks; self-insurance claims and
other expense volatility; increased costs as a result of recently-enacted healthcare reform
legislation and other financial, operational and legal risks and uncertainties detailed from time
to time in the Companys SEC filings. These factors and risks are described in Item 1A. Risk
Factors of the Companys Annual Report on Form 10-K for the year ended December 31, 2010, as
updated by Item 1A. of this Quarterly Report on Form 10-Q.
As a result of these and other factors, no assurance can be given as to our future results and
achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of
future events or circumstances and those future events or circumstances may not occur.
Executive Overview
The Companys business is highly correlated to non-service sectors of the general economy. The
Companys priorities are focused on increasing volume within existing geographies while managing
both the mix and yield of business to achieve increased profitability. The Companys business is
labor intensive, capital intensive and service sensitive. The Company looks for opportunities to
improve cost effectiveness, safety and asset utilization (primarily tractors and trailers). The
pricing initiatives that were implemented in 2010 and continued through the first quarter of 2011
had a positive impact on yield and profitability. The Company continues to execute targeted sales
and marketing programs along with initiatives to align costs with volumes and improve customer
satisfaction. Technology continues to be important in supporting customer needs, operating
management and yield. The 2010 improved route design provided savings in fuel and reduced mileage
and the manpower planning tools contributed to productivity and reduced overtime. The Companys
operating revenue increased by 14.5 percent in first quarter of 2011 compared to the same period in
2010. The increase resulted primarily from increases in tonnage, improved yield from pricing
actions and higher fuel surcharge.
8
Consolidated operating income was $4.1 million for the first quarter of 2011 compared to
consolidated operating loss of $2.1 million in the first quarter of 2010. In the first quarter of
2011, LTL tonnage per workday was up 3.9 percent versus the prior year quarter. Diluted earnings
per share was $0.04 in the first quarter of 2011, compared to a loss per share of $0.21 in the
prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 98.3
percent in the first quarter of 2011. This compares to 101.0 percent in the first quarter of 2010.
The Company had $1.0 million in cash used by operating activities through the first three months of
2011 compared with cash used in the amount of $2.3 million in the prior-year period. The Company
had net cash used in investing activities of $6.0 million during the first three months of 2011 for
the purchase of property and equipment compared to $0.1 million in the first three months of 2010.
The Companys cash provided and/or used by financing activities during the first three months of
2011 and 2010 was zero. The Company had no borrowings under its revolving credit agreement,
outstanding letters of credit of $49.7 million and cash and cash equivalents balance of $22.0
million at March 31, 2011. The Company was in compliance with the debt covenants under its debt
agreements at March 31, 2011.
General
The following Managements Discussion and Analysis describes the principal factors affecting the
results of operations, liquidity and capital resources, as well as the critical accounting policies
of Saia, Inc. and Subsidiary (also referred to as Saia or the Company).
The Company is an asset-based transportation company based in Johns Creek, Georgia providing
regional and interregional LTL services and selected longer haul LTL along with guaranteed,
expedited and limited TL service solutions to a broad base of customers across the United States
through its wholly owned subsidiary, Saia Motor Freight Line, LLC (Saia Motor Freight).
Our business is highly correlated to non-service sectors of the general economy. It also is
impacted by a number of other factors discussed under Forward Looking Statements and Item 1A.
Risk Factors. The key factors that affect our operating results are the volumes of shipments
transported through our network, as measured by our average daily shipments and tonnage; the prices
we obtain for our services, as measured by revenue per hundredweight (a measure of yield) and
average revenue per shipment; our ability to manage our cost structure for capital expenditures and
operating expenses such as salaries, wages and benefits; purchased transportation; claims and
insurance expense; fuel and maintenance; and our ability to match operating costs to shifting
volume levels. Fuel surcharges have remained in effect for several years and are a significant
component of revenue and pricing. Fuel surcharges are an integral part of annual customer contract
renewals which blur the distinction between base price increases and recoveries under the fuel
surcharge program.
