SAIA INC

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 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.

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 while improving 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

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.

Current wording

Consolidated operating income was $99.4 million for the second quarter of 2025 compared to $137.6 million for the second quarter of 2024. Diluted earnings per share were $2.67 in the second quarter of 2025 compared to diluted earnings per share of $3.83 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 87.8 percent in the second quarter of 2025 compared to 83.3 percent in the second quarter of 2024. The Company generated $279.8 million in net cash provided by operating activities in the first six months of 2025 compared with $237.2 million in the same period last year.

Previous wording

The effective tax rate was 24.0 percent and 23.7 percent for the quarters ended March 31, 2025 and 2024, respectively.

Current wording

For the quarters ended June 30, 2025 and 2024

Previous wording

Quarter ended March 31, 2025 compared to quarter ended March 31, 2024

Current wording

Quarter and six months ended June 30, 2025 compared to quarter and six months ended June 30, 2024

Previous 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.

Current wording

Consolidated revenue for the quarter ended June 30, 2025 decreased 0.7 percent to $817.1 million. For the second quarter of 2025, Saia’s LTL shipments decreased 2.8 percent to 2.3 million shipments, while LTL tonnage was up 1.1 percent to 1.6 million tons. LTL revenue per shipment, excluding fuel surcharge, increased 2.7 percent to $298.71 for the second quarter of 2025 as a result of changes in business mix and pricing actions. In spite of volume declines, our service initiatives, including our network expansion, continue to allow us to support our improved pricing. For the second 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 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.

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 14.6 percent for the quarter ended June 30, 2025 compared to 15.4 percent for the quarter ended June 30, 2024, as a result of decreases in the average cost of diesel fuel.

Previous wording

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 wording

Consolidated operating income was $99.4 million in the second quarter of 2025 compared to $137.6 million in the prior year quarter, as a result of lower revenues and increased labor and depreciation expenses related to our network expansion. The second quarter of 2025 operating ratio (operating expenses divided by operating revenue) was 87.8 percent compared to 83.3 percent for the same period in 2024.

Previous 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.

Current wording

Salaries, wages and employees’ benefits increased $18.7 million in the second quarter of 2025 compared to the second quarter of 2024. This change was primarily driven by a wage increase in July 2024 for all employees, excluding executives, of approximately 4.1 percent. In addition, this increase was driven by employee costs including group insurance, which increased by approximately $8.1 million related to elevated claims activity and average cost of claims. Purchased transportation decreased $3.3 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to a decrease in purchase transportation miles in addition to a decrease in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $0.8 million in the second quarter of 2025 compared to the second quarter of 2024 largely due to increased vehicle maintenance costs, information technology costs and an increase in facility costs due to the opening of 15 new facilities since the second quarter of 2024, partially offset by decreased fuel costs. Claims and insurance expense in the second quarter of 2025 was $4.0 million higher than the second quarter of 2024 primarily due to the development of open cases, increased claim activity and increased cost per claim. Depreciation and amortization expense increased $10.0 million in the second quarter of 2025 compared to the same period in 2024 due to ongoing investments in revenue equipment, our terminal network and technology.

Previous 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.

Current wording

Interest expense for the quarter and six months ended June 30, 2025 was higher than the same periods in 2024 due to interest expense related to higher average balances under our credit arrangements in the current year.

Previous 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.

Current wording

Interest income for the quarter and six months ended June 30, 2025 was lower than the same periods in 2024 due to decreased average interest-bearing deposit balances in the current year.

Previous wording

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 wording

Net income was $71.4 million, or $2.67 per diluted share, in the second quarter of 2025 compared to net income of $102.5 million, or $3.83 per diluted share, in the second quarter of 2024. Net income was $121.2 million, or $4.53 per diluted share, for the first six months of 2025 compared to net income of $193.2 million, or $7.21 per diluted share, for the first six months of 2024.

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 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.

Current 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 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 of a baseline tariff on product imports from almost all countries and the potential for individualized higher tariffs on certain other countries. These changes in U.S. trade policy and tariffs have decreased 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.

Previous 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.”

Current wording

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

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.

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 continue to soften, we plan to continue 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

Working capital at March 31, 2025 was $141.9 million, an increase from $78.5 million at March 31, 2024.

Current wording

Working capital at June 30, 2025 was $148.3 million, an increase from $118.2 million at June 30, 2024.

Previous 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.

Current wording

Current assets at June 30, 2025 increased by $5.1 million as compared to June 30, 2024, driven by an increase in income tax receivable of $17.7 million as a result of the reduction of pre-tax income. Current liabilities decreased by $25.0 million at June 30, 2025 compared to June 30, 2024 largely due to a decrease in accounts payable partially offset by an increase in claims and insurance accruals.

Previous 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.

Current wording

Cash flows provided by operating activities were $279.8 million for the six months ended June 30, 2025 versus $237.2 million for the six months ended June 30, 2024 largely driven by changes in operating assets and liabilities, and increased depreciation partially offset by decreased net income. For the six months ended June 30, 2025, net cash used in investing activities was $384.0 million compared to $676.3 million in the same period last year, a $292.3 million decrease. This decrease resulted primarily from the acquisition of terminals from Yellow Corporation in January 2024. For the six months ended June 30, 2025, net cash provided by financing activities was $103.5 million compared to $154.0 million during the same period last year, as a result of higher borrowings in the first six months 2024 to fund capital expenditures.

Previous 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.

Current wording

The Company currently anticipates that net capital expenditures in 2025 will be approximately $600 million to $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 $375.6 million in the first six months of 2025. Approximately $84.0 million of the 2025 remaining capital budget was committed as of June 30, 2025.

Previous 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.

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

Previous 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.

Current wording

At June 30, 2025 the Company had outstanding borrowings of $207.0 million and outstanding letters of credit of $36.4 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 June 30, 2025, the Company had $356.6 million in availability under the Revolving Credit Facility.

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 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.

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 June 30, 2025 totaled $150.2 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 $2.1 million at June 30, 2025, which includes both principal and interest amounts. For the remainder of 2025, $9.7 million of interest payments are anticipated based on borrowings and commitments outstanding at June 30, 2025. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. Purchase obligations at June 30, 2025 were $84.2 million, including commitments of $84.0 million for capital expenditures. As of June 30, 2025, the Revolving Credit Facility had $207.0 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 March 31, 2025 the Company had total outstanding letters of credit of $32.2 million and $59.1 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 June 30, 2025 the Company had total outstanding letters of credit of $36.4 million and $59.1 million in surety bonds.

Previous 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.

Current wording

The Company has accrued approximately $3.3 million for uncertain tax positions and $0.5 million for interest and penalties related to the uncertain tax positions as of June 30, 2025. At June 30, 2025, the Company has accrued $98.0 million for claims and insurance liabilities.