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 ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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.

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 ☒

~~Indicate the number~~There were 26,532,778 shares of ~~shares~~Common Stock outstanding ~~of each of the issuer's classes of common stock, as of the latest practicable date.~~at April 26, 2023.

For the quarters ended March 31, 2023 and ~~nine months ended September 30, 2017 and 2016~~2022

For the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022

(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, ~~2016.~~2022. Operating results for the quarter ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2023 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2017.~~2023.

Business

~~Business~~

The Company provides ~~regional and interregional~~national less-than-truckload (LTL) services ~~across 38 states~~ through a single integrated organization. While more than 9997 percent of its revenue ~~historically~~ has been derived from transporting LTL shipments across 45 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services ~~throughout~~across North America. The Company’s customer base is diversified across numerous industries.

Revenue Recognition

~~Accounting Pronouncements Adopted~~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 ~~2017~~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.

~~In March 2016,~~The typical transit time to complete a shipment is from one to five days. Billing for transportation services normally occurs after completion of the ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~.service and payment is generally due within 30 days after the invoice date. The Company ~~adopted this new standard effective January 1, 2017. As a result of adoption, $1.3 million of excess tax benefits~~recognizes revenue related to ~~share-based payments was recorded~~the Company’s LTL, non-asset truckload and expedited transportation services over the transit time of the shipment as ~~an offset~~it moves from origin to ~~income tax expense~~destination based on the transit status at the end of each reporting period.

Key estimates included in the ~~first nine months~~recognition and measurement of ~~2017,~~revenue and related accounts receivable are as ~~opposed~~follows:

•

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

•

Adjustments to ~~additional paid-in capital,~~revenue for billing adjustments and collectability.

The portion of the ~~windfall tax benefit was removed from~~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 ~~diluted shares calculation.~~ revenues. Revenue from logistics services is recognized as the services are provided.

Claims and Insurance Accruals

The Company ~~classified~~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 ~~$1.3 million~~areas of ~~excess tax benefits~~workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits, retention amounts and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to ~~share-based payments as operating activities, instead~~workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of financing activities, on the Condensed Consolidated Statement of Cash Flows for the first nine months of 2017. The Company elected to continue to use an estimated forfeiture rate for recording stock compensation expense and to withhold taxes at the minimum statutory rates. The Company classified $1.2 million in shares withheld for taxes as financing activities for the first nine months of 2017. Additionally,losses that the Company reclassified $0.7 million in shares withheld for taxes from operating activities to financing activities for the first nine months of 2016. The Company had no other items requiring retrospective treatment under the pronouncement.

~~Accounting Pronouncements Not Yet Adopted~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers,~~ ~~which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services. The ASU~~ will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB updated ASU No. 2014-09 to defer the effective date by one year. The new standard is effective for the Companyultimately incur on January 1, 2018, at which point the Company plans to adopt this standard. The standard permits the use of either the retrospective or cumulative effect transition method. Under the new standard, accessorial fees, such after hours pickup or delivery,reported claims and on claims that are directly related to freight revenue will continue to be non-distinct services and, thus, be recognized in the same manner as the freight transportation services provided. The Company will change its presentation of its non-asset truckload business from net revenue to gross revenue, and the revenue will be recognized on a percentage-of-completion basis going forward as opposed to upon commencement of the services under the current policy. While the Company has completed its evaluation of its revenue streams and contracts subject to the standard and will adopt the new standard retrospectively, the Company hashave been incurred but not yet ~~quantified the impact of the standard.~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842), a leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets and liabilities~~reported. Accruals are calculated on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard

~~is effective for the Company~~reported claims based on ~~January 1, 2019. Early adoption is permitted. The standard requires the use of a modified retrospective transition method.~~ ~~The Company is evaluating the effect that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures. While the Company has not completed its~~an evaluation of the ~~effect~~nature and severity of the ~~standard~~claim, historical loss experience and on ~~its ongoing financial reporting, it believes~~legal, economic and other factors. Actuarial analysis is also used in calculating the ~~most significant changes relate to the recognition of lease assets~~accruals for workers’ compensation and ~~liabilities on its consolidated balance sheet.~~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
	2017		2016		2017		2016		2023		2022
Numerator:
Net income	$	14,407	$	13,826	$	43,397	$	37,676	$	76,097	$	79,424
Denominator:
Denominator for basic earnings per share–weighted average common shares		25,527		25,038		25,494		25,022		26,600		26,391
Effect of dilutive stock options		152		52		124		46
Effect of other common stock equivalents		434		568		432		557
Dilutive effect of share-based awards										102		279
Denominator for diluted earnings per share–adjusted weighted average common shares		26,113		25,658		26,050		25,625		26,702		26,670

Basic Earnings Per Share	$	0.56	$	0.55	$	1.70	$	1.51	$	2.86	$	3.01

Diluted Earnings Per Share	$	0.55	$	0.54	$	1.67	$	1.47	$	2.85	$	2.98

For the ~~quarter~~quarters ended March 31, 2023 and ~~nine months ended September 30, 2017,~~2022, options and restricted stock for ~~63,104 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter~~29,120 and ~~nine months ended September 30, 2016, options and restricted stock for 402,770 and 516,312~~15,808 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 pays its pro rata share of the cost of letters of credit outstanding for certain workers’ compensation claims incurred prior to March 1, 2000 that Saia’s former parent maintains for insurance programs. The Company’s pro rata share of these outstanding letters of credit was $1.8 million at September 30, 2017.

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, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, 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, 2017~~March 31, 2023 and December 31, ~~2016~~2022 was ~~$126.9~~$26.7 million and ~~$77.6~~$31.2 million, respectively, based upon ~~levels one and~~level two inputs in the fair value hierarchy. The carrying value of the debt was ~~$127.2~~$26.5 million and ~~$73.8~~$31.0 million at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, respectively.

(5) Debt and Financing Arrangements

At ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, debt consisted of the following (in thousands):


	September 30, 2017		December 31, 2016		March 31, 2023		December 31, 2022
Credit Agreement with Banks, described below	$	34,499	$	—	$	—	$	—
Senior Notes under a Master Shelf Agreement, described below		3,571		7,143
Capital Leases, described below		89,163		66,661
Finance Leases, described below						26,504		31,008
Total debt		127,233		73,804		26,504		31,008
Less: current portion of long-term debt		17,072		16,762		14,452		14,519
Long-term debt, less current portion	$	110,161	$	57,042	$	12,052	$	16,489

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.

~~On March 6, 2015,~~Credit Agreement

Prior to February 3, 2023, the Company ~~entered into the Fifth~~was a party to a Sixth Amended and Restated Credit Agreement with ~~its~~a banking group ~~(as amended, the Restated~~(the Amended Credit Agreement), that provided up to a $300 million revolving line of credit through February 2024. The amendment increased the amount of the revolver from $200 million to $250 million and extended the term until March 2020. The amendment also reduced the interest rate pricing grid and eliminated both the borrowing base and the minimum tangible net worth covenant. On the same date, the Company also entered into the Second Amended and Restated Master Shelf Agreement with its long term note holders (as amended, the Restated Master Shelf Agreement) that made changes to this agreement to conform with certain changes in the Restated Credit Agreement.

