SAIA INC
For the period ended Mar 31, 2025. Filed Apr 28, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 28, 2025
SAIA$331.90-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-25.
0000950170-24-117401
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-28.
0000950170-25-059315
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 105 current paragraphs.
65 unchanged; 31 reworded; 9 added; 10 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
risks arising from remote work, including increased risk of related cybersecurity incidents;
Current report
risks arising from new or higher tariffs;
Current report
changes to the way LTL freight is categorized;
Current report
evolving stakeholder expectations regarding environmental and social issues;
Current report
First Quarter Overview
Current report
As a result of the lower than expected revenues, the impact of the adverse weather events, as well as labor and depreciation expense related to our ongoing network expansion, consolidated operating income was $70.2 million for the first quarter of 2025 compared to $117.9 million for the first quarter of 2024.
Current report
Consolidated operating income was $70.2 million in the first quarter of 2025 compared to $117.9 million in the prior year quarter, as a result of the lower than expected revenues, the impact from adverse weather events, as well as labor and depreciation expenses related to our ongoing network expansion. The year-over-year increase in operating revenue was driven by growth in terminals opened for less than three years, which are relatively less profitable than more mature terminals. The first quarter of 2025 operating ratio (operating expenses divided by operating revenue) was 91.1 percent compared to 84.4 percent for the same period in 2024.
Current report
Net income was $49.8 million, or $1.86 per diluted share, in the first quarter of 2025 compared to net income of $90.7 million, or $3.38 per diluted share, in the first quarter of 2024.
Current report
Our business remains highly correlated to non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including U.S. and global financial and economic conditions, consumer confidence and strength of the U.S. economy, inflation, changes in regulatory conditions and international trade relations, including higher tariffs, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains difficult to predict. The U.S. government has made significant changes in U.S. trade policy, including the imposition on April 2, 2025, of a baseline tariff of 10% on product imports from almost all countries and individualized higher tariffs on certain other countries. These changes in U.S. trade policy and tariffs have impacted demand for our services and could have a material adverse effect on our operating results, including as a result of the possibility of higher inflation, an economic slowdown or general economic uncertainty.
Removed paragraphs (10)
Previous report
economic declines in the geographic regions or industries in which our customers operate;
Previous report
increasing investor and customer sensitivity to social and sustainability issues, including climate change;
Previous report
Third Quarter Overview
Previous report
For the nine months ended September 30, 2024, operating revenues were $2.4 billion, up 13.6 percent from operating revenues for the nine months ended September 30, 2023 primarily as a result of increases in shipments and tonnage partially as a result of the redistribution of freight due to a competitor bankruptcy in 2023. Fuel surcharge revenue as a percentage of operating revenue decreased to 15.3 percent for the nine months ended September 30, 2024 compared to 16.9 percent for the nine months ended September 30, 2023, as a result of decreases in the average cost of diesel fuel and changes in customer mix.
Previous report
Consolidated operating income was $125.2 million in the third quarter of 2024 compared to $128.4 million in the prior year quarter. Overall, the decrease in consolidated operating income was the result of increased operating expenses, primarily driven by the expanded footprint of opening eighteen new terminals and eight relocations during the past twelve months, partially offset by increased volumes during the third quarter of 2024. The third quarter of 2024 operating ratio (operating expenses divided by operating revenue) was 85.1 percent compared to 83.4 percent for the same period in 2023.
Previous report
For the nine months ended September 30, 2024, consolidated operating income was $380.7 million, up 9.4 percent compared to $347.8 million for the nine months ended September 30, 2023. This increase in consolidated operating income was the result of increased volumes partially offset by increased operating expenses during the during the first nine months of 2024.
