UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30,~~MARCH 31, ~~2023~~2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-49983

Saia, Inc.

(Exact name of registrant as specified in its charter)


Delaware		48-1229851
(State of incorporation)		(I.R.S. Employer Identification No.)
11465 Johns Creek Parkway, Suite 400
Johns Creek, GA		30097
(Address of principal executive offices)		(Zip Code)

(770) 232-5067

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

SAIA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~26,547,937~~26,588,162 shares of Common Stock outstanding at ~~October 25, 2023.~~April 24, 2024.

SAIA, INC. AND SUBSIDIARIES

INDEX


		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	3

	Condensed Consolidated Statements of Operations for the quarters ended March 31, 2024 and ~~nine months ended September 30,~~ 2023 ~~and 2022~~	4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2024 and ~~nine months ended~~ ~~September 30,~~ 2023 ~~and 2022~~	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~	76

	Notes to Condensed Consolidated Financial Statements	87

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	1211

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	1917

ITEM 4:	Controls and Procedures	2018

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	2119

ITEM 1A:	Risk Factors	2119

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	2119

ITEM 5:	Other Information	19

ITEM 6:	Exhibits	2220

Signature		2321

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)


	September 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023
Assets	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	249,262		$	187,390		$	12,308		$	296,215
Accounts receivable, net		345,940			290,306			345,808			311,742
Prepaid expenses		28,485			22,525			51,231			32,648
Income tax receivable		14,434			23,438
Other current assets		7,472			7,227			6,913			8,089
Total current assets		645,593			530,886			416,260			648,694
Property and Equipment, at cost		2,789,357			2,478,824			3,336,493			2,881,800
Less: accumulated depreciation and amortization		1,115,858			996,204			1,159,629			1,118,492
Net property and equipment		1,673,499			1,482,620			2,176,864			1,763,308
Operating Lease Right-of-Use Assets		126,122			120,455			129,520			118,734
Goodwill and Identifiable Intangibles, net		17,509			18,149			17,082			17,296
Other Noncurrent Assets		22,596			22,600			25,988			35,533
Total assets	$	2,485,319		$	2,174,710		$	2,765,714		$	2,583,565
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	112,594		$	99,792		$	153,487		$	141,877
Wages, vacation and employees’ benefits		77,721			66,684			55,318			75,514
Claims and insurance accruals		46,047			45,481			36,612			41,641
Other current liabilities		25,090			22,684			58,331			27,094
Current portion of long-term debt		10,971			14,519			7,498			10,173
Current portion of operating lease liability		26,805			24,925			26,526			25,757
Total current liabilities		299,228			274,085			337,772			322,056
Other Liabilities:
Long-term debt, less current portion		7,963			16,489			76,553			6,315
Operating lease liability, less current portion		102,848			98,581			98,190			96,462
Deferred income taxes		163,267			145,771			157,626			155,841
Claims, insurance and other		62,550			60,443			66,635			61,397
Total other liabilities		336,628			321,284			399,004			320,015
Commitments and Contingencies (Note 3)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,547,937 and 26,464,197 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		27			26
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding								-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,588,162 and 26,549,372 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively								27			27
Additional paid-in-capital		282,175			277,366			282,090			285,092
Deferred compensation trust, 69,682 and 69,982 shares of common stock at cost at September 30, 2023 and December 31, 2022, respectively		(5,565	)		(5,248	)
Deferred compensation trust, 69,412 and 69,672 shares of common stock at cost at March 31, 2024 and December 31, 2023, respectively								(5,928	)		(5,679	)
Retained earnings		1,572,826			1,307,197			1,752,749			1,662,054
Total stockholders’ equity		1,849,463			1,579,341			2,028,938			1,941,494
Total liabilities and stockholders’ equity	$	2,485,319		$	2,174,710		$	2,765,714		$	2,583,565

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters ended March 31, 2024 and ~~nine months ended September 30,~~ 2023 ~~and 2022~~

(unaudited)


	Third Quarter						Nine Months						First Quarter
	2023			2022			2023			2022			2024			2023
	(in thousands, except per share data)												(in thousands, except per share data)
Operating Revenue	$	775,144		$	729,561		$	2,130,301		$	2,136,331		$	754,775		$	660,535
Operating Expenses:
Salaries, wages and employees' benefits		344,605			297,247			955,449			881,762			341,713			298,956
Purchased transportation		76,746			85,452			173,244			255,519			52,507			46,727
Fuel, operating expenses and supplies		144,282			145,461			419,397			413,762			156,325			141,625
Operating taxes and licenses		17,018			16,261			51,540			48,813			19,766			17,065
Claims and insurance		18,024			15,988			49,039			40,940			17,463			14,059
Depreciation and amortization		45,618			40,682			133,156			117,578			48,849			42,880
Other operating, net		416			115			643			160			240			80
Total operating expenses		646,709			601,206			1,782,468			1,758,534			636,863			561,392
Operating Income		128,435			128,355			347,833			377,797			117,912			99,143
Nonoperating (Income) Expenses:
Interest expense		454			581			1,600			1,941			542			688
Interest income		(2,423	)		(72	)		(3,050	)		(134	)		(755	)		(140	)
Other, net		157			140			(1,336	)		1,206			(788	)		(503	)
Nonoperating (income) expenses, net		(1,812	)		649			(2,786	)		3,013			(1,001	)		45
Income Before Income Taxes		130,247			127,706			350,619			374,784			118,913			99,098
Income Tax Provision		32,034			29,815			84,990			88,224			28,218			23,001
Net Income	$	98,213		$	97,891		$	265,629		$	286,560		$	90,695		$	76,097

Weighted average common shares outstanding – basic		26,644			26,539			26,626			26,506			26,672			26,600
Weighted average common shares outstanding – diluted		26,779			26,676			26,755			26,663			26,794			26,702

Basic Earnings Per Share	$	3.69		$	3.69		$	9.98		$	10.81		$	3.40		$	2.86
Diluted Earnings Per Share	$	3.67		$	3.67		$	9.93		$	10.75		$	3.38		$	2.85

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters ended March 31, 2024 and ~~nine months ended September 30,~~ 2023 ~~and 2022~~