~~Restated Credit Agreement~~

~~The Restated Credit Agreement is a revolving credit facility for up to $250 million expiring in March 2020. The Restated~~ Credit Agreement also ~~has~~had an accordion feature that ~~allows~~allowed for an additional ~~$75~~$100 million availability, subject to certain conditions and availability of lender approval. The Restated Credit Agreement provides for a LIBOR rate margin range from 112.5 basis points to 225 basis points, base rate margins from minus 12.5 basis points to plus 50 basis points, an unused portion fee from 20 basis points to 30 basis points and letter of credit fees from 112.5 basis points to 225 basis points, in each case based on the Company’s leverage ratio.

commitments. Under the ~~Restated~~Amended Credit Agreement, the Company ~~must~~was required to maintain ~~certain financial covenants including~~ a minimum ~~fixed charge~~debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio ~~among others.~~set at 3.25 to 1.00. The ~~Restated~~Amended Credit Agreement ~~also provides~~provided for a pledge by the Company of certain land and structures, ~~certain tractors, trailers~~accounts receivable and other ~~personal property~~assets to secure indebtedness under this agreement. The Amended Credit Agreement contained certain customary representations and ~~accounts receivable, as defined~~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 Credit Agreement 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, for a total borrowing capacity of up to $450 million. Under the 2023 Credit Agreement, 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 ~~Restated~~event the Company makes an acquisition that meets certain criteria. The 2023 Credit ~~Agreement.~~Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the 2023 Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

At ~~September 30, 2017,~~March 31, 2023 and December 31, 2022, the Company had ~~borrowings of $34.5 million and outstanding letters of credit of $33.9 million under the Restated Credit Agreement. At December 31, 2016, the Company had~~ no outstanding borrowings and outstanding letters of credit of ~~$39.4~~$31.2 million and $31.2 million, respectively, under ~~the Restated Credit Agreement.~~these credit agreements. The available portion of the ~~Restated~~2023 Credit Agreement may be used for general corporate purposes, including ~~future~~ capital expenditures, working capital and letter of credit requirements, as needed.

~~Restated Master Shelf Agreement~~Finance Leases

In 2002, the Company issued $100 million in Senior Notes under a $125 million (amended to $150 million in April 2005) Master Shelf Agreement with Prudential Investment Management, Inc. and certain of its affiliates. The Company issued an additional $25 million in Senior Notes on November 30, 2007 and $25 million in Senior Notes on January 31, 2008 under the same Master Shelf Agreement.

The November 2007 issuance of $25 million Senior Notes has a fixed interest rate of 6.14 percent. The January 2008 issuance of $25 million Senior Notes has a fixed interest rate of 6.17 percent. Payments due for both $25 million issuances were interest only until June 30, 2011 and at that time semi-annual principal payments began with the final payments due January 1, 2018. Under the terms of the Senior Notes, the Company must maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Senior Notes also provide for a pledge by the Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, as defined in the Senior Notes. At September 30, 2017 and December 31, 2016, the Company had $3.6 million and $7.1 million, respectively, in Senior Notes outstanding.

~~Capital Leases~~

The Company is obligated under ~~capital~~finance leases with ~~seven year~~seven-year original terms covering revenue ~~equipment totaling $89.2~~equipment. Total liabilities recognized under finance leases were $26.5 million and ~~$66.7~~$31.0 million as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, respectively. Amortization of assets held under the ~~capital~~finance leases is included in depreciation and amortization expense. As of March 31, 2023 and December 31, 2022, approximately $55.6 million and $60.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest ~~rate~~rates for the ~~capital~~finance leases at ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016 is 3.04~~2022 were 3.8 percent and ~~2.82~~3.7 percent, respectively.

Principal Maturities of Long-Term Debt

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

Amount

2017

$
7,578

2018

16,029

2019

16,029

2020

50,529

2021

16,607

Thereafter

29,270

Total

136,042

Less: Amounts Representing Interest on Capital Leases

8,809

Total

$
127,233


	Amount
2023	$	10,629
2024		10,604
2025		5,453
2026		995
2027		—
Thereafter		—
Total		27,681
Less: Amounts Representing Interest on Finance Leases		1,177
Total	$	26,504

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 ~~2016~~2022 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022. 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.~~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;

•

~~effectiveness of Company-specific performance improvement initiatives,~~operation within a highly competitive industry and the adverse impact from downward pricing pressures, including ~~management of the cost structure to match shifts~~ in ~~customer volume levels;~~

connection with fuel surcharges, and other factors;

•

~~the creditworthiness~~industry-wide external factors largely out of our ~~customers~~control;

•

cost and ~~their ability to pay~~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 ~~services;~~

personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;

•

failure to ~~achieve acquisition synergies;~~

successfully execute the strategy to expand our service geography;

•

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 ~~operate~~keep pace with technological developments;

•

labor relations, including the adverse impact should a portion of our workforce become unionized;

•

cost, availability and ~~grow acquired businesses in a manner that supports the~~resale value ~~allocated to these acquired businesses, including their goodwill;~~

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;

•

~~competitive initiatives~~the creditworthiness of our customers and ~~pricing pressures, including in connection with fuel surcharge;~~

their ability to pay for services;

•

~~loss of significant customers;~~

~~the Company’s~~our need for capital and uncertainty of the credit markets;

•

the possibility of defaults under ~~the Company’s~~our debt agreements, ~~(including~~including violation of financial ~~covenants);~~

covenants;

•

~~possible issuance~~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 ~~equity which would dilute stock ownership;~~

healthcare benefits;

•

~~integration risks;~~

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 ~~including~~and class action ~~lawsuits;~~

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;

•

~~cost~~the potential of higher corporate taxes and ~~availability~~new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

•

the effect of ~~qualified drivers, fuel, purchased transportation, real property, revenue equipment and other assets;~~

governmental regulations, including ~~but not limited to Hours~~hours of ~~Service,~~service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, ~~compliance with legislation requiring companies to evaluate their internal control over financial reporting,~~regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental ~~regulations and the FDA;~~

regulations;

•

unforeseen costs from new and existing data privacy laws;

•

changes in ~~interpretation~~accounting and financial standards or practices;

•

widespread outbreak of ~~accounting principles;~~

~~dependence on key employees;~~

~~inclement weather;~~

~~labor relations,~~an illness or any other communicable disease, including the ~~adverse impact should a portion~~COVID-19 pandemic;

•

the conflict between Russia and Ukraine;

•

relations between China and Taiwan;

•

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 ~~the Company’s workforce become unionized;~~

equity that would dilute stock ownership;

•

~~terrorism risks;~~

weakness, disruption or loss of confidence in financial or credit markets; and

•

~~self-insurance claims and other expense volatility;~~

~~cost and availability of insurance coverage;~~

~~increased costs of healthcare benefits and administration, including as a result of healthcare legislation;~~

•

~~social media risk;~~

~~cyber security risk;~~

~~failure to successfully execute the strategy to expand the Company’s service geography into the Northeastern United States; 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 ~~II,~~I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, 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.~~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 density in existing geography and to ~~expand~~pursue geographic and terminal expansion to promote profitable growth and improve our ~~service geography into the Northeastern United States.~~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 ~~safety~~ 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 ~~that is facilitating~~as the Company works toward improving customer experience, operational efficiencies and ~~customer service.~~company image.

First Quarter Overview

The Company’s operating revenue ~~increased~~decreased by ~~10.6~~0.1 percent in the ~~third~~first quarter of ~~2017~~2023 compared to the same period in ~~2016.~~2022. The ~~increase~~decrease resulted primarily from ~~increased~~decreases in shipments ~~tonnage, fuel surcharges~~ and ~~pricing actions, including a 4.9 percent general rate increase taken July 17, 2017,~~tonnage, partially offset by ~~the timing of the 4~~^th of July holiday, impacts of named hurricanes Harvey and Irma and one less workday in the quarter. Expansion into the Northeastern United States and the new Canadian marketing partnership during the second quarter of 2017 were contributing factors in the increased ~~shipments and tonnage.~~revenue per shipment.