Previous report
Salaries, wages and benefits increased $156.6 million during the first nine months of 2024 compared to the same period last year. This change was primarily driven by increased volumes and expanded footprint, and by a Company-wide wage increase in July 2024 of approximately 4.1 percent. In addition, other employee related costs increased, including increased training hours and unfavorable development of workers’ compensation claims. Purchased transportation increased $5.9 million for the first nine months of 2024 compared to the same period in the prior year primarily due to increased non-asset truckload volume. Fuel, operating expenses and supplies increased $56.5 million during the first nine months of 2024 compared to the same period last year largely due to increased facility costs and administrative costs related to increased volumes and expanded footprint. During the first nine months of 2024, claims and insurance expense was $6.5 million higher than the same period last year primarily due to increased claim activity and development of open claims. Depreciation and amortization expense increased $22.9 million during the first nine months of 2024 compared to the same period in 2023 primarily due to ongoing investments in revenue equipment and network expansion.
Previous report
Net income was $92.7 million, or $3.46 per diluted share, in the third quarter of 2024 compared to net income of $98.2 million, or $3.67 per diluted share, in the third quarter of 2023. Net income was $286.0 million, or $10.68 per diluted share, for the first nine months of 2024 compared to net income of $265.6 million, or $9.93 per diluted share, for the first nine months of 2023.
Previous report
Finance Leases
Previous report
The Company is obligated under finance leases with seven-year original terms covering certain revenue equipment. Total liabilities recognized under the finance leases were $8.0 million and $16.5 million as of September 30, 2024 and December 31, 2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at September 30, 2024 and December 31, 2023 were 4.1 percent and 4.0 percent, respectively.
Reworded paragraphs (31)
Previous wording
inflationary increases in operating expenses and corresponding reductions of profitability;
Current wording
inflationary increases in expenses and corresponding reductions of profitability;
Previous wording
failure to make future acquisitions or to achieve acquisition synergies;
Current wording
failure to achieve acquisition synergies or disruption to our business due to such acquisitions;
Previous wording
The Company’s business is highly correlated to non-service sectors of the general economy. The Company’s strategy is to improve profitability by increasing yield, while also increasing volumes. Components of this strategy include building density in existing geographies and pursuing geographic and terminal expansion in an effort to promote profitable growth and improve our customer value proposition over time. The Company’s business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives have 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 an important investment as we work towards improving customer experience, operational efficiencies and Company image.
Current wording
The Company’s business is highly correlated to non-service sectors of the general economy. The Company’s strategy is to improve profitability by increasing revenue per shipment while also increasing volumes. Components of this strategy include building density in existing geography and pursuing geographic and terminal expansion in an effort to promote profitable growth and improve our customer value proposition over time. The Company’s business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives over time have had a positive impact on 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 an important investment as we work towards improving customer experience, operational efficiencies and Company image.
Previous wording
The Company’s operating revenue increased by 8.6 percent in the third quarter of 2024 compared to the same period in 2023. The increase resulted primarily from increases in shipments and tonnage. In the third quarter of 2024, LTL shipments per workday were up 8.5 percent and LTL tonnage per workday was up 7.7 percent compared to the prior year quarter.
Current wording
The Company’s operating revenue increased by 4.3 percent in the first quarter of 2025 compared to the same period in 2024. The increase resulted from increased volume from recently opened terminals and pricing actions. However, revenue was lower than expected as a result of March shipment volume that was uncharacteristically flat from February, primarily due to challenging macroeconomic conditions and negative revenue impacts of adverse weather events. In the first quarter of 2025, LTL shipments per workday were up 4.6 percent and LTL revenue per shipment, excluding fuel surcharge, increased 2.3 percent to $300.76 compared to the prior year quarter.
Previous wording
Consolidated operating income was $125.2 million for the third quarter of 2024 compared to $128.4 million for the third quarter of 2023. Diluted earnings per share were $3.46 in the third quarter of 2024 compared to diluted earnings per share of $3.67 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.1 percent in the third quarter of 2024 compared to 83.4 percent in the third quarter of 2023. The Company generated $419.0 million in net cash provided by operating activities in the first nine months of 2024 compared with $416.3 million in the same period last year. The Company opened eleven new terminals and relocated one additional terminal during the third quarter of 2024.
Current wording
Diluted earnings per share were $1.86 in the first quarter of 2025 compared to diluted earnings per share of $3.38 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 91.1 percent in the first quarter of 2025 compared to 84.4 percent in the first quarter of 2024. The Company generated $109.1 million in net cash provided by operating activities in the first three months of 2025 compared with $106.5 million in the same period last year.