9
Results of Operations
Saia, Inc. and Subsidiary
Selected Results of Operations and Operating Statistics
For the quarters ended March 31, 2011 and
2010
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
|
|
|
|
|
Variance |
|
|
|
2011 |
|
|
2010 |
|
|
'11 v. '10 |
|
|
|
(in thousands, except ratios and revenue |
|
|
|
per hundredweight) |
|
Operating Revenue |
|
$ |
243,018 |
|
|
$ |
212,224 |
|
|
|
14.5 |
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, wages and employees benefits |
|
|
122,740 |
|
|
|
117,464 |
|
|
|
4.5 |
|
Purchased transportation |
|
|
21,066 |
|
|
|
17,435 |
|
|
|
20.8 |
|
Depreciation and amortization |
|
|
8,573 |
|
|
|
9,305 |
|
|
|
(7.9 |
) |
Fuel and other operating expenses |
|
|
86,549 |
|
|
|
70,145 |
|
|
|
23.4 |
|
Operating Income (Loss) |
|
|
4,090 |
|
|
|
(2,125 |
) |
|
|
n/a |
|
Operating Ratio |
|
|
98.3 |
% |
|
|
101.0 |
% |
|
|
(2.7 |
) |
Nonoperating Expense |
|
|
2,907 |
|
|
|
2,758 |
|
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital (as of March 31, 2011 and 2010) |
|
|
54,261 |
|
|
|
39,564 |
|
|
|
|
|
Cash Flows used in Operations |
|
|
(999 |
) |
|
|
(2,311 |
) |
|
|
|
|
Net Acquisitions of Property and Equipment |
|
|
6,045 |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
LTL Tonnage |
|
|
906 |
|
|
|
858 |
|
|
|
5.6 |
|
Total Tonnage |
|
|
1,081 |
|
|
|
1,021 |
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTL Shipments |
|
|
1,609 |
|
|
|
1,551 |
|
|
|
3.8 |
|
Total Shipments |
|
|
1,634 |
|
|
|
1,574 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTL Revenue per hundredweight |
|
$ |
12.47 |
|
|
$ |
11.52 |
|
|
|
8.2 |
|
Total Revenue per hundredweight |
|
$ |
11.28 |
|
|
$ |
10.41 |
|
|
|
8.3 |
|
Quarter ended March 31, 2011 vs. Quarter ended March 31, 2010
Revenue and volume
Consolidated revenue increased 14.5 percent to $243.0 million as a result of increased tonnage
along with increased yield due to higher fuel surcharges and measured pricing actions.
Improvements in the environment during 2010 permitted the Company to implement measured pricing
actions to improve yield. These pricing initiatives that were initially implemented in 2010 had a
positive impact on yield and profitability in the first quarter of 2011. During the first quarter
of 2011, the increase in fuel surcharge revenue was more than the increase in fuel expense compared
to the same quarter last year.
Saias LTL revenue per hundredweight (a measure of yield) increased 8.2 percent to $12.47 per
hundredweight for the first quarter of 2011 due to the increased rates and impact of higher fuel
surcharge. Saias LTL tonnage increased 5.6 percent to 0.9 million tons and LTL shipments
increased 3.8 percent to 1.6 million shipments. Approximately 70 percent of Saias operating
revenue is subject to specific customer price adjustment negotiations that occur throughout the
year. The remaining 30 percent of operating revenue is subject to an annual general rate increase.
On October 15, 2010, Saia implemented a 5.9 percent general rate increase for customers comprising
this 30 percent of operating revenue. Competitive factors, customer turnover and mix changes,
among other things, impact the extent to which customer rate increases are retained over time.
10
Operating expenses and operating income (loss)
Consolidated operating income was $4.1 million in the first quarter of 2011 compared to operating
loss of $2.1 million in the prior year quarter. Overall, the operations were favorably impacted by
increased tonnage and measured pricing actions but unfavorably impacted by unusually harsh winter
weather. The first quarter 2011 operating ratio (operating expenses divided by operating revenue)
was 98.3 compared to 101.0 for the same period in 2010. Higher fuel prices and fuel volumes
resulted in $11.2 million of the increase in fuel, operating expenses and supplies. Additionally,
a $2.3 million increase in fleet maintenance costs contributed to the increase in fuel, operating
expenses and supplies. During the first quarter of 2011, accident expense was $2.1 million higher
than the previous year quarter due to increased accident severity. The Company can experience
volatility in accident expense as a result of its self-insurance structure and $2.0 million
retention limits per occurrence. Purchased transportation expense increased $3.6 million
reflecting increased utilization due to higher volumes, adjustments to changes in freight flow and
higher fuel surcharges.
Other
Substantially all non-operating expenses represent interest expense. The interest expense in first
quarter 2011 was lower due to lower borrowings and scheduled principal payments. The effective tax
rate was 39.7 percent for the quarter ended March 31, 2011 compared to 34.0 percent for the quarter
ended March 31, 2010 reflecting the impact of state income taxes due to improved earnings for 2011
versus a loss in 2010 and increased tax credits in 2011.
Net income was $0.7 million or $0.04 per diluted share in the first quarter of 2011 compared to a
net loss of $3.2 million, or $0.21 per share, in the first quarter of 2010.
