What changed in this filing

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Item 1. Financial Statements

2020-07-29 compared with 2020-04-30 · 48 added, 33 removed, 217 unchanged (27% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

March 31, 2020

June 30, 2020

December 31, 2019

32 unchanged sentences

26,148,831 and 25,936,532 shares issued and outstanding at

March 31, 2020 and December 31, 2019, respectively

June 30, 2020 and December 31, 2019, respectively

Additional paid-in-capital

Deferred compensation trust, 154,977 and 143,987 shares of common

stock at cost at March 31, 2020 and December 31, 2019, respectively

stock at cost at June 30, 2020 and December 31, 2019, respectively

Retained earnings

4 unchanged sentences

Condensed Consolidated Statements of Operations

For the quarters ended March 31, 2020 and 2019

First Quarter

For the quarters and six months ended June 30, 2020 and 2019

Second Quarter

(in thousands, except per share data)

22 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2020 and 2019

For the quarters and six months ended June 30, 2020 and 2019

Common Shares

11 unchanged sentences

BALANCE at March 31, 2020

Stock compensation, including options and long-term incentives

Director deferred share activity

Exercise of stock options less shares withheld for taxes

Shares issued for long-term incentive awards, net of shares withheld for taxes

Purchase of shares by Deferred Compensation Trust

Sale of shares by Deferred Compensation Trust

BALANCE at June 30, 2020

Common Shares

11 unchanged sentences

BALANCE at March 31, 2019

Stock compensation, including options and long-term incentives

Director deferred share activity

Exercise of stock options less shares withheld for taxes

Shares issued for long-term incentive awards, net of shares withheld for taxes

Purchase of shares by Deferred Compensation Trust

Sale of shares by Deferred Compensation Trust

BALANCE at June 30, 2019

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2020 and 2019

First Quarter

For the six months ended June 30, 2020 and 2019

(in thousands)

20 unchanged sentences

Cash and cash equivalents, end of period

Non Cash Investing Activities

Equipment financed with finance leases

See accompanying notes to condensed consolidated financial statements.

13 unchanged sentences

The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Operating results for the quarter ended March 31, 2020 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2020.

Operating results for the quarter and six months ended June 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2020.

The Company provides regional and interregional less-than-truckload (LTL) services through a single integrated organization.

6 unchanged sentences

A customer may submit many BOLs for transportation services at various times throughout a service agreement term but each shipment represents a distinct service that is a separately identified performance obligation.

The average transit time to complete a shipment is between 1 to 5 days .

The average transit time to complete a shipment is from 1 to 5 days .

Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date.

17 unchanged sentences

The Company is now self-insured for the first $10 million per occurrence with respect to such 12-month period and the policy has been extended for one additional year to March 1, 2022.

As a result of the return premium and policy extension, the Company recognized a $ 0.4 million reduction in insurance premium expense in the first quarter of 2020.

The Company will continue to recognize the remainder of the return premium as a reduction in insurance premium expense ratably over the remainder of the policy period.

In addition, commencing on August 30, 2021, the Company may elect to commute the policy with respect to the insurer’s entire liability under the policy in which case the Company would be entitled to a return of a portion of the premium paid, up to $ 15.6 million, based on the amount of claims paid and the insurer would be released from all liability under the policy.

As a result of the return premium and policy extension, the Company recognized a $ 0.4 million reduction in insurance premium expense in the second quarter of 2020.

The Company will continue to recognize the remainder of the return premium as a reduction in insurance premium expense ratably over the remainder of the policy period now ending March 1, 2022.

As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $ 10 million per occurrence for such period.

Additionally, the Company may be required to pay an additional premium of up to $ 11.0 million if losses paid by the insurer are greater than $ 15.6 million over the three-year policy period.

Based on claims experience since inception of the policy, no such additional premium was accrued at March 31, 2020.

Additionally, the Company may be required to pay an additional premium of up to $ 11.0 million if losses paid by the insurer are greater than $ 15.6 million over the three-year policy period ending March 1, 2022.

Based on claims experience since inception of the policy, no such additional premium was accrued at June 30, 2020.

Accounting Pronouncements Adopted in 2020

4 unchanged sentences

This standard became effective for interim and annual reporting periods beginning after December 15, 2019.

The Company adopted the standard effective January 1, 2020 and upon adoption this standard did not have a material impact ($ 0.3 million increase in reserve) on its consolidated financial statements or related disclosures.

The Company adopted the standard effective January 1, 2020 and upon adoption this standard did not have a material impact on its consolidated financial statements or related disclosures.