Consolidated operating income was ~~$24.6~~$99.1 million for the ~~third~~first quarter of ~~2017~~2023 compared to ~~$22.6~~$103.4 million for the ~~third~~first quarter of ~~2016.~~2022. In the ~~third~~first quarter of ~~2017,~~2023, LTL shipments ~~and tonnage per workday~~ were ~~up 3.1~~down 7.1 percent and ~~3.6~~LTL tonnage was down 5.5 percent ~~respectively, versus~~compared to the prior year quarter. Diluted earnings per share were ~~$0.55~~$2.85 in the ~~third~~first quarter of ~~2017,~~2023 compared to diluted earnings per share of ~~$0.54~~$2.98 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was ~~93.0~~85.0 percent in the ~~third~~first quarter of ~~2017~~2023 compared to ~~92.8~~84.4 percent in the ~~third~~first quarter of ~~2016.~~2022.

The Company ~~had $127.7~~generated $119.3 million in net cash provided by operating activities in the first ~~nine~~three months of ~~2017~~2023 compared with ~~$118.3~~$96.0 million in the same period last year. The increase is primarily due to ~~increases~~a change in ~~operating income and depreciation and amortization expense and a $1.3 million excess tax benefit from share-based payments for~~working capital compared to the ~~nine months ended September 30, 2017 as a result of the adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-09.~~same period last year. The ~~Company had~~Company’s net cash used in investing activities ~~of $152.6~~was $128.1 million during the first ~~nine~~three months of ~~2017~~2023 compared to ~~$107.8~~$45.4 million in the first ~~nine~~three months of ~~2016,~~2022, primarily as a result of ~~higher~~increased capital expenditures ~~for~~related to real estate and revenue equipment ~~and real estate~~acquisitions in the first ~~nine~~three months of ~~2017.~~2023. The Company’s ~~net cash provided by financing activities was $23.4 million in the first nine months of 2017 compared to $9.8 million~~ net cash used in financing activities was $12.2 million in the first three months of 2023 compared to $15.8 million during the same period last ~~year, primarily due to increased borrowing to fund capital expenditures.~~year. The Company had ~~$34.5 million in~~no outstanding borrowings under its revolving credit agreement, total outstanding letters of credit of ~~$35.7~~$33.0 million and a cash and cash equivalents balance of ~~$0.1~~$166.4 million at ~~September 30, 2017.~~March 31, 2023. The Company also had ~~$3.6 million outstanding in Senior Notes and $89.2~~$26.5 million in obligations under ~~capital~~finance leases at ~~September 30, 2017.~~March 31, 2023. At March 31, 2023, the Company had $268.8 million in availability under the revolving credit facility. The revolving credit facility also has an accordion feature that allows for an additional $150 million availability, subject to certain conditions and availability of lender commitments. The Company was in compliance with the debt covenants under its ~~debt agreements~~revolving credit agreement at ~~September 30, 2017.~~March 31, 2023.

General

The following Management’s Discussion and Analysis describes the principal factors affecting the results of operations, 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 ~~regional and interregional~~national less-than-truckload (LTL) services ~~across 38 states~~ through a single integrated organization. While more than 9997 percent of ~~its~~ revenue is historically ~~has~~

~~been~~ derived from transporting LTL shipments across 45 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services ~~throughout~~across North America.

Our business is highly correlated to non-service sectors of the general economy. ItOur business also is impacted by a number of other factors as discussed under ~~“Forward~~“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, 2017~~March 31, 2023 and ~~2016~~2022

(unaudited)


							Percent										Percent
							Variance										Variance
	2017			2016			'17 v. '16				2023			2022			'23 v. '22
	(in thousands, except ratios and revenue per hundredweight)										(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment and length of haul)
Operating Revenue	$	350,062		$	316,442			10.6		%	$	660,535		$	661,216			(0.1	)	%
Operating Expenses:
Salaries, wages and employees’ benefits		194,920			178,687			9.1				298,956			289,463			3.3
Purchased transportation		23,074			15,657			47.4				46,727			78,248			(40.3	)
Fuel and other operating expenses												172,829			150,104			15.1
Depreciation and amortization		22,338			19,927			12.1				42,880			39,952			7.3
Fuel and other operating expenses		85,128			79,527			7.0
Operating Income		24,602			22,644			8.6				99,143			103,449			(4.2	)
Operating Ratio		93.0	%		92.8	%		(0.2	)			85.0	%		84.4	%
Nonoperating Expense		1,182			1,079			9.5				45			927			(95.1	)

Working Capital (as of September 30, 2017 and 2016)		17,100			13,001
Cash Flows provided by Operations (year to date)(1)		127,737			118,309
Working Capital (as of March 31, 2023 and 2022)												242,983			171,545
Cash Flows provided by Operating Activities (year to date)												119,270			95,961
Net Acquisitions of Property and Equipment (year to date)		152,586			107,825							128,055			45,376

Saia Motor Freight Operating Statistics:
Workdays												64			64
LTL Tonnage		931			913			2.0				1,311			1,387			(5.5	)
LTL Shipments		1,662			1,638			1.5				1,822			1,962			(7.1	)
LTL Revenue per hundredweight	$	17.36		$	16.08			8.0			$	24.63		$	23.29			5.8
LTL Revenue per shipment											$	354.37		$	329.30			7.6
LTL Pounds per shipment												1,439			1,414			1.8
LTL Length of haul												892			915			(2.5	)

~~(1)~~

~~Reflects the adoption of the FASB ASU 2016-09. See Accounting Pronouncements Adopted in 2017 below.~~

Quarter ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2023 compared to ~~Quarter and nine months~~quarter ended ~~September 30, 2016~~March 31, 2022

Revenue and volume

Consolidated revenue for the quarter ended ~~September 30, 2017 increased 10.6~~March 31, 2023 decreased 0.1 percent to ~~$350.1~~$660.5 million primarily as a result of ~~increased~~decreases in shipments and tonnage, ~~shipments, fuel surcharges and pricing actions,~~ partially offset by increased revenue per shipment. For the ~~timing of the 4~~^th ~~of July holiday, impacts of hurricanes and one less workday in the quarter. Expansion into the Northeastern United States and the new Canadian marketing partnership during the second~~first quarter of 2017 were contributing factors in the increased shipments and tonnage in the third quarter of 2017. Saia’s LTL revenue per hundredweight (a measure of yield) increased 8.0 percent to $17.36 per hundredweight for the third quarter of 2017 as a result of increased rates and fuel surcharges. For the third quarter of 2017,2023, Saia’s LTL tonnage ~~increased 3.6~~was down 5.5 percent ~~per workday~~ to ~~0.9~~1.3 million tons, and LTL shipments ~~increased 3.1~~decreased 7.1 percent ~~per workday~~ to ~~1.7~~1.8 million shipments. ~~Approximately~~Revenue per shipment increased 7.6 percent to $354.37 per shipment for the first quarter of 2023 as a result of changes in business mix and pricing actions. In spite of overall volume declines, our service initiatives, including our network expansion, continue to allow us to support our improved pricing. For the first quarter of 2023, approximately 75 to 80 percent of ~~Saia’s~~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 which is based on market conditions.~~increase. For ~~these~~ customers subject to a general rate increase, ~~on July 17, 2017 and October 3, 2016,~~ Saia implemented ~~a 4.9~~6.5 and 7.5 percent general rate ~~increase.~~increases on January 30, 2023 and January 24, 2022, respectively. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.