(unaudited)


	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total			Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)															(in thousands)
Balance at December 31, 2022		26,464	$	26	$	277,366		$	(5,248	)	$	1,307,197	$	1,579,341
Balance at December 31, 2023																	26,549	$	27	$	285,092		$	(5,679	)	$	1,662,054	$	1,941,494
Stock compensation, including options and long-term incentives		—		—		2,225			—			—		2,225			—		—		2,724			—			—		2,724
Exercise of stock options, less shares withheld for taxes		21		—		2,204			—			—		2,204			17		—		1,993			—			—		1,993
Shares issued for long-term incentive awards, net of shares withheld for taxes		48		1		(8,928	)		—			—		(8,927	)		22		—		(7,968	)		—			—		(7,968	)
Purchase of shares by Deferred Compensation Trust		—		—		474			(474	)		—		—			—		—		314			(314	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(67	)		67			—		—			—		—		(65	)		65			—		—
Net income		—		—		—			—			76,097		76,097			—		—		—			—			90,695		90,695
Balance at March 31, 2023		26,533	$	27	$	273,274		$	(5,655	)	$	1,383,294	$	1,650,940
Balance at March 31, 2024																	26,588	$	27	$	282,090		$	(5,928	)	$	1,752,749	$	2,028,938

Stock compensation, including options and long-term incentives		—		—		2,500			—			—		2,500
Director deferred share activity		2		—		1,417			—			—		1,417
Exercise of stock options, less shares withheld for taxes		—		—		46			—			—		46
Sale of shares by Deferred Compensation Trust		—		—		(29	)		29			—		—
Net income		—		—		—			—			91,319		91,319
Balance at June 30, 2023		26,535	$	27	$	277,208		$	(5,626	)	$	1,474,613	$	1,746,222

Stock compensation, including options and long-term incentives		—		—		2,686			—			—		2,686
Exercise of stock options, less shares withheld for taxes		12		—		2,541			—			—		2,541
Shares issued for long-term incentive awards, net of shares withheld for taxes		1		—		(199	)		—			—		(199	)
Sale of shares by Deferred Compensation Trust		—		—		(61	)		61			—		—
Net income		—		—		—			—			98,213		98,213
Balance at September 30, 2023		26,548	$	27	$	282,175		$	(5,565	)	$	1,572,826	$	1,849,463


	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total			Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)															(in thousands)
Balance at December 31, 2021		26,337	$	26	$	274,633		$	(4,101	)	$	949,775	$	1,220,333
Balance at December 31, 2022																	26,464	$	26	$	277,366		$	(5,248	)	$	1,307,197	$	1,579,341
Stock compensation, including options and long-term incentives		—		—		2,056			—			—		2,056			—		—		2,225			—			—		2,225
Exercise of stock options, less shares withheld for taxes		10		—		907			—			—		907			21		—		2,204			—			—		2,204
Shares issued for long-term incentive awards, net of shares withheld for taxes		61		—		(11,230	)		—			—		(11,230	)		48		1		(8,928	)		—			—		(8,927	)
Purchase of shares by Deferred Compensation Trust		—		—		2,445			(2,445	)		—		—			—		—		474			(474	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(1,066	)		1,066			—		—			—		—		(67	)		67			—		—
Net income		—		—		—			—			79,424		79,424			—		—		—			—			76,097		76,097
Balance at March 31, 2022		26,408	$	26	$	267,745		$	(5,480	)	$	1,029,199	$	1,291,490
Balance at March 31, 2023																	26,533	$	27	$	273,274		$	(5,655	)	$	1,383,294	$	1,650,940

Stock compensation, including options and long-term incentives		—		—		1,756			—			—		1,756
Director deferred share activity		3		—		1,170			—			—		1,170
Exercise of stock options, less shares withheld for taxes		1		—		101			—			—		101
Purchase of shares by Deferred Compensation Trust		—		—		631			(631	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(8	)		8			—		—
Net income		—		—		—			—			109,245		109,245
Balance at June 30, 2022		26,412	$	26	$	271,395		$	(6,103	)	$	1,138,444	$	1,403,762

Stock compensation, including options and long-term incentives		—		—		1,894			—			—		1,894
Exercise of stock options less shares withheld for taxes		48		—		3,408			—			—		3,408
Shares issued for long-term incentive awards, net of shares withheld for taxes		2		—		(473	)		—			—		(473	)
Purchase of shares by Deferred Compensation Trust		—		—		93			(93	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(959	)		959			—		—
Net income		—		—		—			—			97,891		97,891
Balance at September 30, 2022		26,462	$	26	$	275,358		$	(5,237	)	$	1,236,335	$	1,506,482

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~

(unaudited)


	Nine Months						First Quarter
	2023			2022			2024			2023
	(in thousands)						(in thousands)
Operating Activities:
Net income	$	265,629		$	286,560		$	90,695		$	76,097
Noncash items included in net income:
Depreciation and amortization		133,156			117,578			48,849			42,880
Deferred income taxes		17,496			824			1,785			5,738
Other, net		12,158			268			3,624			2,968
Changes in operating assets and liabilities:
Accounts receivable		(58,005	)		(60,684	)		(34,371	)		(5,276	)
Accounts payable		25,160			392			3,457			7,008
Change in other assets and liabilities, net		20,674			(864	)		(7,571	)		(10,145	)
Net cash provided by operating activities		416,268			344,074			106,468			119,270
Investing Activities:
Acquisition of property and equipment		(340,528	)		(279,057	)		(457,164	)		(128,415	)
Proceeds from disposal of property and equipment		2,141			1,061			343			360
Other		1,379			—			4,999			—
Net cash used in investing activities		(337,008	)		(277,996	)		(451,822	)		(128,055	)
Financing Activities:
Repayments of revolving credit agreement		—			(1,000	)
Borrowings of revolving credit agreement		—			1,000
Repayments of revolving credit facility								(48,100	)		—
Borrowings of revolving credit facility								120,100			—
Proceeds from stock option exercises		4,791			4,416			1,993			2,204
Shares withheld for taxes		(9,126	)		(11,703	)		(7,968	)		(8,927	)
Repayment of finance leases		(12,074	)		(15,554	)		(4,437	)		(4,504	)
Other financing activity		(979	)		—			(141	)		(953	)
Net cash used in financing activities		(17,388	)		(22,841	)
Net Increase in Cash and Cash Equivalents		61,872			43,237
Net cash provided by (used in) financing activities								61,447			(12,180	)
Net Decrease in Cash and Cash Equivalents								(283,907	)		(20,965	)
Cash and Cash Equivalents, beginning of period		187,390			106,588			296,215			187,390
Cash and Cash Equivalents, end of period	$	249,262		$	149,825		$	12,308		$	166,425

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia). All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.