Working capital/capital expenditures
Working capital at March 31, 2011 was $54.3 million which increased from working capital at March
31, 2010 of $39.6 million. This increase was primarily due to increases in current assets of $17.8
million which includes increases in cash and cash equivalents along with accounts receivable
partially offset by an increase in current liabilities of $3.1 million which included an increase
in current portion of long-term debt partially offset by a decrease in accounts payable. Cash
flows used in operating activities for continuing operations were $1.0 million for the three months
ended March 31, 2011 versus $2.3 million used in operating activities for the three months ended
March 31, 2010. For the three months ended March 31, 2011, cash used in investing activities was
$6.0 million versus $0.1 million in the prior-year period due to higher property and equipment
purchases. For the three months ended March 31, 2011 and 2010, cash provided by and/or used in
financing activities was zero.
Outlook
Our business remains highly correlated to the general economy and competitive pricing pressures, as
well as the success of Company-specific improvement initiatives. While improved, there remains
uncertainty as to the timing and strength of economic recovery through 2011. We are continuing
initiatives to increase yield, to reduce costs and increase productivity. We continue to focus on
providing top quality service and improving safety performance. If significant competitors were to
cease operations and their capacity leave the market, current industry excess capacity conditions
could improve. However, there can be no assurance that any industry consolidation will indeed
happen or if such consolidation occurs that it will materially improve the excess industry
capacity.
The Company continues to pursue revenue and cost initiatives to improve profitability. Planned
revenue initiatives include, but are not limited to, building density in our current geography,
targeted marketing initiatives to grow revenue in more profitable segments, as well as pricing and
yield management. On October 15, 2010, Saia implemented a 5.9 percent general rate increase for
customers comprising approximately 30 percent of Saias operating revenue. The extent of success
of these revenue initiatives is impacted by what proves to be the underlying economic trends,
competitor initiatives and other factors discussed under Forward-Looking Statements and Item 1A.
Risk Factors.
Planned cost management initiatives include, but are not limited to, seeking gains in productivity
and asset utilization that collectively are designed to offset anticipated inflationary unit cost
increases in healthcare, workers compensation and all the other expense categories. Specific cost
initiatives include linehaul routing optimization, reduction of utilization of purchased
transportation, and utilization of in-cab technology. The following cost reductions taken in 2009
are subject to reinstatement in the future: the suspension of the
11
Companys 401(k) match, one-half
of which was reinstated effective April 1, 2011; effective reduction in
compensation equal to ten percent of salary for the Companys leadership team and a five percent
wage reduction for hourly, linehaul and salaried employees in operations, maintenance and
administration; and the ten percent reduction in the annual retainer and meeting fees paid to the
non-employee members of the Companys Board of Directors. If the Company builds market share,
there are numerous operating leverage cost benefits. Conversely, should the economy soften from
present levels, the Company plans to attempt to match resources and capacity to shifting volume
levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is
also impacted by the cost and availability of drivers and purchased transportation, fuel, insurance
claims, regulatory changes, successful implementation of profit improvement initiatives and other
factors discussed under Forward-Looking Statements and Risk Factors.
See Forward-Looking Statements and Item 1A. Risk Factors for a more complete discussion of
potential risks and uncertainties that could materially affect our future performance.
New Accounting Pronouncements
There are no new accounting pronouncements pending adoption as of March 31, 2011 that the Company
believes would have a significant impact on its consolidated financial position or results of
operations.
Financial Condition
The Companys 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 (Restated Credit Agreement) with a group of
banks to fund capital investments, letters of credit and working capital needs. The facility
provides up to $120 million in availability, subject to a borrowing base. The Company is also
party to a long-term note agreement (Restated Master Shelf Agreement). The Company entered into
amendments in June and December 2009 to both agreements obtaining financial covenant relief through
March 31, 2011. Pursuant to those amendments, the Company agreed to increases in interest rates,
letter of credit fees and certain other fees and pledged certain real estate and facilities,
tractors and trailers, accounts receivable and other assets to secure indebtedness under both
agreements.
Simultaneously with the December 2009 amendments, the Company issued 2,310,000 shares of common
stock in a private placement which generated approximately $24.9 million in net proceeds. Proceeds
were used primarily to prepay in December 2009 approximately $17.5 million in indebtedness and $7.0
million in scheduled interest payments in December 2009 that were otherwise due under the Restated
Master Shelf Agreement in 2010.
Restated Credit Agreement
The December 2009 amendment to the Restated Credit Agreement reduced the revolving credit facility
from $160 million to $120 million and resulted in debt issuance cost expense of $0.5 million in the
fourth quarter of 2009. The Company also agreed as part of that amendment to prepay $2.0 million
in estimated letter of credit fees otherwise payable in 2010. The Restated Credit Agreement is
subject to a borrowing base described below and matures on January 28, 2013.
