Saia Inc: Form 10-Q for the period ended Mar 31, 2025

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2024 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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;
• capacity and highway infrastructure constraints;
• risks arising from new or higher tariffs;
• 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;
• failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses;
• 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;
• 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;
• 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;
• unforeseen costs from new and existing data privacy laws;
• changes to the way LTL freight is categorized;
• costs from new and existing laws regarding how to classify workers;
• 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;
• 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, 2024, 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 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.

First Quarter Overview

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.

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.

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.

General

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).

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.

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.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended March 31, 2025 and 2024

(unaudited)

(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul)

14

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

Revenue and volume

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.

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.

Operating expenses and margin

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.

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.

Other

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.

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.

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

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.

Outlook

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.

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.”

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.

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.

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 required under insurance programs, as well as funding working capital requirements.

Working capital/capital expenditures

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

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.

A summary of our cash activity is presented below:

(in thousands)

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.

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 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.

Credit Arrangements

Revolving Credit Facility

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.

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.

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 March 31, 2025.

At March 31, 2025 and December 31, 2024, 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 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.

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.

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.

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, 2024. The reader should refer to our 2024 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.

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 March 31, 2025. 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.

The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company.

Quarterly Controls Evaluation and Related CEO and CFO Certifications

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company conducted an evaluation of the effectiveness of the design and operation of its “disclosure controls and procedures” (Disclosure Controls). The Disclosure Controls evaluation was performed under the supervision and with the participation of management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Based upon the controls evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Disclosure Controls are effective to ensure that information the Company is required to disclose in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

During the period covered by this Quarterly Report on Form 10-Q, there were no changes in internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported timely. Disclosure Controls are also designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. The Company’s Disclosure Controls include components of its internal control over financial reporting which consists of control processes designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that its Disclosure Controls or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings — For a description of legal proceedings, see Note 3 “Commitments and Contingencies” of the accompanying unaudited condensed consolidated financial statements.

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, 2024, 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 "Changes in U.S. international trade relationships, including the imposition of new or higher tariffs, may adversely impact our customers, our industry, and 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, 2024.

Changes in U.S. trade policy and the impact of recently announced tariffs may continue to adversely impact our customers, our industry, and our business.

Changes in U.S. trade policy and the impact of recently announced tariffs may continue to adversely impact our customers, our industry, and our business. We transport a significant number of shipments that have either been imported into the U.S. or are destined for export from the United States. 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. The announcement of the tariffs has been followed by announcements of limited exceptions and temporary pauses. Certain foreign governments either have taken or are threatening to take retaliatory actions in response. These changes in U.S. trade policy and tariffs have caused uncertainty and volatility in financial markets. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions, declining consumer confidence, inflation or an economic slowdown. These tariffs or other trade restrictions, including corresponding actions taken by other countries in response to U.S. governmental actions or continuing uncertainty around the timing or scale of tariffs, could continue to cause a reduction in the volume of shipments transported in our network or could increase the cost to us of goods and materials used in our business, which could have a material adverse effect on our financial condition, results of operation, liquidity and cash flows.