The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. 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, ~~2022.~~2023. Operating results for the quarter ~~and nine months~~ ended ~~September 30, 2023~~March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2023.~~2024.

Business

The Company provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of its revenue has been derived from transporting LTL shipments across 4546 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. The Company’s customer base is diversified across numerous industries.

Revenue Recognition

The Company’s revenues are derived primarily from the transportation of freight as it satisfies performance obligations that arise from contracts with its customers. The Company’s performance obligations arise when it receives a bill of lading (BOL) to transport a customer's commodities at negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received and accepted, a legally-enforceable contract is formed whereby the parties are committed to perform and the rights of the parties, shipping terms and conditions, and payment terms have been identified. Each shipment represents a distinct service that is a separately identified performance obligation.

The typical transit time to complete a shipment is from one to five days. Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited transportation services over the transit time of the shipment as it moves from origin to destination based on the transit status at the end of each reporting period.

Key estimates included in the recognition and measurement of revenue and related accounts receivable are as follows:

•

Revenue associated with shipments in transit is recognized ratably over the transit time; and

•

Adjustments to revenue for billing adjustments and collectability.

The portion of the gross invoice related to interline transportation services that involve the services of another party, such as another LTL service provider, is not recorded in the Company’s revenues. Revenue from logistics services is recognized as the services are provided.

Claims and Insurance Accruals

The Company maintains a significant amount of insurance coverage with third-party insurance carriers that provides various levels of protection for covered risk exposure, including in the areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits and retention ~~amounts~~ and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported. Accruals are calculated on reported claims based on an evaluation of the nature and severity of the claim, historical loss experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily injury and property damage claims.

(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):


	Third Quarter				Nine Months				First Quarter
	2023		2022		2023		2022		2024		2023
Numerator:
Net income	$	98,213	$	97,891	$	265,629	$	286,560	$	90,695	$	76,097
Denominator:
Denominator for basic earnings per share–weighted average common shares		26,644		26,539		26,626		26,506		26,672		26,600
Dilutive effect of share-based awards		135		137		129		157		122		102
Denominator for diluted earnings per share–adjusted weighted average common shares		26,779		26,676		26,755		26,663		26,794		26,702

Basic Earnings Per Share	$	3.69	$	3.69	$	9.98	$	10.81	$	3.40	$	2.86

Diluted Earnings Per Share	$	3.67	$	3.67	$	9.93	$	10.75	$	3.38	$	2.85

For the quarter ~~and nine months~~ ended ~~September 30, 2023, options and restricted stock for~~ ~~5,370~~ ~~and~~ ~~6,154~~March 31, 2024, there were no anti-dilutive shares of common stock ~~respectively,~~that were excluded from the calculation of diluted earnings per ~~share because their effect was anti-dilutive.~~share. For the quarter ~~and nine months~~ ended ~~September 30, 2022,~~March 31, 2023, options and restricted stock for ~~43,602~~ ~~and~~ ~~27,598~~29,120 shares of common stock ~~respectively,~~ were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

(3) Commitments and Contingencies

The Company is subject to legal proceedings that arise in the ordinary course of its business. Management believes that adequate provisions for the resolution of all contingencies, claims and pending litigation have been made for probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect on its financial condition but could have a material adverse effect on the results of operations in a given quarter or annual period.

(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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was $~~18.5~~83.8 million and $~~31.2~~16.1 million, respectively, based upon level two inputs in the fair value hierarchy. The carrying value of the debt was $~~18.9~~84.1 million and $~~31.0~~16.5 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

(5) Debt and Financing Arrangements

At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, debt consisted of the following (in thousands):


	September 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Credit Agreement with Banks, described below	$	—	$	—
Credit Agreements, described below					$	72,000	$	—
Finance Leases, described below		18,934		31,008		12,051		16,488
Total debt		18,934		31,008		84,051		16,488
Less: current portion of long-term debt		10,971		14,519		7,498		10,173
Long-term debt, less current portion	$	7,963	$	16,489	$	76,553	$	6,315

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.

Credit ~~Agreement~~Agreements

~~Prior to February 3, 2023, the~~Revolving Credit Facility

The Company ~~was~~is a party to a ~~Sixth Amended and Restated Credit Agreement~~credit agreement with aits banking group (the ~~Amended~~Revolving Credit ~~Agreement)~~Facility), ~~that provided~~which provides up to a $300 million revolving line of credit through ~~February 2024. The Amended Credit Agreement also had an accordion feature that allowed for an additional $100~~ million availability, subject to certain conditions and availability of lender commitments. Under the Amended Credit Agreement, the Company was required to maintain a minimum debt service coverage ratio set at ~~1.25~~ ~~to 1.00 and a maximum leverage ratio set at~~ ~~3.25~~ to 1.00. The Amended Credit Agreement provided for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement. The Amended Credit Agreement contained certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default.

On February 3, 2023, the Company entered into a new unsecured credit agreement with a banking group (the 2023 Credit Agreement) and terminated the Amended Credit Agreement. The 2023 Credit Agreement maintains the amount of the previous line of credit of $~~300~~ ~~million and extends the term until~~ February 2028. The ~~2023~~Revolving Credit ~~Agreement~~Facility contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. The applicable margin is between 1.00% and 1.75% per annum for term SOFR loans and between 0.00% and 0.75% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The Company also accrues fees based on the daily unused portion of the credit facility, which is between 0.0125% and 0.025% based on the Company’s consolidated net lease adjusted leverage ratio. Under the ~~2023~~Revolving Credit ~~Agreement,~~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 ~~2023~~Revolving Credit ~~Agreement~~Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the ~~2023~~Revolving Credit ~~Agreement,~~Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in compliance with its debt covenants at March 31, 2024.