Under the Restated Credit Agreement, interest rate margins on revolving credit loans, fees on
letters of credit and the unused portion fee increased from the interest rate margins and fees in
place prior to the 2009 amendments but continue to be based on the Companys leverage ratio. Prior
to the June 2009 amendment, the LIBOR rate margin and letter of credit fee ranged from 62.5 basis
points to 162.5 basis points, the base rate margin ranged from minus 100 basis points to zero basis
points and the unused portion fee ranged from 15 basis points to 25 basis points. As a result of
the June 2009 amendment (effective as of June 26, 2009), the LIBOR rate margin and letter of credit
fee range from 275 basis points to 400 basis points, the base rate margin ranges from 50 basis
points to 175 basis points and the unused portion fee ranges from 40 basis points to 50 basis
points. The Restated Credit Agreement provides for a 3.0% interest rate floor.
The Restated Credit Agreement, as amended in December 2009, provides relief from certain financial
covenants through March 31, 2011 after which time they return to previous levels. Under the
Restated Credit Agreement, the Company must maintain certain financial covenants including a
minimum fixed charge coverage ratio, a leverage ratio, an adjusted leverage ratio and a minimum
tangible net worth, among others. Total bank
12
commitments under the Restated Credit Agreement are $120 million subject to a borrowing base
calculated utilizing certain property, equipment and accounts receivable as defined in the Restated
Credit Agreement.
At March 31, 2011, the Company had no borrowings and $49.7 million in letters of credit outstanding
under the Restated Credit Agreement. At March 31, 2010, the Company had no borrowings and $55.1
million in letters of credit outstanding under the Restated Credit Agreement. The available
portion of the Restated Credit Agreement may be used for general corporate purposes, including
future capital expenditures, working capital and letter of credit requirements as needed.
Restated Master Shelf Agreement
On September 20, 2002, the Company issued $100 million in Senior Notes under a $125 million
(amended to $150 million in April 2005) Master Shelf Agreement with Prudential Investment
Management, Inc. and certain of its affiliates. The Company issued another $25 million in Senior
Notes on November 30, 2007 and $25 million in Senior Notes on January 31, 2008 under the same
Master Shelf Agreement.
The initial $100 million Senior Notes have an initial fixed interest rate of 7.38 percent.
Payments due under the $100 million Senior Notes were interest only until June 30, 2006 and at that
time semi-annual principal payments began with the final payment due December 2013. The November
2007 issuance of $25 million Senior Notes has an initial fixed interest rate of 6.14 percent. The
January 2008 issuance of $25 million Senior Notes has an initial fixed interest rate of 6.17
percent. Payments due for both $25 million issuances will be interest only until June 30, 2011 and
at that time semi-annual principal payments will begin with the final payments due January 1, 2018.
Under the terms of the Senior Notes, the Company must maintain certain financial covenants
including a minimum fixed charge coverage ratio, a leverage ratio, an adjusted leverage ratio and a
minimum tangible net worth, among others.
In connection with the December 2009 amendment of the Master Shelf Agreement, the Company prepaid
in December 2009 the principal and interest on the Senior Notes otherwise due and payable during
2010, at the then current interest rates. This resulted in no current portion due in 2010 and
prepaid interest included in prepaid expenses. In addition, the interest rate on the Senior Notes
increased to 9.75% in the first quarter of 2011. The interest rate on those notes may return to the
original rates when the Company is in compliance with the original financial covenants on or after
the second quarter of 2011.
Other
At March 31, 2011, YRC Worldwide Inc., formerly Yellow Corporation (Yellow), provided guarantees on
behalf of Saia primarily for open workers compensation claims and casualty claims incurred prior
to March 1, 2000. Under the Master Separation and Distribution Agreement entered into in
connection with the 100 percent tax-free distribution of Saia shares to Yellow shareholders in
2002, Saia pays Yellows actual cost of any collateral it provides to insurance underwriters in
support of these claims at cost plus 100 basis points. At March 31, 2011, the portion of
collateral allocated by Yellow to Saia in support of these claims was $1.7 million.
Projected net capital expenditures for 2011 are approximately $63 million. This represents an
approximately $60 million increase from 2010 net capital expenditures of $3.3 million for property
and equipment. Approximately $31.6 million of the 2011 capital budget was committed at March 31,
2011. Net capital expenditures pertain primarily to investments in revenue equipment, information
technology, land and structures.