Previous wording
The following Management’s Discussion and Analysis describes the principal factors affecting the results of operations, financial condition, liquidity and capital resources, as well as the critical accounting policies and estimates of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).
Current wording
This Management’s Discussion and Analysis describes the principal factors affecting the results of operations, financial condition, liquidity and capital resources, as well as the critical accounting policies and estimates of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).
Previous wording
Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of revenue is historically derived from transporting LTL shipments across 48 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America.
Current wording
Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of revenue is historically derived from transporting LTL shipments across the contiguous United States, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America.
Previous wording
Our business is highly correlated to non-service sectors of the general economy. Our business also is impacted by a number of other factors as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part II, 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 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.
Current wording
Our business is highly correlated to non-service sectors of the general economy. Our business also is impacted by a number of other factors as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part II, 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 shipment and revenue per hundredweight (a measure of yield), whether including or excluding fuel surcharge revenue; 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.
Previous wording
Quarter and nine months ended September 30, 2024 compared to quarter and nine months ended September 30, 2023
Current wording
Quarter ended March 31, 2025 compared to quarter ended March 31, 2024
Previous wording
Consolidated revenue for the quarter ended September 30, 2024 increased 8.6 percent to $842.1 million primarily as a result of increases in shipments and tonnage partially as a result of the redistribution of freight due to a competitor bankruptcy in 2023. For the third quarter of 2024, Saia’s LTL tonnage was up 9.4 percent to 1.6 million tons, and LTL shipments increased 10.2 percent to 2.4 million shipments. LTL revenue per hundredweight, excluding fuel surcharge, increased 1.7 percent to $21.75 per hundredweight for the third quarter of 2024 as a result of changes in business mix and pricing actions. For the third quarter of 2024, approximately 75 percent of the Company’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented 7.5 and 6.5 percent general rate increases on December 4, 2023 and January 30, 2023, respectively. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.
Current wording
Consolidated revenue for the quarter ended March 31, 2025 increased 4.3 percent to $787.6 million as a result of increased volume from recently opened terminals and pricing actions. However, revenue was lower than expected as a result of March shipment volume that was uncharacteristically flat from February, primarily due to challenging macroeconomic conditions and negative revenue impacts of adverse weather events. For the first quarter of 2025, Saia’s LTL tonnage was up 11.0 percent to 1.5 million tons, and LTL shipments increased 2.9 percent to 2.2 million shipments. LTL revenue per shipment, excluding fuel surcharge, increased 2.3 percent to $300.76 for the first quarter of 2025 as a result of changes in business mix and pricing actions. For the first quarter of 2025, approximately 75 percent of the Company’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented a 7.9 percent general rate increase on October 21, 2024. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.
Previous wording
Operating revenue includes revenue recognized from the Company’s fuel surcharge program, which is designed to reduce exposure to fluctuations in diesel fuel prices by adjusting total freight charges to account for changes in the price of diesel fuel. The Company’s fuel surcharge is generally based on the average national price for diesel fuel (as published by the United States Energy Information Administration) and is typically reset weekly. Fuel surcharges are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are an integral part of customer contract negotiations, but represent only one portion of overall customer price negotiations, as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue decreased to 14.8 percent for the quarter ended September 30, 2024 compared to 16.9 percent for the quarter ended September 30, 2023, as a result of decreases in the average cost of diesel fuel and changes in customer mix.
Current wording
Operating revenue includes revenue recognized from the Company’s fuel surcharge program, which is designed to reduce exposure to fluctuations in diesel fuel prices by adjusting total freight charges to account for changes in the price of diesel fuel. The Company’s fuel surcharge is generally based on the average national price for diesel fuel (as published by the United States Energy Information Administration) and is typically reset weekly. Fuel surcharges are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are an integral part of customer contract negotiations, but represent only one portion of overall customer price negotiations, as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue decreased to 15.1 percent for the quarter ended March 31, 2025 compared to 15.7 percent for the quarter ended March 31, 2024, as a result of decreases in the average cost of diesel fuel.