Operating revenue includes ~~fuel surcharge~~ revenue recognized from the Company’s fuel surcharge ~~program. That~~ program, which is designed to reduce ~~the Company’s~~ 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 ~~have remained in effect for several years,~~ 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 increase in base rates instead of increases in fuel surcharges or vice versa.~~ ~~Saia revised its fuel surcharge program effective January 18, 2016 to better align with its competitors.~~negotiations. Fuel surcharge revenue ~~increased to 11.3 percent~~as a percentage of operating revenue ~~for the quarter ended September 30, 2017 compared~~increased to ~~10.2~~17.8 percent for the quarter ended ~~September 30, 2016,~~March 31, 2023 compared to 16.8 percent for the quarter ended March 31, 2022, as a result of pricing structures, changes in mix and increases in the average cost of ~~fuel.~~

~~For the nine months ended September 30, 2017, operating revenues were $1,025.3 million, up 11.7 percent from $918.3 million~~diesel fuel for the nine months ended September 30, 2016, primarily due to increased tonnage, shipments, fuel surcharges and pricing actions, partially offset by one less workday in the period. Fuel surcharge revenue increased to 11.2 percent of operating revenue for the nine months ended September 30, 2017quarter compared to ~~9.5 percent for~~ the ~~nine months ended September 30, 2016, as a result of increased fuel prices.~~prior year.

Operating expenses and margin

Consolidated operating income was ~~$24.6~~$99.1 million in the ~~third~~first quarter of ~~2017~~2023 compared to ~~$22.6~~$103.4 million in the prior year quarter. Overall, the ~~operations were favorably impacted~~decrease in consolidated operating income was the ~~third~~result of slightly decreased revenue and increases in operating expenses, partially offset by a decrease in purchased transportation expense during the first quarter of 2017 by higher tonnage, shipments, fuel surcharge and yield, which were offset by salary and wage increases, higher fuel and purchase transportation costs, increased depreciation expense and costs associated with expansion into the Northeastern United States.2023. The ~~third~~first quarter of ~~2017~~2023 operating ratio (operating expenses divided by operating revenue) was ~~93.0~~85.0 percent compared to ~~92.8~~84.4 percent for the same period in ~~2016.~~2022.

Salaries, wages and employees’ benefits increased ~~$16.2~~$9.5 million in the ~~third~~first quarter of ~~2017~~2023 compared to the ~~third~~first quarter of ~~2016 largely~~2022. This change was primarily driven by increased headcount required to support ongoing network expansion efforts, offset by a decrease in variable labor costs and a decrease in incentive compensation. In addition, in July 2022 the Company implemented a salary and wage increase of approximately 4.3 percent. Purchased transportation decreased $31.5 million in the first quarter of 2023 compared to the first quarter of 2022 primarily due to ~~higher wages associated with increased headcount~~a decrease in purchase transportation miles compared to the same period in the ~~third quarter of 2017,~~2022, in addition to a ~~wage increase~~decrease in ~~July 2017 and higher healthcare benefit costs.~~cost per mile for purchased transportation. Fuel, operating expenses and supplies increased ~~$7.3~~by $18.9 million compared to the first quarter of 2022 largely due to increased vehicle maintenance costs, investments in information technology network support and an increase in facility costs due to the opening of 13 new facilities since the first quarter of 2022. Claims and insurance expense in the first quarter of 2023 was $3.3 million higher than the first quarter of 2022 primarily due to higher claims activity. Depreciation and amortization expense increased $2.9 million in the ~~third~~first quarter of 2017 compared to the prior year quarter largely due to higher fuel costs, increases in other operating expenses and supplies, including increased expenses related to the expansion in the Northeastern United States, partially offset by improved fuel efficiency. During the third quarter of 2017, claims and insurance expense was $1.5 million lower than the previous year quarter primarily due to decreased accident frequency and severity along with decreased cargo claims. The Company can experience volatility in accident expense as a result of its self-insurance structure and $2.0 million retention limits per occurrence. Purchased transportation increased $7.4 million in the third quarter of 2017 compared to the third quarter of 2016 primarily due to an increase in utilization of purchased transportation carriers to maintain service requirements while supporting increased shipments, tonnage and length of haul in the third quarter of 2017.

~~For the nine months ended September 30, 2017, consolidated operating income was $71.8 million, up 16.0 percent compared to $61.9 million for the nine months ended September 30, 2016.~~

~~Salaries, wages and benefits increased $47.3 million during the first nine months of 2017~~2023 compared to the same period ~~last year largely~~in 2022 primarily due to ~~increased wages associated with increased headcount~~ongoing investments in revenue equipment, real estate and technology.

Other

Interest expense in the first ~~nine months~~quarter of 2017 and a wage increase in July 2017 and higher healthcare benefit costs. Fuel, operating expenses and supplies increased $24.4 million during the first nine months of 2017 compared to the same period last year largely due to higher fuel costs, increases in other operating expenses and supplies, including increased expenses related to the expansion in the Northeastern United States, partially offset by improved fuel efficiency and lower maintenance costs resulting from a newer fleet and increased internal maintenance asset utilization. During the first nine months of 2017, claims and insurance expense2023 was ~~$0.9 million~~ lower than the same period ~~last year primarily due~~in 2022 as the Company continued to decreased development on older claims and decreased cargo claims. Purchased transportation increased $17.8 million compared to the first nine months of 2016 primarily due to an increase in utilization of purchased transportation carriers to maintain service requirements while supporting increased shipments, tonnage and length of haul in the first nine months of 2017.pay down finance lease obligations.

~~Other~~

Substantially all non-operating expenses represent interest expense. Interest expense in the third quarter of 2017 was $0.1 million higher than the third quarter of 2016 due to increased average borrowings in the third quarter of 2017. Interest expense in the first nine months of 2017 was $0.4 million higher than the first nine months of 2016 due to increased average borrowings in the first nine months of 2017.

The effective tax rate was ~~38.5~~23.2 percent and ~~35.9~~22.5 percent for the quarters ended ~~September 30, 2017~~March 31, 2023 and ~~2016,~~2022, respectively. The increase in the ~~third~~first quarter effective tax rate in ~~2017~~2023 is primarily a result of legislation surrounding alternative fuel tax credits that impacted the third quarter of 2016 but not the third quarter of 2017. For the nine months ended September 30, 2017, the effective tax rate was 36.2 percent compared to 35.8 percent for the nine months ended September 30, 2016. The increase in the nine month tax rate in 2017 is primarily a result of legislation surrounding alternative fuel tax credits that impacted the first nine months of 2016 but not the first nine months of 2017, partially offset by excess tax benefits from stock compensation activity ~~recognized as a result of the Company’s adoption of ASU 2016-09 effective January 1, 2017.~~and limitations on related deductions.

Net income was ~~$14.4~~$76.1 million, or ~~$0.55~~$2.85 per diluted share, in the ~~third~~first quarter of ~~2017~~2023 compared to net income of ~~$13.8~~$79.4 million, or ~~$0.54~~$2.98 per diluted share, in the ~~third~~first quarter of 2016. Net income was $43.4 million, or $1.67 per diluted share, for the first nine months of 2017 compared to net income of $37.7 million, or $1.47 per diluted share, for the first nine months of 2016.2022.

~~Working capital/capital expenditures~~Outlook

~~Working capital at September 30, 2017 was $17.1 million, which increased from working capital at September 30, 2016 of $13.0 million.~~

Current assets at September 30, 2017 increased by $34.2 million as compared to September 30, 2016 and includes an increase in accounts receivable of $28.7 million along with an increase in prepaid expenses and other. Current liabilities increased by $30.1 million at September 30, 2017 compared to September 30, 2016 largely due to increases in accounts payable, accrued wages, vacation and employee benefits and claims and insurance accruals. Cash flows provided by operating activities were $127.7 million for the nine months ended September 30, 2017 versus $118.3 million for the nine months ended September 30, 2016. For the nine months ended September 30, 2017, net cash used in investing activities was $152.6 million versus $107.8 million in the same period last year, a $44.8 million increase. This increase resulted primarily from higher capital expenditures for revenue equipment and real estate. For the nine months ended September 30, 2017, net cash provided by financing activities was $23.4 million compared to $9.8 million net cash used in financing activities during the same period last year, as a result of increased borrowing to fund capital expenditures.