At ~~September 30, 2023~~March 31, 2024, the Company had outstanding borrowings of $72.0 million and outstanding letters of credit of $32.4 million under the Revolving Credit Facility. At December 31, ~~2022,~~2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million ~~and~~under the Revolving Credit Facility.

Private Shelf Agreement

On November 9, 2023, the Company entered into a $~~31.2~~350 million ~~respectively, under these credit agreements. The available portion~~uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the ~~2023~~Company, through November 9, 2026.

Pursuant to the Shelf Agreement, the Company agreed to sell up to $100 million aggregate principal amount of senior notes (the Initial Notes) to the Note Purchasers. The Initial Notes will bear interest at 6.09% per annum and will mature five years after the date on which the Initial Notes are issued, unless repaid earlier by the Company. The funding date for the Initial Notes may occur at any time on or prior to August 2, 2024. The Initial Notes will be 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 ~~be used for general corporate purposes, including capital expenditures, working capital~~require immediate payment of all amounts owing under such notes.

At March 31, 2024 and ~~letter of credit requirements, as needed.~~December 31, 2023, respectively, the Company had no outstanding borrowings under its Shelf Agreement.

Finance Leases

The Company is obligated under finance leases with seven-year original terms ~~collateralized by~~covering revenue equipment. Total liabilities recognized under finance leases were $~~18.9~~12.1 million and $~~31.0~~16.5 million as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, approximately $~~39.7~~34.6 million and $~~60.5~~38.6 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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were each ~~3.9~~4.0 ~~percent and~~ ~~3.7~~ ~~percent, respectively.~~percent.

109

Principal Maturities of Long-Term Debt

The principal maturities of long-term debt, including interest on finance leases, for the next five years (in thousands) are as ~~follows (in thousands):~~

Amount

2023

$
2,626

2024

10,604

2025

5,453

2026

995

2027

—

Thereafter

—

Total

19,678

Less: Amounts Representing Interest on Finance Leases

744

Total

$
18,934

follows:


	Amount
2024	$	6,016
2025		5,453
2026		994
2027		—
2028		72,000
Thereafter		—
Total		84,463
Less: Amounts Representing Interest on Finance Leases		412
Total	$	84,051

(6) Asset Acquisitions

On January 17, 2024, the Company completed the purchase of 17 freight terminals of Yellow Corporation for an aggregate purchase price of $235.7 million in cash. In addition, on January 17, 2024, the Company completed the acquisition of Yellow Corporation’s interests in leases for 11 freight terminals for an aggregate purchase price of $7.9 million in cash, plus the assumption of certain liabilities under the leases and the payment of cure costs. These terminals were recorded as asset acquisitions using the cost accumulation and allocation model in accordance with ASC Topic 805, Business Combinations, and the owned and leased terminals are included in Property and Equipment and in Operating Lease Right-of-Use Assets, respectively, on the unaudited Condensed Consolidated Balance Sheets.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our ~~2022~~2023 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. 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” 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 operating 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;

•

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 international business operations and relationships;

•

seasonal factors, harsh weather and disasters caused by climate change;

•

economic declines in the geographic regions or industries in which our customers operate;

•

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 make future acquisitions or to achieve acquisition synergies;

•

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;

•

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, including the COVID-19 pandemic;~~disease;

•

international conflicts and geopolitical instability;

•

increasing investor and customer sensitivity to social and sustainability issues, including climate change;

•

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, ~~2022,~~2023, 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 yield while also increasing ~~volumes to build~~volumes. Components of this strategy include building density in existing geography and ~~to pursue~~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.~~utilization (primarily tractors and trailers). Pricing initiatives have had a positive impact on yield and profitability. The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction. Technology continues to be an important investment as ~~the Company continues to~~we work ~~toward~~towards improving customer experience, operational efficiencies ~~safety~~ and ~~company~~Company image.

~~Third~~First Quarter Overview

The Company’s operating revenue increased by ~~6.2~~14.3 percent in the ~~third~~first quarter of ~~2023~~2024 compared to the same period in ~~2022. This~~2023. The increase resulted primarily from increases in shipments and tonnage partially as a result of the redistribution of freight due to industry consolidation. ~~This increase was partially offset by decreases in fuel surcharge revenue, resulting from lower diesel fuel prices.~~ In the ~~third~~first quarter of ~~2023,~~2024, LTL shipments ~~per workday~~ were up ~~12.2~~15.7 percent and LTL tonnage ~~per workday~~ was up ~~6.7~~6.2 percent compared to the prior year quarter. Additionally, increases in revenue were driven by improved revenue per hundredweight ~~and revenue per shipment, excluding fuel surcharge,~~ due to pricing and changes in business mix.

Consolidated operating income ~~of $128.4~~was $117.9 million for the ~~third~~first quarter of ~~2023 was relatively flat~~2024 compared to $99.1 million for the ~~third~~first quarter of ~~2022.~~2023. Diluted earnings per share ~~of $3.67~~were $3.38 in the ~~third~~first quarter of ~~2023 was also flat~~2024 compared to diluted earnings per share of $2.85 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was ~~83.4~~84.4 percent in the ~~third~~first quarter of ~~2023~~2024 compared to ~~82.4~~85.0 percent in the ~~third~~first quarter of ~~2022.~~2023. The Company generated ~~$416.3~~$106.5 million in net cash provided by operating activities in the first ~~nine~~three months of ~~2023~~2024 compared with ~~$344.1~~$119.3 million in the same period last year.

13On January 17, 2024, the Company completed the purchase of 17 freight terminals of Yellow Corporation for an aggregate purchase price of $235.7 million in cash. In addition, the Company completed the acquisition of Yellow Corporation’s interests in leases for 11

freight terminals for an aggregate purchase price of $7.9 million in cash, plus the assumption of certain liabilities under the leases and the payment of cure costs.

General

The following Management’s Discussion and Analysis describes the principal factors affecting the results of operations, financial condition, liquidity and capital resources, as well as the critical accounting policies and estimates of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).