Previous wording
Salaries, wages and employees’ benefits increased $53.5 million in the third quarter of 2024 compared to the third quarter of 2023. This change was primarily driven by increases in headcount, employee hours worked and training hours in response to overall increased volumes and expanded footprint, and by a Company-wide wage increase in July 2024 of approximately 4.1 percent. In addition, workers’ compensation expense increased by approximately $5.1 million related to new claims, unfavorable development on existing claims and increased headcount. Purchased transportation decreased $11.2 million in the third quarter of 2024 compared to the third quarter of 2023 primarily due to a decrease in LTL purchased transportation miles as a result of workforce and network optimization. Fuel, operating expenses and supplies increased by $14.5 million compared to the third quarter of 2023 largely due to increased facility costs and administrative costs related to increased volumes and the expanded footprint. Claims and insurance expense in the third quarter of 2024 was $1.3 million higher than the third quarter of 2023 primarily due to increased claim activity and development of open cases. Depreciation and amortization expense increased $9.0 million in the third quarter of 2024 compared to the same period in 2023 primarily due to ongoing investments in revenue equipment, real estate and technology.
Current wording
Salaries, wages and employees’ benefits increased $47.5 million in the first quarter of 2025 compared to the first quarter of 2024. This change was primarily driven by a Company-wide wage increase in July 2024 of approximately 4.1 percent as well as increased employee costs driven by increased volumes and the adverse weather events and an 8 percent year-over-year increase in headcount associated with new terminals. Group insurance increased by approximately $6.3 million and workers’ compensation expense increased by approximately $2.9 million, both of which were related to increased headcount and claims activity. Purchased transportation increased $7.3 million in the first quarter of 2025 compared to the first quarter of 2024 primarily due to an increase in LTL purchased transportation miles due to the magnitude and location of weather events. Fuel, operating expenses and supplies increased by $10.3 million compared to the first quarter of 2024 largely due to increased facility costs and administrative costs related to increased volumes, the new terminals and the magnitude and location of weather events. Claims and insurance expense in the first quarter of 2025 was $4.1 million higher than the first quarter of 2024 primarily due to volume-driven increased claim activity, development of open cases and increased cost per claim. Depreciation and amortization expense increased $10.2 million in the first quarter of 2025 compared to the same period in 2024 due to ongoing investments in revenue equipment, real estate and technology.
Previous wording
Interest expense for the quarter and nine months ended September 30, 2024 was higher than the same period in 2023 due to interest expense related to increased borrowings under the credit arrangements.
Current wording
Interest expense for the quarter ended March 31, 2025 was higher than the same period in 2024 due to interest expense related to higher average balances under the Revolving Credit Facility and the Shelf Agreement in the current year.
Previous wording
Interest income for the quarter and nine months ended September 30, 2024 was lower than the same period in 2023 due to decreased deposit balances during the period.
Current wording
Interest income for the quarter ended March 31, 2025 was lower than the same period in 2024 due to decreased average interest-bearing deposit balances during the period.
Previous wording
The effective tax rate was 24.4 percent and 24.6 percent for the quarters ended September 30, 2024 and 2023, respectively. For both the nine months ended September 30, 2024 and 2023, the effective tax rate was 24.2 percent.
Current wording
The effective tax rate was 24.0 percent and 23.7 percent for the quarters ended March 31, 2025 and 2024, respectively.
Previous wording
Our business remains highly correlated to non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including strength of the economy, inflation, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas, further expanding our geographic and terminal network, as well as pricing and mix management. On October 21, 2024, December 4, 2023 and January 30, 2023 Saia implemented 7.9, 7.5 and 6.5 percent general rate increases, respectively, for customers comprising approximately 25 percent of Saia’s 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 “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”
Current wording
We did not see the typical sequential growth in shipments through the first quarter and this trend continued through the end of the quarter. The markets opened in 2024 account for the majority of the shipment growth in the first quarter compared to last year; however, terminals that have been open for less than three years are relatively less profitable than more mature terminals. We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas, further expanding our geographic and terminal network, as well as pricing and mix management. On October 21, 2024, Saia implemented a 7.9 percent general rate increase for customers comprising approximately 25 percent of Saia’s 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 “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”
Previous wording
With our objective of building market share, including through our geographic and terminal expansion, we expect there to be numerous operating leverage cost benefits. Conversely, should the economy soften, we plan to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is impacted by a number of factors, including the cost and availability of drivers, dock workers and personnel, and purchased transportation, diesel fuel and insurance costs and inflation.