~~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. ~~There remains uncertainty as to the~~Our outlook for 2023 is dependent on a number of external factors, including strength of ~~economic conditions.~~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. We are continuing initiatives to ~~increase yield, reduce~~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. ~~We focus on providing top quality service~~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 ~~improving safety performance.~~terminal network, as well as pricing and yield management. On ~~July 17, 2017,~~January 30, 2023 and January 24, 2022 Saia implemented ~~a 4.9~~6.5 and 7.5 percent general rate ~~increase~~increases, respectively, for customers comprising approximately 20 to 25 percent of Saia’s operating revenue. The ~~extent of the~~ success of these revenue initiatives is impacted by what proves to be the underlying economic trends, competitor initiatives and other factors discussed under ~~“Forward-Looking~~“Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”

Effective July 1, 2017, the Company implemented a market competitive salary and wage increase for all of its employees. The cost of the compensation increase is expected to be approximately $16 million annually, and the Company anticipates the impact will be partially offset by continued productivity and efficiency gains.

If ~~the Company builds~~we build market share, including through our geographic and terminal expansion, ~~into the Northeastern United States,~~we expect there ~~are~~to be numerous operating leverage cost benefits. Conversely, should the economy continue to soften, ~~from present levels, the Company plans~~we plan to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is ~~also~~ impacted by a number of factors, including the cost and availability of drivers, dock workers and personnel, and purchased transportation, diesel fuel and insurance ~~claims, regulatory changes, successful expansion of our service geography into the Northeastern United States~~costs and ~~other factors discussed under “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”~~inflation.

See ~~“Forward-Looking~~“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 ~~future performance.~~financial condition, results of operations, cash flows and prospects.

~~Accounting Pronouncements Adopted in 2017~~

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~. The Company adopted this new standard effective January 1, 2017. As a result of adoption, $1.3 million of excess tax benefits related to share-based payments was recorded as an offset to income tax expense in the first nine months of 2017, as opposed to additional paid-in capital, and the windfall tax benefit was removed from the Company’s diluted shares calculation. The Company classified the $1.3 million of excess tax benefits related to share-based payments as operating activities, instead of financing activities, on the Condensed Consolidated Statements of Cash Flows for the first nine months of 2017. The Company elected to continue to use an estimated forfeiture rate for recording stock compensation expense and to withhold taxes at the minimum statutory rates. The Company

classified $1.2 million in shares withheld for taxes as financing activities for the first nine months of 2017. Additionally, the Company reclassified $0.7 million in shares withheld for taxes from operating activities to financing activities for the first nine months of 2016. The Company had no other items requiring retrospective treatment under the pronouncement.

~~Accounting Pronouncements Not Yet Adopted~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers,~~ which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services. The ASU will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB updated ASU No. 2014-09 to defer the effective date by one year. The new standard is effective for the Company on January 1, 2018, at which point the Company plans to adopt this standard. The standard permits the use of either the retrospective or cumulative effect transition method. Under the new standard, accessorial fees, such after hours pickup or delivery, that are directly related to freight revenue will continue to be non-distinct services and, thus, be recognized in the same manner as the freight transportation services provided. The Company will change its presentation of its non-asset truckload business from net revenue to gross revenue, and the revenue will be recognized on a percentage-of-completion basis going forward as opposed to upon commencement of the services under the current policy. While the Company has completed its evaluation of its revenue streams and contracts subject to the standard and will adopt the new standard restrospectively, the Company has not yet quantified the impact of the standard.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~, a leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. generally accepted accounting principles. The new standard is effective for the Company on January 1, 2019. Early adoption is permitted. The standard requires the use of a modified retrospective transition method. The Company is evaluating the effect that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures. While the Company has not completed its evaluation of the effect of the standard on its ongoing financial reporting, it believes the most significant changes relate to the recognition of lease assets and liabilities on its consolidated balance sheet.

Financial Condition, Liquidity and Capital Resources

~~The Company is party~~Working capital/capital expenditures

Working capital at March 31, 2023 was $243.0 million, an increase from $171.5 million at March 31, 2022.

Current assets at March 31, 2023 increased by $2.8 million as compared to March 31, 2022, driven by an increase in cash and cash equivalents of $25.1 million and an increase in income tax receivables of $6.4 million, partially offset by a decrease in accounts receivable of $27.4 million. Current liabilities decreased by $68.6 million at March 31, 2023 compared to March 31, 2022 largely due to a ~~revolving credit agreement (the Restated Credit Agreement) with~~decrease in accounts payable and other current liabilities.

Cash flows provided by operating activities were $119.3 million for the three months ended March 31, 2023 versus $96.0 million for the three months ended March 31, 2022. The increase is primarily due to a ~~group of banks to fund capital investments, letters of credit and~~change in working capital ~~needs. The Company is also a party~~compared to ~~a long-term note agreement (the Restated Master Shelf Agreement). The Company has pledged certain land~~the prior year. For the three months ended March 31, 2023, net cash used in investing activities was $128.1 million compared to $45.4 million in the same period last year, an $82.7 million increase. This increase resulted from increased capital expenditures related to real estate and ~~structures, tractors, trailers and other personal property and accounts receivable to secure indebtedness under both agreements.~~

~~Restated Credit Agreement~~

The Restated Credit Agreement is a revolving credit facility for up to $250 million expiring in March 2020. The Restated Credit Agreement also has an accordion feature that allows for an additional $75 million availability, subject to lender approval. The Restated Credit Agreement provides for a LIBOR rate margin range from 112.5 basis points to 225 basis points, base rate margins from minus 12.5 basis points to plus 50 basis points, an unused portion fee from 20 basis points to 30 basis points and letter of credit fees from 112.5 basis points to 225 basis points, in each case based on the Company’s leverage ratio.

~~Under the Restated Credit Agreement,~~revenue equipment acquisitions as the Company ~~must maintain certain financial covenants including a minimum fixed charge coverage ratio~~continues to expand its footprint and ~~a maximum leverage ratio, among others. The Restated Credit Agreement also provides for a pledge by~~add density in markets. For the ~~Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, as defined~~three months ended March 31, 2023, net cash used in ~~the Restated Credit Agreement.~~

~~At September 30, 2017, the Company had borrowings of $34.5~~financing activities was $12.2 million ~~and outstanding letters of credit of $33.9~~compared to $15.8 million under the Restated Credit Agreement. At December 31, 2016, the Company had no outstanding borrowings and outstanding letters of credit of $39.4 million under the Restated Credit Agreement. The available portion of the Restated Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed.

~~Restated Master Shelf Agreement~~

~~million in Senior Notes on November 30, 2007 and $25 million in Senior Notes on January 31, 2008 under~~during the same ~~Master Shelf Agreement.~~period last year, as a result of less equity based compensation shares withheld for taxes during the first three months of 2023 compared to the same period in 2022 in addition to higher proceeds from stock option exercises during 2023.

~~Capital Leases~~

The Company is obligated under capital leases with seven year terms covering revenue equipment totaling $89.2 million and $66.7 million as of September 30, 2017 and December 31, 2016, respectively. Amortization of assets held under the capital leases is included in depreciation and amortization expense. The weighted average interest rates for the capital leases at September 30, 2017 and December 31, 2016 are 3.04 percent and 2.82 percent, respectively.

~~Other~~

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. Cash flows from operating activities were $146.4 million, as adjusted for the adoption of ASU No. 2016-09, for the year ended December 31, 2016, while net cash used in investing activities was $117.7 million. Cash flows provided by operating activities were $127.7 million for the nine months ended September 30, 2017, $9.4 million higher than the first nine months of the prior year. The increase is due to increases in operating income and depreciation and amortization expense and a $1.3 million excess tax benefit from share-based payments for the nine months ended September 30, 2017 as a result of the adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-09. 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 the Restated Credit Agreement. At September 30, 2017, the Company had $181.6 million in availability under the Restated Credit Agreement, subject to the Company’s satisfaction of existing debt covenants.its credit agreement, 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 that net capital expenditures in 2023 will be in excess of $400 million, subject to ongoing evaluation of market conditions. Projected 2023 capital expenditures include normal replacement cycles of revenue equipment and investments in technology. In addition, the Company plans to add revenue equipment and real estate investments to support our growth initiatives. Net capital expenditures were $128.1 million in the first three months of 2023. Approximately $244.6 million of the 2023 remaining capital budget was committed as of March 31, 2023.