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 4546 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 hundredweight (a measure of yield) and revenue per shipment; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~

(unaudited)


							Percent										Percent
							Variance										Variance
	2023			2022			'23 v. '22				2024			2023			'24 v. '23
	(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment and length of haul)										(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul)
Operating Revenue	$	775,144		$	729,561			6.2		%	$	754,775		$	660,535			14.3		%
Operating Expenses:
Salaries, wages and employees’ benefits		344,605			297,247			15.9				341,713			298,956			14.3
Purchased transportation		76,746			85,452			(10.2	)			52,507			46,727			12.4
Fuel and other operating expenses		179,740			177,825			1.1				193,794			172,829			12.1
Depreciation and amortization		45,618			40,682			12.1				48,849			42,880			13.9
Operating Income		128,435			128,355			0.1				117,912			99,143			18.9
Operating Ratio		83.4	%		82.4	%						84.4	%		85.0	%
Nonoperating (Income) Expense		(1,812	)		649			(379.2	)			(1,001	)		45			(2,324.4	)

Working Capital (as of September 30, 2023 and 2022)		346,365			212,933
Working Capital (as of March 31, 2024 and 2023)												78,488			242,983
Cash Flows provided by Operating Activities (year to date)		416,268			344,074							106,468			119,270
Net Acquisitions of Property and Equipment (year to date)		338,387			277,996							456,821			128,055

Saia Motor Freight Operating Statistics:
Workdays		63			64							64			64
LTL Tonnage		1,467			1,397			5.0				1,392			1,311			6.2
LTL Shipments		2,158			1,954			10.4				2,108			1,822			15.7
LTL Revenue per hundredweight	$	25.87		$	25.10			3.1			$	26.51		$	24.63			7.6
LTL Revenue per hundredweight, excluding fuel surcharge	$	21.39		$	19.74			8.4			$	22.26		$	20.15			10.5
LTL Revenue per shipment	$	351.64		$	359.04			(2.1	)		$	350.18		$	354.37			(1.2	)
LTL Revenue per shipment, excluding fuel surcharge	$	290.79		$	282.41			3.0			$	293.96		$	289.87			1.4
LTL Pounds per shipment		1,360			1,431			(5.0	)			1,321			1,439			(8.2	)
LTL Length of haul		896			897			(0.1	)			888			892			(0.4	)

Quarter ~~and nine months~~ ended ~~September 30, 2023~~March 31, 2024 compared to quarter ~~and nine months~~ ended ~~September 30, 2022~~March 31, 2023

Revenue and volume

Consolidated revenue for the quarter ended ~~September 30, 2023~~March 31, 2024 increased ~~6.2~~14.3 percent to ~~$775.1 million. This increase resulted~~$754.8 million primarily ~~from~~as a result of increases in shipments and tonnage partially as a result of the redistribution of freight due to industry consolidation. ~~This increase was partially offset by decreases in fuel surcharge revenue as a result of lower diesel fuel prices.~~ For the ~~third~~first quarter of ~~2023,~~2024, Saia’s LTL tonnage was up ~~5.0~~6.2 percent to ~~1.5~~1.4 million tons, and LTL shipments increased ~~10.4~~15.7 percent to ~~2.2~~2.1 million ~~total~~ shipments. LTL revenue per hundredweight, excluding fuel surcharge, increased ~~8.4~~10.5 percent to ~~$21.39~~$22.26 per hundredweight for the ~~third~~first quarter of ~~2023~~2024 as a result of changes in business mix and pricing actions. For the ~~third~~first quarter of ~~2023,~~2024, approximately 75 ~~to 80~~ percent of the Company’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining ~~20 to~~ 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented 6.5 and 7.5 percent general rate increases on January 30, 2023 and ~~January 24, 2022,~~December 4, 2023, respectively. 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.~~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 ~~16.9~~15.7 percent for the quarter ended

~~September 30, 2023~~ March 31, 2024 compared to ~~20.5~~17.8 percent for the quarter ended ~~September 30, 2022,~~March 31, 2023, as a result of decreases in the average cost of diesel fuel ~~pricing structures and changes in mix~~ for the quarter compared to the prior year.

For the nine months ended September 30, 2023, operating revenues were $2.1 billion, down 0.3 percent from operating revenues for the nine months ended September 30, 2022. Shipments and tonnage were relatively flat year over year. Decreases in fuel surcharge revenue, resulting from lower diesel fuel prices, were partially offset by increased revenue per shipment, excluding fuel surcharge, during the first nine months of 2023 compared to the same period in the prior year. Fuel surcharge revenue as a percentage of operating revenue decreased to 16.9 percent for the nine months ended September 30, 2023 compared to 19.8 percent for the nine months ended September 30, 2022, as a result of decreases in the cost of fuel.

Operating expenses and margin

Consolidated operating income ~~of $128.4~~was $117.9 million ~~for~~in the ~~third~~first quarter of ~~2023 was relatively flat~~2024 compared to $99.1 million in the ~~third~~prior year quarter. Overall, the increase in consolidated operating income was the result of increased volumes during the first quarter of ~~2022. Overall, increased operating revenue was primarily offset by increased salaries, wages and employees’ benefits as well as depreciation and amortization expense during the third~~2024. The first quarter of ~~2023. The third quarter of 2023~~2024 operating ratio (operating expenses divided by operating revenue) was ~~83.4~~84.4 percent compared to ~~82.4~~85.0 percent for the same period in ~~2022.~~2023.

Salaries, wages and employees’ benefits increased ~~$47.4~~$42.8 million in the ~~third~~first quarter of ~~2023~~2024 compared to the ~~third~~first quarter of ~~2022.~~2023. This change was primarily driven by increases during the quarter in employee hours and headcount in response to overall increased volumes, during the quarter combined with a Company-wide wage increase in July of 2023 of approximately 4.1 percent. Purchased transportation decreased $8.7 million in the third quarter of 2023 compared to the third quarter of 2022 primarily due to a decrease in non-asset truckload volume in addition to a decrease in cost per mile, partially offset by an increase in LTL purchased transportation miles compared to the same period in 2022. Fuel, operating expensesexpanded footprint and supplies decreased by $1.2 million compared to the third quarter of 2022 largely due to decreases in fuel expense during the quarter, partially offset by increased vehicle maintenance costs and facility costs. Claims and insurance expense in the third quarter of 2023 was $2.0 million higher than the third quarter of 2022 primarily due to increases in insurance premiums as well as accident related self-insurance costs. Depreciation and amortization expense increased $4.9 million in the third quarter of 2023 compared to the same period in 2022 primarily due to ongoing investments in revenue equipment and network expansion.