Current wording
The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through geographic and terminal expansion which should result in numerous operating leverage cost benefits. However, should the economy soften, we plan to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is impacted by a number of factors, including the cost and availability of drivers, dock workers and personnel, and purchased transportation, diesel fuel and insurance costs and inflation.
Previous wording
Effective July 2024, the Company implemented a market competitive salary and wage increase for all employees. The increase was approximately 4.1 percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.
Current wording
Effective July 2024, the Company implemented a market competitive salary and wage increase for all employees, excluding executives. The increase was approximately 4.1 percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.
Previous wording
Working capital at September 30, 2024 was $90.7 million, a decrease from $346.4 million at September 30, 2023.
Current wording
Working capital at March 31, 2025 was $141.9 million, an increase from $78.5 million at March 31, 2024.
Previous wording
Current assets at September 30, 2024 decreased by $208.2 million as compared to September 30, 2023, driven by a decrease in cash and cash equivalents of $234.9 million to fund the Yellow Corporation real estate acquisitions, partially offset by an increase in accounts receivable of $26.5 million. Current liabilities increased by $47.4 million at September 30, 2024 compared to September 30, 2023 largely due to an increase in accounts payable and other current liabilities.
Current wording
Current assets at March 31, 2025 increased by $53.3 million as compared to March 31, 2024, driven by an increase in income tax receivable of $33.9 million as a result of the reduction of pre-tax income. Current liabilities decreased by $10.1 million at March 31, 2025 compared to March 31, 2024 largely due to a decrease in other current liabilities partially offset by an increase in claims and insurance accruals.
Previous wording
Cash flows provided by operating activities were $419.0 million for the nine months ended September 30, 2024 versus $416.3 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, net cash used in investing activities was $868.2 million compared to $337.0 million in the same period last year, a $531.2 million increase. This increase resulted from the acquisition of terminals from Yellow Corporation in January 2024 in addition to increased purchases of revenue equipment to support higher volumes and expanded footprint. For the nine months ended September 30, 2024, net cash provided by financing activities was $167.5 million compared to $17.4 million net cash used in financing activities during the same period last year, as a result of borrowings to fund capital expenditures during the first nine months of 2024.
Current wording
Cash flows provided by operating activities were $109.1 million for the three months ended March 31, 2025 versus $106.5 million for the three months ended March 31, 2024 largely driven by changes in operating assets and liabilities, and increased depreciation partially offset by decreased net income. For the three months ended March 31, 2025, net cash used in investing activities was $202.1 million compared to $451.8 million in the same period last year, a $249.7 million decrease. This decrease resulted from the acquisition of terminals from Yellow Corporation in January 2024. For the three months ended March 31, 2025, net cash provided by financing activities was $90.1 million compared to $61.4 million during the same period last year, as a result of borrowings to fund capital expenditures during the first three months of 2025.
Previous wording
The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure 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 on hand, operating cash flows and availability under its credit arrangements, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements.
Current wording
The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its credit arrangements, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements.
Previous wording
The Company currently anticipates that net capital expenditures in 2024 will be approximately $1 billion, subject to ongoing evaluation of market conditions. Anticipated capital expenditures for the remainder of the year include normal replacement cycles of revenue equipment, investments in technology and revenue equipment and real estate investments to support our growth initiatives, including the plan to open four additional terminals in the fourth quarter. Net capital expenditures were $873.2 million in the first nine months of 2024 and include $235.7 million for the acquisition of 17 Yellow Corporation freight terminals. Additionally, $7.9 million was used to fund the acquisition of Yellow Corporation's interest in leases for 11 freight terminals and the payment of cure costs. Approximately $90.3 million of the 2024 remaining capital budget was committed as of September 30, 2024.