Credit Agreement

Prior to February 3, 2023, the Company was party to a Sixth Amended and Restated Credit Agreement (the Amended Credit Agreement) with a banking group that provided 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 Credit Agreement 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, for a total borrowing capacity of up to $450 million. Under the 2023 Credit Agreement, 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 Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the 2023 Credit Agreement, 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, 2017.~~March 31, 2023.

~~Net~~At March 31, 2023 and December 31, 2022, the Company had no outstanding borrowings and outstanding letters of credit of $31.2 million, respectively, under these credit agreements. At March 31, 2023, the Company had $268.8 million in availability under the 2023 Credit Agreement. The available portion of the 2023 Credit Agreement may be used for general corporate purposes, including capital expenditures, ~~pertain primarily to investments in tractors~~working capital and ~~trailers~~letter of credit requirements, as needed.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment. Total liabilities recognized under finance leases were $26.5 million and ~~other revenue equipment, information technology, land and structures. Projected net capital expenditures for 2017 are approximately $230~~$31.0 million inclusive of equipment acquired using capital leases. This represents an approximately $78 million increase from 2016 net capital expenditures of $152 million for property and equipment, inclusive of equipment acquired using capital leases. Projected 2017 capital expenditures include a normal annual level of revenue equipment replacement and continued investment in technology for our current operations, in addition to investments in land and structures, revenue equipment and technology to facilitate our geographic expansion into the Northeastern United States. Approximately $18.3 million of the 2017 remaining capital budget was committed as of ~~September 30, 2017. Net capital expenditures~~March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022 were ~~$183.9~~3.8 percent and 3.7 percent, respectively.

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. Contractual obligations for operating leases at March 31, 2023 totaled $138.2 million, including operating leases with original maturities of less than one year, which are not recorded in ~~the first nine months of 2017, inclusive of equipment acquired using capital leases.~~

Inour consolidated balance sheet in accordance with U.S. generally accepted accounting ~~principles, our operating~~principles. Contractual obligations in the form of finance leases ~~are not recorded in our condensed consolidated balance sheet; however,~~were $27.7 million at March 31, 2023, which includes both principal and interest amounts. For the ~~future minimum lease~~remainder of 2023, $1.4 million of interest payments are ~~included in~~anticipated based on borrowings and commitments outstanding at March 31, 2023. See Note 5 to the ~~“Contractual Obligations” table below. See the notes to our audited~~accompanying unaudited condensed consolidated financial statements ~~included~~in this Current Report on Form 10-Q. Purchase obligations at March 31, 2023 were $246.0 million, including commitments of $244.6 million for capital expenditures. As of March 31, 2023, the revolving line of credit 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. As of March 31, 2023 the Company had total outstanding letters of credit of $33.0 million and $55.8 million in surety bonds. Additionally at March 31, 2023, the Company had $268.8 million available under its revolving credit facility, subject to existing debt covenants.

The Company has accrued approximately $4.1 million for uncertain tax positions and $0.4 million for interest and penalties related to the uncertain tax positions as of March 31, 2023. At March 31, 2023, the Company has accrued $93.5 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, 2016 for additional information. In addition to the principal amounts disclosed in the tables below, the Company has interest obligations of approximately $1.2 million for the remainder of 2017 and decreasing for each year thereafter based on borrowings and commitments outstanding at September 30, 2017.

~~Contractual Obligations~~

2022. The ~~following tables set forth a summary of our contractual cash obligations and other commercial commitments as of September 30, 2017 (in millions):~~

Payments due by year

2017

2018

2019

2020

2021

Thereafter

Total

Contractual cash obligations:

Long-term debt obligations:

Revolving line of credit (1)

$
—

$
—

$
—

$
34.5

$
—

$
—

$
34.5

Long-term debt (1)

3.6

—

—

—

—

—

3.6

Leases:

Capital Leases (1)

4.0

16.0

16.0

16.0

16.6

29.4

98.0

Operating leases

4.6

17.6

14.8

11.6

9.4

33.2

91.2

Purchase obligations (2)

19.1

9.8

—

—

—

—

28.9

Total contractual obligations

$
31.3

$
43.4

$
30.8

$
62.1

$
26.0

$
62.6

$
256.2

~~(1)~~

See Note 5 to the accompanying condensed consolidated financial statements in this Form 10-Q. The contractual capital lease obligation payments included in this table include both the principal and interest components.

~~(2)~~

~~Includes commitments of $28.1 million for capital expenditures.~~

Amount of commitment expiration by year

2017

2018

2019

2020

2021

Thereafter

Total

Other commercial commitments:

Available line of credit (1)

$
—

$
—

$
—

$
181.6

$
—

$
—

$
181.6

Letters of credit

—

35.7

—

—

—

—

35.7

Surety bonds

0.4

37.1

—

—

—

—

37.5

Total commercial commitments

$
0.4

$
72.8

$
—

$
181.6

$
—

$
—

$
254.8

~~(1)~~

~~Subject to the satisfaction of existing debt covenants.~~

The Company has accrued approximately $1.0 million for uncertain tax positions and $0.1 million for interest and penalties related to the uncertain tax positions as of September 30, 2017. The Company cannot reasonably estimate the timing of cash settlement with respective taxing authorities beyond one year and accordingly has not included the amounts within the above contractual cash obligations and other commercial commitment tables.

At September 30, 2017, the Company has $73.5 million in claims, insurance and other liabilities. The Company cannot reasonably estimate the timing of cash settlement with respective adverse parties beyond one year and accordingly has not included the amounts within the above contractual cash obligations and other commercial commitment tables.

~~Critical Accounting Policies and Estimates~~

The Company makes estimates and assumptions in preparing the condensed consolidated financial statements that affect reported amounts and disclosures therein. In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of the Company include:

~~Claims and Insurance Accruals~~. The Company has self-insured retention limits generally ranging from $250,000 to $2 million per claim for medical, workers’ compensation, auto liability, casualty and cargo claims. The liabilities associated with the risk retained by the Company are estimated in part based on historical experience, third-party actuarial analysis with respect to workers’ compensation claims, demographics, nature and severity, past experience and other assumptions. The liabilities for self-funded retention are included in claims and insurance reserves based on claims incurred with liabilities for unsettled claims and claims incurred but not yet reported being actuarially determined with respect to workers’ compensation claims and with respect to all other liabilities, estimated based on management’s evaluation of the nature and severity of individual claims and historical experience. However, these estimated accruals could be significantly affected if the actual costs of the Company differ from these assumptions. A significant number of these claims typically take several years to develop and even longer to ultimately settle. These estimates tend to be reasonably accurate over time; however, assumptions regarding severity of claims, medical cost inflation, as well as specific case facts can create short-term volatility in estimates.

•

~~Revenue Recognition and Related Allowances~~. Revenue is recognized on a percentage-of-completion basis for shipments in transit while expenses are recognized as incurred. In addition, estimates included in the recognition of revenue and accounts receivable include estimates of shipments in transit and estimates of future adjustments to revenue and accounts receivable for billing adjustments and collectability.