The Company has historically generated cash flows from operations that have funded its capital
expenditure requirements. Cash flows from operating activities were $23.4 million for the year
ended December 31, 2010, while net cash used in investing activities was $3.3 million. Cash flows
used in operating activities were $1.0 million for the three months ended March 31, 2011; $1.3
million lower than the prior year period primarily due to the decreased working capital
requirements. The timing of capital expenditures can largely be managed around the seasonal working
capital requirements of the Company. The Company believes it has adequate sources of capital to
meet short-term liquidity needs through its cash and cash equivalents of $22.0 million at March 31,
2011 and availability under the Restated Credit Agreement, subject to the Companys borrowing base
and satisfaction of existing debt covenants. Future operating cash flows are primarily dependent
upon the Companys profitability and its ability to manage its working capital requirements,
primarily accounts receivable, accounts payable and wage and benefit accruals. The Company was in
compliance with its debt covenants at March 31, 2011.
In accordance with U.S. generally accepted accounting principles, our operating leases are not
recorded in our consolidated balance sheet; however, the future minimum lease payments are included
in the Contractual Cash
13
Obligations table below. See the notes to our audited consolidated financial statements included
in our Annual Report on Form 10-K for the year ended December 31, 2010 for additional information.
In addition to the principal amounts disclosed in the tables below, the Company has interest
obligations of approximately $6.9 million for 2011 and decreasing for each year thereafter based on
borrowings outstanding at March 31, 2011.
Contractual Cash Obligations
The following tables set forth a summary of our contractual cash obligations and other commercial
commitments as of March 31, 2011 (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by year |
|
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
Thereafter |
|
|
Total |
|
Contractual cash obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving line of credit |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-term debt |
|
|
17.1 |
|
|
|
22.1 |
|
|
|
22.1 |
|
|
|
7.2 |
|
|
|
7.2 |
|
|
|
14.3 |
|
|
|
90.0 |
|
Operating leases |
|
|
11.0 |
|
|
|
12.4 |
|
|
|
9.6 |
|
|
|
7.0 |
|
|
|
5.7 |
|
|
|
27.6 |
|
|
|
73.3 |
|
Purchase obligations (1) |
|
|
34.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual
obligations |
|
$ |
62.8 |
|
|
$ |
34.5 |
|
|
$ |
31.7 |
|
|
$ |
14.2 |
|
|
$ |
12.9 |
|
|
$ |
41.9 |
|
|
$ |
198.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes commitments of $31.7 million for capital expenditures. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of commitment expiration by year |
|
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
Thereafter |
|
|
Total |
|
Other commercial commitments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available line of credit (1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
70.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
70.3 |
|
Letters of credit |
|
|
46.4 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51.4 |
|
Surety bonds |
|
|
3.9 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial
commitments |
|
$ |
50.3 |
|
|
$ |
6.9 |
|
|
$ |
|
|
|
$ |
70.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
127.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Subject to the satisfaction of existing debt covenants and borrowing base requirements. |
The Company has unrecognized tax benefits of approximately $2.9 million and accrued interest and
penalties of $1.4 million related to the unrecognized tax benefits as of March 31, 2011. The
Company cannot reasonably estimate the timing of cash settlement with respective taxing authorities
beyond one year and accordingly has not included the amounts within the above contractual cash
obligation and other commercial commitment tables.
The Company sold the stock of Jevic Transportation, Inc. (Jevic) on June 30, 2006 and remains a
guarantor under indemnity agreements, primarily with certain insurance underwriters with respect to
Jevics self-insured retention (SIR) obligation for workers compensation, bodily injury and
property damage and general liability claims against Jevic arising out of occurrences prior to the
transaction date. The SIR obligation was estimated to be approximately $15.3 million as of the
June 30, 2006 transaction date. In connection with the transaction, Jevic provided collateral in
the form of a $15.3 million letter of credit with a third party bank in favor of the Company. The
amount of the letter of credit was reduced to $13.2 million following draws by the Company on the
letter of credit to fund the SIR portion of settlements of claims against Jevic arising prior to
the transaction date. Jevic filed bankruptcy in May 2008 and the Company recorded liabilities for
all residual indemnification obligations in claims,
insurance and other current liabilities, based on the estimates of the indemnification obligations
as of June 30, 2008. The income statement impact of $0.9 million, net of taxes, was reflected as
discontinued operations in the second quarter of 2008.