For the nine months ended September 30, 2023, consolidated operating income was $347.8 million, down 7.9 percent compared to $377.8 million for the nine months ended September 30, 2022. This decrease was largely due to increased salaries, wages and employee’s benefits, partially offset by a decrease in purchased transportation and fuel expense.

~~Salaries, wages and employees’ benefits increased $73.7 million during the first nine months of 2023 compared to the same period last year. This change was primarily driven~~ by a Company-wide wage increase in July 2023 of approximately 4.1 ~~percent combined with headcount increases which allowed us~~percent. Purchased transportation increased $5.8 million in the first quarter of 2024 compared to ~~optimize our internal resources~~the first quarter of 2023 primarily due to ~~support our current~~increased volumes. Fuel, operating expenses and supplies increased by $14.7 million compared to the first quarter of 2023 largely due to increased administrative costs and facility costs due to increased volumes and ~~network expansion. Purchased transportation decreased $82.3 million for~~expanded footprint. Claims and insurance expense in the first ~~nine months~~quarter of 2024 was $3.4 million higher than the first quarter of 2023 primarily due to increased activity and premiums. Depreciation and amortization expense increased $6.0 million in the first quarter of 2024 compared to the same period in the prior year primarily due to a decrease in purchased transportation miles in addition to a decrease in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased $5.6 million during the first nine months of 2023 compared to the same period last year largely due to increased vehicle maintenance costs, investments in information technology network support and an increase in facility costs. These changes were partially offset by decreases in costs of fuel during the period. During the first nine months of 2023, claims and insurance expense was $8.1 million higher than the same period last year primarily due to increases in insurance premiums as well as accident related self-insurance costs. Depreciation and amortization expense increased $15.6 million during the first nine months of 2023 compared to the same period in 2022 primarily due to ongoing investments in revenue equipment, real estate and ~~network expansion.~~technology.

Other

Interest expense ~~for~~in the first quarter ~~and nine months ended September 30, 2023~~of 2024 was lower than the same period in ~~2022~~2023 as the Company continued to pay down finance lease ~~obligations.~~obligations, partially offset by interest expense related to borrowings on the Revolving Credit Facility that occurred late in the quarter.

Interest income for the first quarter ~~and nine months ended September 30, 2023~~of 2024 was higher than the same period in ~~2022~~2023 due to increased interest rates on ~~higher average~~ deposit balances during the period.

The effective tax rate was ~~24.6~~23.7 percent and ~~23.3~~23.2 percent for the quarters ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. For the nine months ended September 30, 2023 and 2022, the effective tax rate was 24.2 and 23.5 percent, respectively. For the nine months ended September 30, 2023 approximately $57.8 million in net cash tax payments were made compared to $102.1 million in the nine months ended September 30, 2022 due to the timing of estimated tax payments.

Net income was ~~$98.2~~$90.7 million, or ~~$3.67~~$3.38 per diluted share, in the ~~third~~first quarter of ~~2023~~2024 compared to net income of ~~$97.9~~$76.1 million, or ~~$3.67~~$2.85 per diluted share, in the ~~third~~first quarter of 2022. Net income was $265.6 million, or $9.93 per diluted share, for the first nine months of 2023 compared to net income of $286.6 million, or $10.75 per diluted share, for the first nine months of 2022.2023.

1614

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 ~~for the remainder of 2023 and beyond~~ is dependent on a number of external factors, including strength of the economy, inflation, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict.

As the market continues to absorb the redistribution of volumes resulting from a large LTL competitor ceasing operations, we believe both positive and challenging effects remain on our business operations and financial performance. The profitability related to any increased volume resulting from the redistribution is uncertain, as revenue increases may be offset by higher costs, or may otherwise be less profitable than our historical business due to changes in freight characteristics.

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 ~~expansion of~~expanding our geographic and terminal network, as well as pricing and yield management. On January 30, 2023 and ~~January 24, 2022~~December 4, 2023 Saia implemented 6.5 and 7.5 percent general rate increases, respectively, for customers comprising approximately ~~20 to~~ 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.”

If we build market share, including through our geographic and terminal expansion, we expect there to be numerous operating leverage cost benefits. Conversely, should the economy soften, we plan to match resources and capacity to shifting volume levels ~~in an effort~~ 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 ~~availability and cost of~~ purchased transportation, ~~cost of~~ diesel fuel ~~cost of~~and insurance costs and inflation.

Effective July 2023, the Company implemented a market competitive salary and wage increase for all employees. The compensation 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

Working capital/capital expenditures

Working capital at ~~September 30, 2023~~March 31, 2024 was ~~$346.4~~$78.5 million, ~~an increase~~a decrease from ~~$212.9~~$243.0 million at ~~September 30, 2022.~~March 31, 2023.

Current assets at ~~September 30, 2023 increased~~March 31, 2024 decreased by ~~$94.2~~$97.3 million as compared to ~~September 30, 2022,~~March 31, 2023, driven by ~~an increase~~a decrease in cash and cash equivalents of ~~$99.4~~$154.1 million ~~and~~to fund the Yellow Corporation real estate acquisitions, partially offset by an increase in accounts receivable of ~~$10.3 million, partially offset by a decrease in prepaid expenses of $19.4~~$50.9 million. Current liabilities ~~decreased~~increased by ~~$39.2~~$67.2 million at ~~September 30, 2023~~March 31, 2024 compared to ~~September 30, 2022 primarily related to a decrease in claims and insurance accruals~~March 31, 2023 largely due to ~~the settlement of certain outstanding claims.~~

an increase in accounts payable and other current liabilities.