Revenue is recognized in a systematic process whereby estimates of shipments in transit are based upon actual shipments picked up, scheduled day of delivery and current trend in average rates charged to customers. Since the cycle for pickup and delivery of shipments is generally 1-3 days, typically less than 5 percent of a total month’s revenue is in transit at the end of any month. Estimates for credit losses and billing adjustments are based upon historical experience of credit losses, adjustments processed and trends of collections. Billing adjustments are primarily made for discounts and billing corrections. These estimates are continuously evaluated and updated; however, changes in economic conditions, pricing arrangements and other factors can significantly impact these estimates.

~~Depreciation and Capitalization of Assets~~. Under the Company’s accounting policy for property and equipment, management establishes appropriate depreciable lives and salvage values for the Company’s revenue equipment (tractors and trailers) based on their estimated useful lives and estimated fair values to be received when the equipment is sold or traded in. These estimates are routinely evaluated and updated when circumstances warrant. However, actual depreciation and salvage values could differ from these assumptions based on market conditions and other factors.

Long-lived assets, such as property, plant and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as deemed necessary.

~~Accounting for Income Taxes~~. Significant management judgment is required to determine (i) the provision for income taxes, (ii) whether deferred income taxes will be realized in full or in part and (iii) the liability for unrecognized tax benefits related to uncertain tax positions. Income tax expense is equal to the current year’s liability for income taxes and a provision for deferred income taxes. Deferred tax assets and liabilities are recorded for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. When it is more likely that all or some portion of specific deferred income tax assets will not be realized, a valuation allowance must be established for the amount of deferred income tax assets that are determined not to be realizable. A valuation allowance for deferred income tax assets has not been deemed necessary duereader should refer to our profitable operations. Accordingly, if facts or financial circumstances change and consequently impact the likelihood of realizing the deferred income tax assets, we would need to apply management’s judgment to determine the amount of valuation allowance required in any given period.

~~These accounting policies and others are described in further detail in the notes to our audited consolidated financial statements included in the Company’s~~2022 Annual Report on Form 10-K for ~~the year ended December 31, 2016.~~

~~The preparation~~a full disclosure of ~~financial statements in accordance with U.S. generally accepted accounting principles requires management to adopt~~all critical accounting policies and ~~make significant judgments~~estimates of amounts recorded in certain assets, liabilities, revenue and estimates to develop amounts reflected and disclosed in the consolidated financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the consolidated financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.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. The detail of the Company’s debt structure is more fully described in Note 5 “Debt and Financing Arrangements” of the ~~notes to the consolidated~~accompanying unaudited condensed financial statements ~~set forth~~ in ~~the Company’s Annual Report on~~this Form ~~10-K for the year ended December 31, 2016.~~10-Q. To help mitigate our risk to rising diesel fuel prices, the Company has ~~implemented a~~an established fuel surcharge program. This program is well established within the industry and customer acceptance of fuel surcharges remains high. Since the amount of fuel surcharge is based on average national fuel prices and is reset weekly, exposure of the Company to fuel price volatility is significantly reduced. However, the fuel surcharge may not fully offset fuel price fluctuations during periods of rapid increases or decreases in the price of fuel and is also subject to overall competitive pricing negotiations.

The following table provides information about the Company’s third-party financial instruments as of ~~September 30, 2017.~~March 31, 2023. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of the ~~variable and~~ fixed rate debt (in millions) was estimated based upon ~~levels one and~~level two inputs in the fair value ~~hierarchy, respectively.~~hierarchy. The fair value of ~~the Senior Notes is based on undiscounted cash flows at market interest rates for similar issuances of private debt. The fair value of capital~~finance leases is based on current market interest rates for similar types of financial instruments.


	Expected maturity date																		2017				Expected maturity date																2023
	2017			2018			2019			2020			2021			Thereafter			Total		Fair Value		2023			2024			2025			2026			2027		Thereafter		Total			Fair Value
Fixed rate debt	$	6.9		$	13.6		$	14.0		$	14.4		$	15.5		$	28.3		$	92.7	$	92.4	$	10.0		$	10.2		$	5.3		$	1.0		$	-	$	-	$	26.5		$	26.7
Average interest rate		3.2	%		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%						3.6	%		3.9	%		4.2	%		3.5	%		-		-		3.8	%
Variable rate debt	$	—		$	—		$	—		$	34.5		$	—		$	—		$	34.5	$	34.5
Average interest rate		—			—			—			2.5	%		—			—

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.

PART II. ~~OTHE~~ROTHER INFORMATION

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

Item 1A. Risk Factors— ~~Risk Factors are described~~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” of the Company’s~~"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022, 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 ~~there~~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.~~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, 2022.

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, 2017 through

July 31, 2017

—

(2)

$
—

(2)

—

$
—

August 1, 2017 through

August 31, 2017

—

(3)

$
—

(3)

—

—

September 1, 2017 through

September 30, 2017

—

(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, 2023 through
January 31, 2023	—	(2)	$—	(2)	—	$—
February 1, 2023 through
February 28, 2023	1,000	(3)	$273.00	(3)	—	—
March 1, 2023 through
March 31, 2023	720	(4)	$279.56	(4)	—	—
Total	1,720				—


(1)	Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were 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 370 shares of Saia stock at an average price of $238.74 during the period of January 1, 2023 through January 31, 2023.
(3)	The Saia, Inc. Executive Capital Accumulation Plan sold 520 shares of Saia stock at an average price of $295.72 during the period of February 1, 2023 through February 28, 2023.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of ~~July~~March 1, ~~2017~~2023 through ~~July~~March 31, ~~2017.~~2023.
~~(3)~~	~~The Saia, Inc. Executive Capital Accumulation Plan sold 37 shares of Saia stock at an average price of $52.15 per share on the open market during the period of August 1, 2017 through August 31, 2017.~~
~~(4)~~	The Saia, Inc. Executive Capital Accumulation Plan sold 990 shares of Saia stock at an average price of $57.33 per share on the open market during the period of September 1, 2017 through September 30, 2017.

~~Item 3. Defaults Upon Senior Securities—None~~

~~Item 4. Mine Safety Disclosures—None~~

~~Item 5. Other Information—None~~

Item 6. Exhibits


Exhibit
Number		Description of Exhibit

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).

~~3.2~~ 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).

~~3.3~~ 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~~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~~.2002.

101		The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2023, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, 2023 and ~~nine months ended September 30, 2017 and 2016~~2022 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2023 and 2022 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022 (unaudited), and ~~(iv)~~(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 March 31, 2023, formatted in Inline XBRL (included as Exhibit 101).

~~SIGNATURE~~

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, 2017~~April 28, 2023		~~/s/ Frederick J. Holzgrefe, III~~ /s/ Douglas L. Col
		~~Frederick J. Holzgrefe, III~~Douglas L. Col
		Executive Vice President and Chief Financial Officer
		~~Chief Financial Officer~~


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)

~~Common Stock~~		~~Outstanding Shares at October 27, 2017~~
~~Common Stock, par value $.001 per share~~		~~25,490,381~~


		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets ~~September 30, 2017~~as of March 31, 2023 and December 31, ~~2016~~2022	3

	Condensed Consolidated Statements of Operations for the ~~Quarters~~quarters ended March 31, 2023 and ~~Nine Months ended September 30, 2017 and 2016~~2022	4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine Months~~three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022	56