In September 2008, the Company entered into a settlement agreement with the debtors of Jevic, which
was approved by the bankruptcy court, under which the Company assumed Jevics SIR obligation on the
workers compensation, bodily injury and property damage, and general liability claims arising
prior to the transaction date in exchange for the draw by the Company of the entire $13.2 million
remaining on the Jevic letter of credit and a payment by the Company to the bankruptcy estate of
$750,000. In addition, the settlement agreement included a mutual release of claims, except for
the Companys responsibility to Jevic for certain outstanding tax liabilities in
14
the
states of New
York and New Jersey for the periods prior to the transaction date and for any potential fraudulent
conveyance claims. The income statement impact of the September 2008 settlement of $0.1 million,
net of taxes, was reflected as discontinued operations in the third quarter of 2008 and includes a
$0.3 million net reduction in the liability for unrecognized tax benefits related to Jevic. In
2009, the Company recorded an adjustment of $1.2 million, net of taxes, to the assumed SIR
obligations as a result of reduction in the required reserve for claims incurred but not reported
and was reflected as discontinued operations.
Critical Accounting Policies and Estimates
The Company makes estimates and assumptions in preparing the consolidated financial statements that
affect reported amounts and disclosures therein. In the opinion of management, the accounting
policies that generally have the most significant impact on the financial position and results of
operations of the Company include:
|
|
Claims and Insurance Accruals. The Company has self-insured retention limits
generally ranging from $250,000 to $2.0 million per claim for medical, workers compensation,
auto liability, casualty and cargo claims. The liabilities associated with the risk retained
by the Company are estimated in part based on historical experience, third-party actuarial
analysis with respect to workers compensation claims, demographics, nature and severity, past
experience and other assumptions. The liabilities for self-funded retention are included in
claims and insurance reserves based on claims incurred with liabilities for unsettled claims
and claims incurred but not yet reported being actuarially determined with respect to workers
compensation claims and with respect to all other liabilities, estimated based on managements
evaluation of the nature and severity of individual claims and historical experience.
However, these estimated accruals could be significantly affected if the actual costs of the
Company differ from these assumptions. A significant number of these claims typically take
several years to develop and even longer to ultimately settle. These estimates tend to be
reasonably accurate over time; however, assumptions regarding severity of claims, medical cost
inflation, as well as specific case facts can create short-term volatility in estimates. |
|
|
Revenue Recognition and Related Allowances. Revenue is recognized on a
percentage-of-completion basis for shipments in transit while expenses are recognized as
incurred. In addition, estimates included in the recognition of revenue and accounts
receivable include estimates of shipments in transit and estimates of future adjustments to
revenue and accounts receivable for billing adjustments and collectability. |
|
|
Revenue is recognized in a systematic process whereby estimates of shipments in transit are
based upon actual shipments picked up, scheduled day of delivery and current trend in average
rates charged to customers. Since the cycle for pick up and delivery of shipments is
generally 1-3 days, typically less than 5 percent of a total months revenue is in transit at
the end of any month. Estimates for credit losses and billing adjustments are based upon
historical experience of credit losses, adjustments processed and trends of collections.
Billing adjustments are primarily made for discounts and billing corrections. These estimates
are continuously evaluated and updated; however, changes in economic conditions, pricing
arrangements and other factors can significantly impact these estimates. |
|
|
Depreciation and Capitalization of Assets. Under the Companys accounting policy
for property and equipment, management establishes appropriate depreciable lives and salvage
values for the Companys revenue equipment (tractors and trailers) based on their estimated
useful lives and estimated fair values to be received when the equipment is sold or traded in.
These estimates are routinely evaluated and updated when circumstances warrant. However,
actual depreciation and salvage values could differ from these assumptions based on market
conditions and other factors. |
|
|
Equity-based Incentive Compensation. The Company maintains long-term incentive
compensation arrangements in the form of stock options, restricted stock and stock-based
awards. The criteria for the stock-based awards are total shareholder return versus a peer
group of companies over a three-year performance period. The Company accounts for its
stock-based awards in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (FASB ASC 718) with the expense amortized over the three-year
vesting period based on the Monte Carlo fair value method at the date the stock-based awards
are granted. The Company accounts for stock options in accordance with FASB ASC 718 with
option expense amortized over the three-year vesting period based on the Black-Scholes-Merton
fair value at the date the options are granted. These accounting policies and others are described in further |
15
|
|
detail in the notes to our audited consolidated financial statements
included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
The preparation of financial statements in accordance with U.S. generally accepted accounting
principles requires management to adopt accounting policies and make significant judgments and
estimates to develop amounts reflected and disclosed in the consolidated financial statements. In
many cases, there are alternative policies or estimation techniques that could be used. We maintain
a thorough process to review the application of our accounting policies and to evaluate the
appropriateness of the many estimates that are required to prepare the consolidated financial
statements. However, even under optimal circumstances, estimates routinely require adjustment based
on changing circumstances and the receipt of new or better information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to a variety of market risks including the effects of interest rates and
fuel prices. The detail of the Companys debt structure is more fully described in the notes to
the consolidated financial statements set forth in the Companys Annual Report on Form 10-K for the
year ended December 31, 2010. To help mitigate our risk to rising fuel prices, the Company has
implemented a fuel surcharge program. This program is well established within the industry and
customer acceptance of fuel surcharges remains high. Since the amount of the fuel surcharge is
based on average national fuel prices and is reset weekly, exposure of the Company to fuel price
volatility is significantly reduced. However, the fuel surcharge may not fully offset fuel price
fluctuations during periods of rapid increases or decreases in the price of fuel and is also
subject to overall competitive pricing negotiations.