A summary of our cash activity is presented below:


	Nine Months		First Quarter
	2023	2022	2024	2023
	(in thousands)		(in thousands)
Cash and Cash Equivalents, beginning of period	$187,390	$106,588	$296,215	$187,390
Net Cash flows provided by (used in):
Operating activities	416,268	344,074	106,468	119,270
Investing activities	(337,008)	(277,996)	(451,822)	(128,055)
Financing activities	(17,388)	(22,841)	61,447	(12,180)
Net Increase in Cash and Cash Equivalents	61,872	43,237
Net Decrease in Cash and Cash Equivalents			(283,907)	(20,965)
Cash and Cash Equivalents, end of period	$249,262	$149,825	$12,308	$166,425

Cash flows provided by operating activities were ~~$416.3~~$106.5 million for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 versus ~~$344.1~~$119.3 million for the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. The ~~increase~~decrease is primarily due to ~~changes~~an increase in ~~working capital compared to the prior year,~~accounts receivable, partially offset by ~~decreased~~changes in other assets and liabilities and additional net ~~income compared to the prior period.~~income. For the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, net cash used in investing activities was ~~$337.0~~$451.8 million compared to ~~$278.0~~$128.1 million in the same period last year, a ~~$59.0~~$323.7 million increase. This increase resulted from the acquisition of terminals from Yellow Corporation in January 2024 in addition to increased ~~capital expenditures as the Company continues~~revenue equipment purchases to ~~expand its footprint and add density in markets.~~support higher volumes. For the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, net cash provided by financing activities was $61.4 million compared to $12.2 million net cash used in financing activities ~~was $17.4 million compared to $22.8 million~~ during the same period last year, as a result of ~~decreased~~borrowings to help fund capital ~~lease payments and less taxes withheld and remitted for equity based compensation shares~~expenditures during the first ~~nine~~three months of ~~2023 compared to the same period in 2022.~~2024.

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. The timing of capital expenditures can largely be managed around the seasonal working capital requirements of the Company. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its credit ~~agreement,~~agreements, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals.

The Company currently ~~expects~~anticipates that net capital expenditures in ~~2023~~2024 will be in excess of ~~$400 million,~~$1 billion, subject to ~~the~~ ongoing evaluation of market conditions. ~~Projected 2023~~Anticipated capital expenditures for the year include normal replacement cycles of revenue equipment, ~~and~~ investments in ~~technology. In addition, the Company plans to add~~technology, and revenue equipment and real estate investments to support our growth initiatives. Net capital expenditures were ~~$338.4~~$456.8 million in the first ~~nine~~three months of ~~2023.~~2024 and include $235.7 million for the acquisition of Yellow Corporation terminals. Additionally, $7.9 million was used to fund the acquisition of the rights of leased properties from Yellow Corporation. Approximately ~~$139.8~~$330.4 million of the ~~2023~~2024 remaining capital budget was committed as of ~~September 30, 2023.~~March 31, 2024.

Credit ~~Agreement~~Agreements

~~Prior to February 3, 2023, the~~Revolving Credit Facility

The Company ~~was~~is a party to a ~~Sixth Amended and Restated Credit Agreement (the Amended Credit Agreement)~~credit agreement with aits banking group ~~that provided~~(the Revolving Credit Facility), which provides up to a $300 million revolving line of credit through February 2024. The Amended Credit Agreement also had an accordion feature that allowed for an additional $100 million availability, subject to certain conditions and availability of lender commitments. The Amended Credit Agreement provided for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under the Amended Credit Agreement.

On February 3, 2023, the Company entered into a new unsecured credit agreement with a banking group (the 2023 Credit Agreement) and terminated the Amended Credit Agreement. The 2023 Credit Agreement maintains the amount of the previous line of credit of $300 million and extends the term until February 2028. The ~~2023~~Revolving Credit ~~Agreement~~Facility contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. The applicable margin is between 1.00% and 1.75% per annum for term SOFR loans and between 0.00% and 0.75% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The Company also accrues fees based on the daily unused portion of the credit facility, which is between 0.0125% and 0.025% based on the Company’s consolidated net lease adjusted leverage ratio. Under the ~~2023~~Revolving Credit ~~Agreement,~~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 ~~2023~~Revolving Credit ~~Agreement~~Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the ~~2023~~Revolving Credit ~~Agreement,~~Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in compliance with its debt covenants at ~~September 30, 2023.~~March 31, 2024.

At ~~September 30, 2023~~March 31, 2024 the Company had outstanding borrowings of $72.0 million and outstanding letters of credit $32.4 million under this Revolving Credit Facility. As of December 31, ~~2022,~~2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million ~~and $31.2 million, respectively,~~ under ~~these credit agreements.~~this Revolving Credit Facility. At ~~September 30, 2023,~~March 31, 2024, the Company had ~~$267.9~~$195.6 million in availability under the Revolving Credit Facility.

Private Shelf Agreement

On November 9, 2023, ~~Credit Agreement. The available portion~~the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the ~~2023 Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements, as needed.~~Company, through November 9, 2026.

18Pursuant to the Shelf Agreement, the Company agreed to sell up to $100 million aggregate principal amount of senior notes (the Initial Notes) to the Note Purchasers. The Initial Notes will bear interest at 6.09% per annum and will mature five years after the date on which the Initial Notes are issued, unless repaid earlier by the Company. The funding date for the Initial Notes may occur at any time on or prior to August 2, 2024. The Initial Notes will be 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.

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.

At March 31, 2024 and December 31, 2023, respectively, the Company had no outstanding borrowings under its Shelf Agreement.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment. Total liabilities recognized under finance leases were ~~$18.9~~$12.1 million and ~~$31.0~~$16.5 million as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 were ~~3.9 percent and 3.7 percent, respectively.~~each 4.0 percent.