Current wording
The Company currently anticipates that net capital expenditures in 2025 will be approximately $650 million, subject to ongoing evaluation of market conditions. Anticipated capital expenditures for the remainder of the year include normal replacement cycles of revenue equipment, investments in technology and revenue equipment, and real estate investments to support our growth initiatives. Net capital expenditures were $202.1 million in the first three months of 2025. Approximately $206.6 million of the 2025 remaining capital budget was committed as of March 31, 2025.
Previous wording
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility), which provides up to a $300 million revolving line of credit through February 2028. The Revolving Credit Facility contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. The applicable margin is between 1.00% and 1.75% per annum for term SOFR loans and between 0.00% and 0.75% per annum for alternate base rate loans, in each case based on the Company’s leverage ratio, as defined in the agreement. The Company also accrues fees based on the daily unused portion of the Revolving Credit Facility, which is between 0.0125% and 0.025% based on the Company’s consolidated net lease adjusted leverage ratio. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in compliance with its debt covenants under the Revolving Credit Facility at September 30, 2024.
Current wording
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility). On December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility. The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that the applicable margin is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at March 31, 2025.
Previous wording
At September 30, 2024 the Company had outstanding borrowings of $83.0 million and outstanding letters of credit $32.2 million under the Revolving Credit Facility. As of December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million under the Revolving Credit Facility. At September 30, 2024, the Company had $184.8 million in availability under the Revolving Credit Facility.
Current wording
At March 31, 2025 the Company had outstanding borrowings of $191.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility. As of December 31, 2024, the Company had outstanding borrowings of $94.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility. At March 31, 2025, the Company had $376.8 million in availability under the Revolving Credit Facility.
Previous wording
On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.
Current wording
On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), with PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.
Previous wording
Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature five years after the date on which the Initial Notes were issued, on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.
Current wording
Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.
Previous wording
At September 30, 2024 and December 31, 2023, the Company had outstanding borrowings under the Shelf Agreement of $100.0 million and $0, respectively.
Current wording
At March 31, 2025 and December 31, 2024, the Company had outstanding notes under the Shelf Agreement of $100.0 million.
Previous wording
Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations. Contractual obligations for operating leases at September 30, 2024 totaled $140.7 million, including operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S. generally accepted accounting principles. Contractual obligations in the form of finance leases were $8.2 million at September 30, 2024, which includes both principal and interest amounts. For the remainder of 2024, $3.9 million of interest payments are anticipated based on borrowings and commitments outstanding at September 30, 2024. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this 10-Q. Purchase obligations at September 30, 2024 were $90.5 million, including commitments of $90.3 million for capital expenditures. As of September 30, 2024, the Revolving Credit Facility had $83.0 million outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.
Current wording
Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations. Contractual obligations for operating leases at March 31, 2025 totaled $144.8 million, including operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S. generally accepted accounting principles. Contractual obligations in the form of finance leases were $4.6 million at March 31, 2025, which includes both principal and interest amounts. For the remainder of 2025, $13.9 million of interest payments are anticipated based on borrowings and commitments outstanding at March 31, 2025. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this 10-Q. Purchase obligations at March 31, 2025 were $206.9 million, including commitments of $206.6 million for capital expenditures. As of March 31, 2025, the Revolving Credit Facility had $191.0 million outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.
Previous wording
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of September 30, 2024 the Company had total outstanding letters of credit of $32.2 million and $60.4 million in surety bonds.
Current wording
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of March 31, 2025 the Company had total outstanding letters of credit of $32.2 million and $59.1 million in surety bonds.
Previous wording
The Company has accrued approximately $4.6 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of September 30, 2024. At September 30, 2024, the Company has accrued $87.0 million for claims and insurance liabilities.
Current wording
The Company has accrued approximately $3.3 million for uncertain tax positions and $0.4 million for interest and penalties related to the uncertain tax positions as of March 31, 2025. At March 31, 2025, the Company has accrued $93.7 million for claims and insurance liabilities.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the quarters ended September 30, 2024 and 2023