	Notes to Condensed Consolidated Financial Statements	67

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	1816

ITEM 4:	Controls and Procedures	1916

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	2018

ITEM 1A:	Risk Factors	2018

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	2018

ITEM 3:6:	~~Defaults Upon Senior Securities~~Exhibits	2019

~~ITEM 4:~~	~~Mine Safety Disclosures~~	20

~~ITEM 5:~~	~~Other Information~~	20

~~ITEM 6:~~	~~Exhibits~~	21

Signature		2220


	September 30, 2017			December 31, 2016			March 31, 2023			December 31, 2022
Assets	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	81		$	1,539		$	166,425		$	187,390
Accounts receivable, net		172,119			135,083			294,917			290,306
Prepaid expenses and other		28,399			29,857
Prepaid expenses								38,635			22,525
Income tax receivable								6,391			23,438
Other current assets								7,146			7,227
Total current assets		200,599			166,479			513,514			530,886
Property and Equipment, at cost		1,260,856			1,101,946			2,602,963			2,478,824
Less-accumulated depreciation		538,065			497,827
Less: accumulated depreciation								1,034,649			996,204
Net property and equipment		722,791			604,119			1,568,314			1,482,620
Operating Lease Right-of-Use Assets								115,484			120,455
Goodwill and Identifiable Intangibles, net		24,368			25,398			17,936			18,149
Other Noncurrent Assets		4,961			4,374			27,551			22,600
Total assets	$	952,719		$	800,370		$	2,242,799		$	2,174,710
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	63,742		$	45,149		$	108,362		$	99,792
Wages, vacation and employees’ benefits		44,140			31,700			54,706			66,684
Claims and insurance accruals		37,704			33,047			43,276			45,481
Other current liabilities		20,841			18,286			24,479			22,684
Current portion of long-term debt		17,072			16,762			14,452			14,519
Current portion of operating lease liability								25,256			24,925
Total current liabilities		183,499			144,944			270,531			274,085
Other Liabilities:
Long-term debt, less current portion		110,161			57,042			12,052			16,489
Operating lease liability, less current portion								93,649			98,581
Deferred income taxes		90,064			80,199			151,509			145,771
Claims, insurance and other		37,242			35,107			64,118			60,443
Total other liabilities		237,467			172,348			321,328			321,284
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value, 50,000,000 shares authorized, 25,490,381 and 25,322,701 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		25			25
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, 26,532,778 and 26,464,197 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								27			26
Additional paid-in-capital		243,382			237,846			273,274			277,366
Deferred compensation trust, 170,900 and 166,807 shares of common stock at cost at September 30, 2017 and December 31, 2016, respectively		(3,448	)		(3,190	)
Deferred compensation trust, 70,812 and 69,982 shares of common stock at cost at March 31, 2023 and December 31, 2022, respectively								(5,655	)		(5,248	)
Retained earnings		291,794			248,397			1,383,294			1,307,197
Total stockholders’ equity		531,753			483,078			1,650,940			1,579,341
Total liabilities and stockholders’ equity	$	952,719		$	800,370		$	2,242,799		$	2,174,710


	Third Quarter						Nine Months						First Quarter
	2017			2016			2017			2016			2023			2022
	(in thousands, except per share data)												(in thousands, except per share data)
Operating Revenue	$	350,062		$	316,442		$	1,025,259		$	918,258		$	660,535		$	661,216
Operating Expenses:
Salaries, wages and employees’ benefits		194,920			178,687			572,211			524,877
Salaries, wages and employees' benefits														298,956			289,463
Purchased transportation		23,074			15,657			60,212			42,439			46,727			78,248
Fuel, operating expenses and supplies		66,679			59,345			196,761			172,411			141,625			122,771
Operating taxes and licenses		10,631			10,061			32,088			30,227			17,065			16,573
Claims and insurance		8,535			9,988			28,010			28,949			14,059			10,736
Depreciation and amortization		22,338			19,927			64,607			56,910			42,880			39,952
Loss (gain) from property disposals, net		(717	)		133			(469	)		496
Other operating, net														80			24
Total operating expenses		325,460			293,798			953,420			856,309			561,392			557,767
Operating Income		24,602			22,644			71,839			61,949			99,143			103,449
Nonoperating Expenses (Income):
Interest expense		1,313			1,183			3,762			3,410			688			692
Other, net		(131	)		(104	)		57			(147	)		(643	)		235
Nonoperating expenses, net		1,182			1,079			3,819			3,263			45			927
Income Before Income Taxes		23,420			21,565			68,020			58,686			99,098			102,522
Income Tax Provision		9,013			7,739			24,623			21,010			23,001			23,098
Net Income	$	14,407		$	13,826		$	43,397		$	37,676		$	76,097		$	79,424

Weighted average common shares outstanding – basic		25,527			25,038			25,494			25,022			26,600			26,391
Weighted average common shares outstanding – diluted		26,113			25,658			26,050			25,625			26,702			26,670

Basic Earnings Per Share	$	0.56		$	0.55		$	1.70		$	1.51		$	2.86		$	3.01
Diluted Earnings Per Share	$	0.55		$	0.54		$	1.67		$	1.47		$	2.85		$	2.98


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


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

	Nine Months
	2017			2016 As Adjusted (Note 1)
	(in thousands)
Operating Activities:
Net income	$	43,397		$	37,676
Noncash items included in net income:
Depreciation and amortization		64,607			56,910
Other, net		18,812			8,908
Changes in operating assets and liabilities, net		921			14,815
Net cash provided by operating activities		127,737			118,309
Investing Activities:
Acquisition of property and equipment		(155,676	)		(108,871	)
Proceeds from disposal of property and equipment		3,090			1,046
Net cash used in investing activities		(152,586	)		(107,825	)
Financing Activities:
Repayment of revolving credit agreement		(159,102	)		(143,298	)
Borrowing of revolving credit agreement		193,601			143,263
Proceeds from stock option exercises		2,531			248
Shares withheld for taxes		(1,249	)		(650	)
Repayment of senior notes		(3,571	)		(3,571	)
Repayment of capital leases		(8,819	)		(5,811	)
Net cash provided by (used in) financing activities		23,391			(9,819	)
Net Increase (Decrease) in Cash and Cash Equivalents		(1,458	)		665
Cash and cash equivalents, beginning of period		1,539			124
Cash and cash equivalents, end of period	$	81		$	789

Non Cash Investing Activities
Equipment financed with capital leases	$	31,320		$	34,683


	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)
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		—		—		2,225			—			—		2,225
Exercise of stock options, less shares withheld for taxes		21		—		2,204			—			—		2,204
Shares issued for long-term incentive awards, net of shares withheld for taxes		48		1		(8,928	)		—			—		(8,927	)
Purchase of shares by Deferred Compensation Trust		—		—		474			(474	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(67	)		67			—		—
Net income		—		—		—			—			76,097		76,097
Balance at March 31, 2023		26,533	$	27	$	273,274		$	(5,655	)	$	1,383,294	$	1,650,940

	Amount
2017	$	7,578
2018		16,029
2019		16,029
2020		50,529
2021		16,607
Thereafter		29,270
Total		136,042
Less: Amounts Representing Interest on Capital Leases		8,809
Total	$	127,233

	Payments due by year
	2017		2018		2019		2020		2021		Thereafter		Total
Contractual cash obligations:
Long-term debt obligations:
Revolving line of credit (1)	$	—	$	—	$	—	$	34.5	$	—	$	—	$	34.5
Long-term debt (1)		3.6		—		—		—		—		—		3.6
Leases:
Capital Leases (1)		4.0		16.0		16.0		16.0		16.6		29.4		98.0
Operating leases		4.6		17.6		14.8		11.6		9.4		33.2		91.2
Purchase obligations (2)		19.1		9.8		—		—		—		—		28.9
Total contractual obligations	$	31.3	$	43.4	$	30.8	$	62.1	$	26.0	$	62.6	$	256.2

	Amount of commitment expiration by year
	2017		2018		2019		2020		2021		Thereafter		Total
Other commercial commitments:
Available line of credit (1)	$	—	$	—	$	—	$	181.6	$	—	$	—	$	181.6
Letters of credit		—		35.7		—		—		—		—		35.7
Surety bonds		0.4		37.1		—		—		—		—		37.5
Total commercial commitments	$	0.4	$	72.8	$	—	$	181.6	$	—	$	—	$	254.8