The following table provides information about the Companys third-party financial instruments as
of March 31, 2011. The table presents principal cash flows (in millions) and related weighted
average interest rates by contractual maturity dates. The fair value of the fixed rate debt (in
millions) was estimated based upon the borrowing rates currently available to the Company for debt
with similar terms and remaining maturities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected maturity date |
| |
2011 |
|
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
Thereafter |
| |
Total |
|
|
Fair Value |
|
Fixed rate debt |
|
$ |
17.1 |
|
|
$ |
22.1 |
|
|
$ |
22.1 |
|
|
$ |
7.2 |
|
|
$ |
7.2 |
|
|
$ |
14.3 |
|
|
$ |
90.0 |
|
|
$ |
94.9 |
|
Average interest rate(1) |
|
|
7.13 |
% |
|
|
6.93 |
% |
|
|
6.98 |
% |
|
|
6.78 |
% |
|
|
6.16 |
% |
|
|
6.16 |
% |
|
|
|
|
|
|
|
|
Variable rate debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Assuming rates return to pre- relief levels. |
16
Item 4. Controls and Procedures
Quarterly Controls Evaluation and Related CEO and CFO Certifications
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company conducted an
evaluation of the effectiveness of the design and operation of its disclosure controls and
procedures (Disclosure Controls). The controls evaluation was performed under the supervision and
with the participation of management, including the Companys Chief Executive Officer (CEO) and
Chief Financial Officer (CFO).
Based upon the controls evaluation, the Companys CEO and CFO have concluded that, as of the end of
the period covered by this Quarterly Report on Form 10-Q, the Companys Disclosure Controls are
effective to ensure that information the Company is required to disclose in reports that the
Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act)
is recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms.
During the period covered by this Quarterly Report on Form 10-Q, there were no changes in internal
control over financial reporting that materially affected, or that are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q are certifications of the
CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This
Controls and Procedures section includes the information concerning the controls evaluation
referred to in the certifications and it should be read in conjunction with the certifications.
Definition of Disclosure Controls
Disclosure Controls are controls and procedures designed to ensure that information required to be
disclosed in the Companys reports filed under the Exchange Act is recorded, processed, summarized
and reported timely. Disclosure Controls are also designed to ensure that such information is
accumulated and communicated to the Companys management, including the CEO and CFO, as appropriate
to allow timely decisions regarding required disclosure. The Companys Disclosure Controls include
components of its internal control over financial reporting which consists of control processes
designed to provide reasonable assurance regarding the reliability of the Companys financial
reporting and the preparation of financial statements in accordance with U.S. generally accepted
accounting principles.
Limitations on the Effectiveness of Controls
The Companys management, including the CEO and CFO, does not expect that its Disclosure Controls
or its internal control over financial reporting will prevent all errors and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the control systems objectives will be met. Further, the design of a control system
must reflect the fact that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns can occur because of
simple error or mistake. Controls can also be circumvented by the individual acts of some persons,
by collusion of two or more people or by management override of the controls. Because of the
inherent limitations in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected.
17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings For a description of all material pending legal proceedings, see Note
3, Commitments and Contingencies, of the accompanying condensed consolidated financial
statements.
Item 1A. Risk Factors Risk Factors are described in Item 1A. Risk Factors of the Companys
Annual Report on Form 10-K for the year ended December 31, 2010 and there have been no material
changes.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer Purchases of Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Maximum |
|
|
|
|
|
|
|
|
|
|
|
(c) Total Number |
|
|
Number (or |
|
|
|
(a) Total |
|
|
|
|
|
|
of Shares (or Units) |
|
|
Approximate Dollar |
|
|
|
Number of |
|
|
(b) Average |
|
|
Purchased as Part |
|
|
Value) of Shares (or |
|
|
|
Shares (or |
|
|
Price Paid per |
|
|
of Publicly |
|
|
Units ) that May Yet |
|
|
|
Units) |
|
|
Share (or |
|
|
Announced Plans |
|
|
be Purchased under |
|
Period |
|
Purchased (1) |
|
|
Unit) |
|
|
or Programs |
|
|
the Plans or Programs |
|
January 1, 2011 through
January 31, 2011 |
|
|
|
(2) |
|
$ |
|
(2) |
|
|
|
|
|
$ |
|
|
February 1, 2011 through
February 28, 2011 |
|
|
1,500 |
(3) |
|
|
14.96 |
(3) |
|
|
|
|
|
|
|
|
March 1, 2011 through
March 31, 2011 |
|
|
780 |
(4) |
|
|
14.67 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were open market
purchases. For more information on the Saia Executive Capital Accumulation Plan, see the
Registration Statement on Form S- 8 (No.