(2) Computation of Earnings Per Share

The calculation of basic earnings per common share and diluted earnings per common share was as follows (in thousands, except per share amounts):

First Quarter

Second Quarter

Denominator for basic earnings per share–weighted

6 unchanged sentences

Diluted Earnings Per Share

For the quarter ended March 31, 2020, options and restricted stock for 69,211 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

For the quarter ended March 31, 2019, options and restricted stock for 127,642 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

For the quarter and six months ended June 30, 2020, options and restricted stock for 48,840 and 65,053 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

For the quarter and six months ended June 30, 2019, options and restricted stock for 113,251 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

(3) Commitments and Contingencies

The Company pays its pro rata share of the cost of letters of credit outstanding for certain workers’ compensation claims incurred prior to March 1, 2000 that Saia’s former parent maintains for insurance programs.

The Company’s pro rata share of these outstanding letters of credit was $ 1.8 million at March 31, 2020.

The Company’s pro rata share of these outstanding letters of credit was $ 1.8 million at June 30, 2020.

The Company is subject to legal proceedings that arise in the ordinary course of its business.

1 unchanged sentence

(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, 2020 and December 31, 2019, because of the relatively short maturity of these instruments.

Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at March 31, 2020 and December 31, 2019 was $ 236.0 million and $ 136.5 million, respectively, based upon levels one and two in the fair value hierarchy.

The carrying value of the debt was $ 235.8 million and $ 136.4 million at March 31, 2020 and December 31, 2019, respectively.

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of June 30, 2020 and December 31, 2019, because of the relatively short maturity of these instruments.

Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at June 30, 2020 and December 31, 2019 was $ 161.1 million and $ 136.5 million, respectively, based upon levels one and two in the fair value hierarchy.

The carrying value of the debt was $ 160.8 million and $ 136.4 million at June 30, 2020 and December 31, 2019, respectively.

(5) Debt and Financing Arrangements

At March 31, 2020 and December 31, 2019, debt consisted of the following (in thousands):

March 31, 2020

At June 30, 2020 and December 31, 2019, debt consisted of the following (in thousands):

June 30, 2020

December 31, 2019

15 unchanged sentences

Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

At March 31, 2020, the Company had borrowings of $ 150.1 million and outstanding letters of credit of $ 28.0 million under the Amended Credit Agreement.

At June 30, 2020, the Company had borrowings of $ 80.0 million and outstanding letters of credit of $ 28.0 million under the Amended Credit Agreement.

At December 31, 2019, the Company had borrowings of $ 45.9 million and outstanding letters of credit of $ 26.1 million under the Amended Credit Agreement.

1 unchanged sentence

Finance Leases

The Company is obligated under finance leases with seven-year terms covering revenue equipment totaling $ 85.7 million and $ 90.5 million as of March 31, 2020 and December 31, 2019, respectively.

The Company is obligated under finance leases with seven-year terms covering revenue equipment totaling $ 80.8 million and $ 90.5 million as of June 30, 2020 and December 31, 2019, respectively.

Amortization of assets held under the finance leases is included in depreciation and amortization expense.

A s of March 31, 2020 and December 31, 2019 , approximately $ 108.6 million and $ 111.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively.

The weighted average interest rates for the finance leases at March 31, 2020 and December 31, 2019 were 3.5 percent.

A s of June 30, 2020 and December 31, 2019 , approximately $ 105.7 million and $ 111.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively.

The weighted average interest rates for the finance leases at June 30, 2020 and December 31, 2019 were 3.5 percent.

Principal Maturities of Long-Term Debt

4 unchanged sentences

The Company is considered an essential and critical business by the U.S.

Department of Homeland Security’s Cyber and Infrastructure Security Agency ( CISA ) and will continue to operate under state of emergency and shelter in place orders recently issued in various states across the country.

Department of Homeland Security’s Cyber and Infrastructure Security Agency ( CISA ) and will continue to operate under state of emergency and shelter in place orders issued in various jurisdictions across the country.

With this being said, the Company has instituted a variety of actions and policies to help safeguard employees and customers from COVID-19.

The Company has been in regular communication with all levels of employees to make sure that there are policies, resources, and infrastructure in place to not only protect employees, but be able to continue the Company’s very important role in supporting the nation’s supply chain.

The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and reported amounts of revenue and expenses.

The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s first quarter 2020 results of operations or financial position.

The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities.

The Company has considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s second quarter 2020 financial position.

It is possible that these assumptions and estimates may materially change prior to December 31, 2020.

1 unchanged sentence

government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment.

The Company is still evaluating its ability to take advantage of certain provisions of the CARES Act.

The Company does not believe it will be able to take advantage of the provisions of the CARES Act.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements