Saia, Inc.
A less-than-truckload (LTL) freight carrier, Saia moves shipments that are too big for parcel delivery but too small to fill a whole trailer, serving businesses across the contiguous United States through a network of terminals. It was founded in 1924 in Houma, Louisiana, when produce dealer Louis Saia Sr. began hauling goods for customers on his trips to New Orleans — using his own family car with the rear seats removed as the company's first "truck." The company still carries the founder's name today.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2025 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended Dece…
This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2025 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results. Cautionary Note Regarding Forward-Looking Statements The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as otherwise required by applicable law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this Quarterly Report on Form 10-Q and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, the following: •general economic conditions including downturns or inflationary periods in the business cycle; •operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; •industry-wide external factors largely out of our control; •cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel; •inflationary increases in expenses and corresponding reductions of profitability; •cost and availability of diesel fuel and fuel surcharges; •cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; •failure to successfully execute the strategy to expand our service geography; •unexpected liabilities resulting from the acquisition of real estate assets; •costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks; •risks arising from remote work, including increased risk of related cybersecurity incidents; •failure to keep pace with technological developments; •liabilities and costs arising from the use of artificial intelligence; •labor relations, including the adverse impact should a portion of our workforce become unionized; •cost, availability and resale value of real property and revenue equipment; •supply chain disruption and delays on new equipment delivery; •changes in U.S. trade policy and the impact of tariffs; •capacity and highway infrastructure constraints; •risks arising from international business operations and relationships; •seasonal factors, harsh weather and disasters caused by climate change; •the creditworthiness of our customers and their ability to pay for services; •our need for capital and uncertainty of the credit markets; •the possibility of defaults under our debt agreements, including violation of financial covenants; •inaccuracies and changes to estimates and assumptions used in preparing our financial statements; •dependence on key employees; •employee turnover from changes to compensation and benefits or market factors; •increased costs of healthcare benefits; •damage to our reputation from adverse publicity, including from the use of or impact from social media; 11 •failure to achieve acquisition synergies or disruption to our business due to such acquisitions; •the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future; •the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation; •unforeseen costs from new and existing data privacy laws; •the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations; •changes in accounting and financial standards or practices; •widespread outbreak of an illness or any other communicable disease; •international conflicts and geopolitical instability; •evolving stakeholder expectations regarding environmental and social issues; •government shutdown or failure to fund services; •provisions in our governing documents and Delaware law that may have anti-takeover effects; •issuances of equity that would dilute stock ownership; •weakness, disruption or loss of confidence in financial or credit markets; and •other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. These factors and risks are described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q. As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law. Executive Overview The Company’s business is closely correlated with non-service sectors of the general economy. Our strategy is to improve profitability by increasing revenue per shipment while growing shipment volumes. Components of this strategy include building density within our existing network and expanding our geographical footprint and terminal infrastructure to support profitable growth and strengthen our customer value proposition over time. The Company’s operations are labor intensive, capital intensive and service sensitive. We continuously seek opportunities to improve safety performance, cost efficiency and asset utilization (particularly with respect to tractors and trailers). Pricing initiatives over time have contributed positively to profitability. The Company continues to execute targeted sales and marketing programs along with actions designed to align our cost structure with volumes and improve customer satisfaction. Technology continues to be an important investment as we work to improve the customer experience, advance operational efficiency and support the Company’s brand and service quality. Second Quarter Overview The Company’s operating revenue increased by 17.1 percent in the second quarter of 2026 compared to the same period in 2025. This increase was due to higher fuel surcharge revenue as a result of higher diesel fuel prices, a 4.4 percent increase in LTL shipments per workday as well as a 1.5 percent increase in LTL revenue per shipment, excluding fuel surcharges. LTL revenue per shipment increased 12.0 percent to $393.56 compared to the prior year second quarter. Consolidated operating income was $125.2 million for the second quarter of 2026 compared to $99.4 million for the second quarter of 2025. Diluted earnings per share were $3.51 for the second quarter of 2026 compared to diluted earnings per share of $2.67 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 86.9 percent in the second quarter of 2026 compared to 87.8 percent in the second quarter of 2025. The Company generated $291.2 million in net cash provided by operating activities in the first six months of 2026 compared with $279.8 million in the same period last year. 12 General This Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources, as well as the critical accounting policies of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia). Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While approximately 97 percent of its revenue is derived from transporting LTL shipments, the Company also offers customers a wide range of other value-added services, including brokered truckload, expedited transportation and other logistics services across North America. Our business is closely correlated with non-service sectors of the general economy. Our business also is impacted by a number of other factors and risks 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. Results of Operations Saia, Inc. and Subsidiaries Selected Results of Operations and Operating Statistics For the quarters ended June 30, 2026 and 2025 (unaudited) Percent Variance 2026 2025 '26 v. '25 (in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul) Operating Revenue $ 956,494 $ 817,115 17.1 % Operating Expenses: Salaries, wages and employees’ benefits 434,385 390,975 11.1 Purchased transportation 84,980 57,699 47.3 Fuel and other operating expenses 247,736 206,496 20.0 Depreciation and amortization 64,181 62,546 2.6 Operating Income 125,212 99,399 26.0 Operating Ratio 86.9 % 87.8 % Nonoperating (Income) Expense (263 ) 3,835 (106.9 ) Working Capital (as of June 30, 2026 and 2025) 216,743 148,341 Cash Flows provided by Operating Activities (year to date) 291,231 279,815 Net Acquisitions of Property and Equipment (year to date) 158,022 375,573 Saia LTL Freight Operating Statistics: Workdays 64 64 LTL Tonnage 1,709 1,576 8.4 LTL Shipments 2,361 2,261 4.4 LTL Revenue per hundredweight $ 27.18 $ 25.20 7.9 LTL Revenue per hundredweight, excluding fuel surcharge $ 20.94 $ 21.42 (2.2 ) LTL Revenue per shipment $ 393.56 $ 351.36 12.0 LTL Revenue per shipment, excluding fuel surcharge $ 303.12 $ 298.71 1.5 LTL Pounds per shipment 1,448 1,394 3.9 LTL Average length of haul1 888 893 (0.6 ) 1 In miles. 13 Quarter and six months ended June 30, 2026 compared to quarter and six months ended June 30, 2025 Revenue and volume Consolidated operating revenue for the quarter ended June 30, 2026 increased by 17.1 percent compared to the second quarter of 2025 to $956.5 million primarily as a result of an increase in fuel surcharge revenue, higher volumes and pricing actions. For the second quarter of 2026, Saia’s LTL shipments increased 4.4 percent to 2.4 million shipments, while LTL tonnage was up 8.4 percent to 1.7 million tons. LTL revenue per shipment, excluding fuel surcharge, increased 1.5 percent to $303.12 for the second quarter of 2026 as a result of pricing actions and changes in business mix. For the second quarter of 2026, approximately 75 percent of Saia’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 5.9 percent general rate increase on October 1, 2025. Competitive dynamics, customer turnover and changes in shipment mix and volumes, among other things, may limit our ability to retain customer rate increases over time. Operating revenue includes revenue from the Company’s fuel surcharge program. This program is designed to mitigate the Company’s exposure to volatility in diesel fuel prices by adjusting total freight charges to reflect changes in the national average diesel price. Fuel surcharges, which are typically updated weekly, are widely accepted within the LTL industry and represent a significant component of revenue and pricing structure. Although fuel surcharges are an important element of customer contract negotiations, they comprise only one aspect of total pricing, as customers may negotiate adjustments between base rates and fuel surcharges depending on individual contract terms. Fuel surcharge revenue as a percentage of operating revenue increased to 22.3 percent for the quarter ended June 30, 2026 compared to 14.6 percent for the quarter ended June 30, 2025, as a result of increases in the average cost of diesel fuel. For the six months ended June 30, 2026, operating revenues were $1.8 billion, up 9.8 percent from operating revenues for the six months ended June 30, 2025 as a result of an increase in fuel surcharge revenue, higher volumes and pricing actions. Fuel surcharge revenue as a percentage of operating revenue increased to 19.7 percent for the six months ended June 30, 2026 compared to 14.8 percent for the six months ended June 30, 2025, primarily as a result of increases in the average cost of diesel fuel. Operating expenses and margin Consolidated operating income was $125.2 million in the second quarter of 2026 compared to $99.4 million in the prior year quarter. The increase is a result of increased revenue, partially offset by higher overall compensation levels, increased fuel costs and increased purchased transportation expense. The second quarter of 2026 operating ratio (operating expenses divided by operating revenue) was 86.9 percent compared to an operating ratio of 87.8 percent for the same period in 2025. Salaries, wages and employees’ benefits increased $43.4 million in the second quarter of 2026 compared to the second quarter of 2025. This change was primarily driven by increased employee hours in response to increased volumes, increased compensation levels due to company performance and a Company-wide wage increase of approximately 3% in October 2025. Additionally, this increase was driven by group health insurance costs, which increased $7.0 million related to elevated claims activity and average cost of claims. Purchased transportation increased $27.3 million in the second quarter of 2026 compared to the second quarter of 2025 primarily due to an increase in purchased transportation usage as we continue to manage headcount to provide operating flexibility, in addition to an increase in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $37.1 million in the second quarter of 2026 compared to the second quarter of 2025 largely due to increased fuel costs. Claims and insurance expense in the second quarter of 2026 was $1.6 million higher than the second quarter of 2025 primarily due to the development of open cases and increased claim activity. Depreciation and amortization expense increased $1.6 million in the second quarter of 2026 compared to the same period