333- 155805) filed on December 1, 2008. |
|
(2) |
|
The Saia, Inc. Executive Capital Accumulation Plan sold 33,860 sales of Saia stock at an
average price of $16.59 per share on the open market during the period of January 1, 2011 through
January 31, 2011. |
|
(3) |
|
The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock on the open
market during the period of February 1, 2011 through February 28, 2011. |
|
(4) |
|
The Saia, Inc. Executive Capital Accumulation Plan sold 1,865 shares of Saia stock at an
average of $16.16 per share on the open market during the period of March 1, 2011 through March 31,
2011. |
Item 3. Defaults Upon Senior SecuritiesNone
Item 4. (Removed and Reserved)
Item 5. Other InformationNone
18
Item 6. Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
3.1
|
|
Restated Certificate of Incorporation of Saia, Inc. as amended (incorporated herein
by reference to Exhibit 3.1 of Saia, Inc.s Form 8-K (File No. 0-49983) filed on
July 26, 2006). |
|
|
|
3.2
|
|
Amended and Restated By-laws of Saia, Inc. (incorporated herein by reference to
Exhibit 3.1 of Saia, Inc.s Form 8-K (File No. 0-49983) filed on July 29, 2008). |
|
|
|
3.3
|
|
Certificate of Elimination filed with the Delaware Secretary of State on December
16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.s Form 8-K
(File No. 0-49983) filed on December 20, 2010. |
|
|
|
4.1
|
|
Rights Agreement between Saia, Inc. and Mellon Investor Services LLC dated as of
September 30, 2002 (incorporated herein by reference to Exhibit 4.1 of Saia, Inc.s
Form 10-Q (File No. 0-49983) for the quarter ended September 30, 2002). |
|
|
|
4.2
|
|
Amendment to the Rights Agreement between the Company and Computershare Trust
Company, N.A as dated as of December 15, 2010 (incorporated herein by reference to
Exhibit 4.1 of Saia, Inc.s Form 8-K (File No. 0-49983) filed on December 20, 2010. |
|
|
|
10.1
|
|
Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan
(incorporated herein by reference to Exhibit 10.1 of Saia, Inc.s Form 8-K (File No.
0-49983) filed on February 2, 2011). |
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-15(e). |
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-15(e). |
|
|
|
32.1
|
|
Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
19
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 thereunto duly authorized.
|
|
|
|
|
|
SAIA, INC.
|
|
Date: April 29, 2011 |
/s/ James A. Darby
|
|
|
James A. Darby |
|
|
Vice President of Finance and
Chief Financial Officer |
|
20
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
3.1
|
|
Restated Certificate of Incorporation of Saia, Inc., as amended (incorporated herein
by reference to Exhibit 3.1 of Saia, Inc.s Form 8-K (File No. 0-49983) filed on
July 26, 2006). |
|
|
|
3.2
|
|
Amended and Restated Bylaws of Saia, Inc. (incorporated herein by reference to
Exhibit 3.2 of Saia, Inc.s Form 8-K (File No. 0-49983) filed on July 29, 2008). |
|
|
|
3.3
|
|
Certificate of Elimination filed with the Delaware Secretary of State on December
16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.s Form 8-K
(File No. 0-49983) filed on December 20, 2010. |
|
|
|
4.1
|
|
Rights Agreement between Saia, Inc. and Mellon Investor Services LLC dated as of
September 30, 2002 (incorporated herein by reference to Exhibit 4.1 of Saia, Inc.s
Form 10-Q (File No. 0-49983) for the quarter ended September 30, 2002). |
|
|
|
4.2
|
|
Amendment to the Rights Agreement between the Company and Computershare Trust
Company, N.A as dated as of December 15, 2010 (incorporated herein by reference to
Exhibit 4.1 of Saia, Inc.s Form 8-K (File No. 0-49983) filed on December 20, 2010. |
|
|
|
10.1
|
|
Amendment to the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan
(incorporated herein by reference to Exhibit 10.1 of Saia, Inc.s Form 8-K (File No.
0-49983) filed on February 2, 2011). |
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-15(e). |
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-15(e). |
|
|
|
32.1
|
|
Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
E-1