Contractual Obligations

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the ~~Company’s revolving line of credit.~~credit agreements. Contractual obligations for operating leases at ~~September 30, 2023~~March 31, 2024 totaled ~~$154.5~~$149.0 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 ~~$19.7~~$12.5 million at ~~September 30, 2023,~~March 31, 2024, which includes both principal and interest amounts. For the remainder of ~~2023, $0.4~~2024, $5.7 million of interest payments are anticipated based on borrowings and commitments outstanding at ~~September 30, 2023.~~March 31, 2024. See Note 5 to the accompanying unaudited condensed consolidated financial statements in this Current Report on Form 10-Q. Purchase obligations at ~~September 30, 2023~~March 31, 2024 were ~~$141.7~~$330.7 million, including commitments of ~~$141.1~~$330.4 million for capital expenditures. As of ~~September 30, 2023,~~March 31, 2024, the ~~revolving line of credit~~Revolving Credit Facility had $72.0 million outstanding principal balance and the Shelf Agreement had no outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance ~~agreements and amounts outstanding under the revolving line of credit.~~agreements. As of ~~September 30, 2023~~March 31, 2024 the Company had total outstanding letters of credit of ~~$33.9~~$32.4 million and ~~$56.4~~$59.6 million in surety bonds. ~~Additionally at September 30, 2023, the Company had $267.9 million available under its revolving credit facility, subject to existing debt covenants.~~

The Company has accrued approximately ~~$4.6~~$5.0 million for uncertain tax positions and $0.5 million for interest and penalties related to the uncertain tax positions as of ~~September 30, 2023.~~March 31, 2024. At ~~September 30, 2023,~~March 31, 2024, the Company has accrued ~~$93.1~~$83.3 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, ~~2022.~~2023. The reader should refer to our ~~2022~~2023 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 financial statements in this Form 10-Q. ~~To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program.~~

The following table provides information about the Company’s third-party financial instruments as of ~~September 30, 2023.~~March 31, 2024. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of ~~the~~ fixed rate debt ~~(in millions) was estimated based upon level two inputs in the fair value hierarchy. The fair value of finance leases~~(finance leases) is based on current market interest rates for similar types of financial ~~instruments.~~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.

Expected maturity date

2023

2023

2024

2025

2026

2027

Thereafter

Total

Fair Value

Fixed rate debt

$
2.4

$
10.2

$
5.3

$
1.0

$
-

$
-

$
18.9

$
18.5

Average interest rate

3.9
%

3.9
%

4.2
%

3.5
%

-

-

3.9
%


	Expected maturity date						2024
	2024	2025	2026	2027	2028	Thereafter	Total	Fair Value
Fixed rate debt	$5.7	$5.4	$1.0	$—	$—	$—	$12.1	$11.8
Average interest rate	4.0%	4.1%	3.5%	—	—	—	4.0%
Variable rate debt	$—	$—	$—	$—	$72.0	$—	$72.0	$72.0
Average interest rate	—	—	—	—	8.5%	—	8.5%

Item 4. Controls and Procedures

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.

2018

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"~~“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, 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.

There have been no material changes to the risk factors identified in Part I, Item 1A. ~~"Risk Factors"~~“Risk Factors” in our Annual Report on Form ~~10-K~~10‑K for the year ended December 31, ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds —

Issuer Purchases of Equity Securities
Period

(a) Total
Number of
Shares (or
Units)
Purchased (1)

(b) Average
Price Paid
per Share
(or Unit)

(c) Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs

(d) Maximum
Number (or
Approximate Dollar
Value) of Shares (or
Units) that may Yet
be Purchased under
the Plans or Programs
July 1, 2023 through

July 31, 2023

—
(2)

$—
(2)

—

$—
August 1, 2023 through

August 31, 2023

—
(3)

$—
(3)

—

—
September 1, 2023 through

September 30, 2023

—
(4)

$—
(4)

—

—
Total

—

—


Issuer Purchases of Equity Securities
Period	(a) Total Number of Shares (or Units) Purchased (1)		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet be Purchased under the Plans or Programs
January 1, 2024 through
January 31, 2024	—	(2)	$—	(2)	—	$—
February 1, 2024 through
February 29, 2024	—	(3)	$—	(3)	—	—
March 1, 2024 through
March 31, 2024	530	(4)	$593.24	(4)	—	—
Total	530				—


(1)	Any shares purchased by the Saia, Inc. Executive Capital Accumulation Plan are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan ~~sold 760 shares~~had no sales of Saia stock ~~at an average price of $388.11~~ during the period of ~~July~~January 1, ~~2023~~2024 through ~~July~~January 31, ~~2023.~~2024.
(3)	The Saia, Inc. Executive Capital Accumulation Plan ~~had no sales~~sold 790 shares of Saia stock at an average price of $550.79 during the period of ~~August~~February 1, ~~2023~~2024 through ~~August 31, 2023.~~February 29, 2024.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of ~~September~~March 1, ~~2023~~2024 through ~~September 30, 2023.~~March 31, 2024.

21Item 5. Other Information — During the three months ended March 31, 2024, none of our directors or Section 16 officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits


Exhibit
Number		Description of Exhibit

2.1		Asset Purchase Agreement dated December 5, 2023 by and among Saia, Inc., Saia Motor Freight Line, LLC, Yellow Corporation, New Penn Motor Express LLC, USF Holland LLC, USF Reddaway Inc., YRC Inc. and YRC Freight Canada Company (incorporated by reference to Exhibit 2.1 of Saia, Inc’s Form 8-K (File No. 0-49983) filed on December 11, 2023).

3.1		Restated Certificate of Incorporation of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 26, 2006).

3.2		Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.'s Form 8-K (File No. 0-49983) filed on July 2, 2021).

3.3		Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on June 9, 2022).

3.4		Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.2 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on June 9, 2022).

3.5		Amended and Restated By-laws of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 29, 2008).

3.6		Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on December 20, 2010).

31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-15(e).

31.2		Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-15(e).

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2023,~~March 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, 2024 and ~~nine months ended September 30,~~ 2023 ~~and 2022~~ (unaudited), (iii) ~~Condensed~~ Consolidated Statements of Stockholders’ Equity for the quarters ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~ (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104		The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2023,~~March 31, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SAIA, INC.

Date: ~~October 27, 2023~~April 26, 2024		/s/ Douglas L. Col
		Douglas L. Col
		Executive Vice President and Chief Financial Officer

2321


	Amount
2023	$	2,626
2024		10,604
2025		5,453
2026		995
2027		—
Thereafter		—
Total		19,678
Less: Amounts Representing Interest on Finance Leases		744
Total	$	18,934