in 2025 due to ongoing investments in revenue equipment, our terminal network and technology. For the six months ended June 30, 2026, consolidated operating income was $192.0 million, up 13.2 percent compared to $169.6 million for the six months ended June 30, 2025. This increase in consolidated operating income during the first six months of 2026 was the result of increased revenue, partially offset by higher overall compensation costs, increased fuel costs and increased purchased transportation expense. Salaries, wages and benefits increased $47.5 million during the first six months of 2026 compared to the same period last year. This change was primarily driven by higher group health insurance costs, which increased by approximately $14.9 million related to elevated claims activity and average cost of claims. Additionally, this increase was driven by higher overall compensation levels as a result of volume growth and a Company-wide wage increase of approximately 3% in October 2025. Purchased transportation increased $31.8 million for the first six months of 2026 compared to the same period in the prior year primarily due to an increase in purchased transportation usage, as we continue to manage headcount to provide operating flexibility, in addition to an increase in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased $43.9 million during the first six months of 2026 compared to the same period last year largely due to increased fuel costs. During the first six months of 2026, claims and insurance expense was $2.9 million higher than the same period last year primarily due to increased insurance premiums and claim activity. Depreciation and 14 amortization expense increased $4.8 million during the first six months of 2026 compared to the same period in 2025 due to ongoing investments in revenue equipment, our terminal network and technology. Other Interest expense for the quarter and six months ended June 30, 2026 was lower than the same period in 2025 due to lower average borrowings under our credit arrangements in the current year. The effective tax rate was 24.9 percent and 25.3 percent for the quarters ended June 30, 2026 and 2025, respectively. Net income was $94.3 million, or $3.51 per diluted share, in the second quarter of 2026 compared to net income of $71.4 million, or $2.67 per diluted share, in the second quarter of 2025. Net income was $144.1 million, or $5.37 per diluted share, for the first six months of 2026 compared to net income of $121.2 million, or $4.53 per diluted share, for the first six months of 2025. Outlook Our business remains closely correlated with 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 the strength of the economy, inflation, changes in regulatory conditions and international trade relations, including tariff volatility, 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 customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. On July 6, 2026 and October 1, 2025, Saia implemented 7.1 and 5.9 percent general rate increases, respectively, for customers comprising approximately 25 percent of Saia’s operating revenue. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas and further expanding our geographic and terminal network. The 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.” The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiency gains and geographic and terminal expansion, which should result in numerous operating leverage cost benefits. The Company plans to continue to match resources and capacity to shifting volume levels. The success of cost improvement initiatives is impacted by a number of factors. These factors include the cost and availability of personnel and purchased transportation and the cost of diesel fuel, claims and insurance and other inflationary factors. Effective July 1, 2026, the Company implemented a market competitive salary and wage increase for all employees, excluding executives. The increase was approximately three percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains. See “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially adversely affect our financial condition, results of operations, cash flows and prospects. Financial Condition, Liquidity and Capital Resources The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements. Working capital/capital expenditures Working capital at June 30, 2026 was $216.7 million, an increase from $148.3 million at June 30, 2025. Current assets at June 30, 2026 increased by $136.5 million as compared to June 30, 2025, driven by an increase in accounts receivable of $76.6 million and an increase in cash and cash equivalents of $65.2 million, partially offset by a decrease in income tax receivable of $12.2 million. Current liabilities increased by $68.1 million at June 30, 2026 compared to June 30, 2025 largely due to an increase in accounts payable of $35.8 million and an increase in wages, vacation and employees‘ benefits of $30.3 million. 15 A summary of our cash activity is presented below: Six Months 2026 2025 (in thousands) Cash and Cash Equivalents, beginning of period $ 19,720 $ 19,473 Net cash flows provided by (used in): Operating activities 291,231 279,815 Investing activities (158,022 ) (383,967 ) Financing activities (68,915 ) 103,516 Net Increase (Decrease) in Cash and Cash Equivalents 64,294 (636 ) Cash and Cash Equivalents, end of period $ 84,014 $ 18,837 Cash flows provided by operating activities were $291.2 million for the six months ended June 30, 2026 versus $279.8 million for the six months ended June 30, 2025 largely driven by changes in other operating assets and liabilities, net, and higher net income, partially offset by increased accounts receivable. For the six months ended June 30, 2026, net cash used in investing activities was $158.0 million compared to $384.0 million in the same period last year, a $226.0 million decrease. This decrease resulted primarily from a decrease in revenue equipment acquisitions during 2026. For the six months ended June 30, 2026, net cash used in financing activities was $68.9 million compared to net cash provided by financing activities of $103.5 million during the same period last year, as a result of repayments on the credit arrangements during the current period. 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. The table below sets forth our net capital expenditures for property and equipment for the six-month period ended June 30, 2026 and the year ended December 31, 2025 (in millions): Six Months Year 2026 2025 (in millions) Land and structures, net $ 38.3 $ 188.7 Revenue equipment, net 111.6 312.0 Technology and other, net 8.1 43.4 Total $ 158.0 $ 544.1 The Company currently anticipates that net capital expenditures in 2026 will be approximately $350 million to $400 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 $158.0 million in the first six months of 2026. Approximately $74.3 million of the 2026 remaining capital budget was committed as of June 30, 2026. Credit Arrangements Revolving Credit Facility The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December 2024. 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 it 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 16 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 June 30, 2026. As of June 30, 2026 the Company had no outstanding borrowings and outstanding letters of credit of $36.0 million under the Revolving Credit Facility. As of December 31, 2025, the Company had $63.0 million of outstanding borrowings and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At June 30, 2026, the Company had $564.0 million in availability under the Revolving Credit Facility. Private Shelf Agreement 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. 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. Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction. The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at June 30, 2026. At June 30, 2026 and December 31, 2025, the Company had outstanding notes under the Shelf Agreement of $100.0 million. Contractual Obligations 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, 2026 totaled $207.4 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. For the remainder of 2026, $3.8 million of interest payments are anticipated based on borrowings and commitments outstanding at June 30, 2026. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. Total purchase obligations, including those that extend beyond the current year, at June 30, 2026 were $91.7 million, including commitments of $90.8 million for capital expenditures. As of June 30, 2026, the Revolving Credit Facility had no outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance. Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of June 30, 2026 the Company had total outstanding letters of credit of $36.0 million and $64.5 million in surety bonds. The Company has accrued approximately $3.2 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of June 30, 2026. At June 30, 2026, the Company has accrued $113.2 million for claims and insurance liabilities. Critical Accounting Policies and Estimates There have been no significant changes to the application of the critical accounting policies and estimates contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The reader should refer to our 2025 Annual Report on Form 10-K for a full disclosure of all critical accounting policies and estimates of amounts recorded in certain assets, liabilities, revenue and expenses. 17
The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices. To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program. The detail of the Company’s debt structure is more f…
The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices. To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program. The detail of the Company’s debt structure is more fully described in Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. The following table provides information about the Company’s third-party financial instruments as of June 30, 2026. The table presents annual principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of fixed rate debt is based on current market interest rates for similar types of financial instruments, reflective of level two inputs. 2026 2026 2027 2028 2029 2030 Thereafter Total Fair Value Fixed rate debt $0.1 $— $— $100.0 $— $— $100.1 $100.5 Average interest rate 3.1% — — 6.1% — — 6.1%
Read original filing text →Item 1A. Risk Factors — In addition to the other information included in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for th…
Item 1A. Risk Factors — In addition to the other information included in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than the following risk factor, which replaces the risk factor titled “We face litigation risks that could have a material adverse effect on the operation of our business,” there have been no material changes to the risk factors identified in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2025. We face litigation risks that could have a material adverse effect on our business. We face litigation risks regarding a variety of issues, including accidents involving our trucks and employees, workers’ compensation claims, federal and state labor and employment law claims, securities claims, privacy claims, contract claims, environmental liability, and other matters. There has also been an increase in the number of, and potential legal exposure associated with, state law claims asserted against freight brokers from accidents involving motor carriers the freight broker has engaged to haul a shipment, often on the grounds the broker was negligent in selecting the carrier. We could be held liable for personal injury, property damage, and other liabilities arising not only in connection with the trucks we operate, but also from trucks that are operated by contracted and brokered third-party transportation providers. Legal claims could result in the diversion of our management’s time and be disruptive to normal business operations. Costs we incur to defend or settle claims or satisfy a judgment could result in significant expense that may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. In recent years, several insurance companies have completely stopped offering coverage to trucking companies for automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts. This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly increase our cost of obtaining such coverage or could subject us to significant liabilities for which no insurance is in place, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Read original filing text →