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 26,588,162 shares of ~~shares~~Common Stock outstanding ~~of each of the issuer's classes of common stock, as of the latest practicable date.~~at April 24, 2024.


		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets ~~September 30, 2017~~as of March 31, 2024 and December 31, ~~2016~~2023	3

	Condensed Consolidated Statements of Operations for the ~~Quarters~~quarters ended March 31, 2024 and ~~Nine Months ended September 30, 2017 and 2016~~2023	4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine Months~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	56

	Notes to Condensed Consolidated Financial Statements	67

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	1011

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	1817

ITEM 4:	Controls and Procedures	1918

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	2019

ITEM 1A:	Risk Factors	2019

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	2019

ITEM 3:5:	~~Defaults Upon Senior Securities~~Other Information	2019

ITEM 4:6:	~~Mine Safety Disclosures~~Exhibits	20

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

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

Signature		2221

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)


	September 30, 2017			December 31, 2016			March 31, 2024			December 31, 2023
Assets	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	81		$	1,539		$	12,308		$	296,215
Accounts receivable, net		172,119			135,083			345,808			311,742
Prepaid expenses and other		28,399			29,857
Prepaid expenses								51,231			32,648
Other current assets								6,913			8,089
Total current assets		200,599			166,479			416,260			648,694
Property and Equipment, at cost		1,260,856			1,101,946			3,336,493			2,881,800
Less-accumulated depreciation		538,065			497,827
Less: accumulated depreciation and amortization								1,159,629			1,118,492
Net property and equipment		722,791			604,119			2,176,864			1,763,308
Operating Lease Right-of-Use Assets								129,520			118,734
Goodwill and Identifiable Intangibles, net		24,368			25,398			17,082			17,296
Other Noncurrent Assets		4,961			4,374			25,988			35,533
Total assets	$	952,719		$	800,370		$	2,765,714		$	2,583,565
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	63,742		$	45,149		$	153,487		$	141,877
Wages, vacation and employees’ benefits		44,140			31,700			55,318			75,514
Claims and insurance accruals		37,704			33,047			36,612			41,641
Other current liabilities		20,841			18,286			58,331			27,094
Current portion of long-term debt		17,072			16,762			7,498			10,173
Current portion of operating lease liability								26,526			25,757
Total current liabilities		183,499			144,944			337,772			322,056
Other Liabilities:
Long-term debt, less current portion		110,161			57,042			76,553			6,315
Operating lease liability, less current portion								98,190			96,462
Deferred income taxes		90,064			80,199			157,626			155,841
Claims, insurance and other		37,242			35,107			66,635			61,397
Total other liabilities		237,467			172,348			399,004			320,015
Commitments and Contingencies
Commitments and Contingencies (Note 3)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding		—			—			-			-
Common stock, $0.001 par value, 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
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,588,162 and 26,549,372 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively								27			27
Additional paid-in-capital		243,382			237,846			282,090			285,092
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, 69,412 and 69,672 shares of common stock at cost at March 31, 2024 and December 31, 2023, respectively								(5,928	)		(5,679	)
Retained earnings		291,794			248,397			1,752,749			1,662,054
Total stockholders’ equity		531,753			483,078			2,028,938			1,941,494
Total liabilities and stockholders’ equity	$	952,719		$	800,370		$	2,765,714		$	2,583,565

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters ended March 31, 2024 and ~~nine months ended September 30, 2017 and 2016~~2023

(unaudited)


	Third Quarter						Nine Months						First Quarter
	2017			2016			2017			2016			2024			2023
	(in thousands, except per share data)												(in thousands, except per share data)
Operating Revenue	$	350,062		$	316,442		$	1,025,259		$	918,258		$	754,775		$	660,535
Operating Expenses:
Salaries, wages and employees’ benefits		194,920			178,687			572,211			524,877
Salaries, wages and employees' benefits														341,713			298,956
Purchased transportation		23,074			15,657			60,212			42,439			52,507			46,727
Fuel, operating expenses and supplies		66,679			59,345			196,761			172,411			156,325			141,625
Operating taxes and licenses		10,631			10,061			32,088			30,227			19,766			17,065
Claims and insurance		8,535			9,988			28,010			28,949			17,463			14,059
Depreciation and amortization		22,338			19,927			64,607			56,910			48,849			42,880
Loss (gain) from property disposals, net		(717	)		133			(469	)		496
Other operating, net														240			80
Total operating expenses		325,460			293,798			953,420			856,309			636,863			561,392
Operating Income		24,602			22,644			71,839			61,949			117,912			99,143
Nonoperating Expenses (Income):
Nonoperating (Income) Expenses:
Interest expense		1,313			1,183			3,762			3,410			542			688
Interest income														(755	)		(140	)
Other, net		(131	)		(104	)		57			(147	)		(788	)		(503	)
Nonoperating expenses, net		1,182			1,079			3,819			3,263
Nonoperating (income) expenses, net														(1,001	)		45
Income Before Income Taxes		23,420			21,565			68,020			58,686			118,913			99,098
Income Tax Provision		9,013			7,739			24,623			21,010			28,218			23,001
Net Income	$	14,407		$	13,826		$	43,397		$	37,676		$	90,695		$	76,097

Weighted average common shares outstanding – basic		25,527			25,038			25,494			25,022			26,672			26,600
Weighted average common shares outstanding – diluted		26,113			25,658			26,050			25,625			26,794			26,702

Basic Earnings Per Share	$	0.56		$	0.55		$	1.70		$	1.51		$	3.40		$	2.86
Diluted Earnings Per Share	$	0.55		$	0.54		$	1.67		$	1.47		$	3.38		$	2.85

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity

For the ~~nine months~~quarters ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023

(unaudited)

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, 2023		26,549	$	27	$	285,092		$	(5,679	)	$	1,662,054	$	1,941,494
Stock compensation, including options and long-term incentives		—		—		2,724			—			—		2,724
Exercise of stock options, less shares withheld for taxes		17		—		1,993			—			—		1,993
Shares issued for long-term incentive awards, net of shares withheld for taxes		22		—		(7,968	)		—			—		(7,968	)
Purchase of shares by Deferred Compensation Trust		—		—		314			(314	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(65	)		65			—		—
Net income		—		—		—			—			90,695		90,695
Balance at March 31, 2024		26,588	$	27	$	282,090		$	(5,928	)	$	1,752,749	$	2,028,938


	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

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(unaudited)


	First Quarter
	2024			2023
	(in thousands)
Operating Activities:
Net income	$	90,695		$	76,097
Noncash items included in net income:
Depreciation and amortization		48,849			42,880
Deferred income taxes		1,785			5,738
Other, net		3,624			2,968
Changes in operating assets and liabilities:
Accounts receivable		(34,371	)		(5,276	)
Accounts payable		3,457			7,008
Change in other assets and liabilities, net		(7,571	)		(10,145	)
Net cash provided by operating activities		106,468			119,270
Investing Activities:
Acquisition of property and equipment		(457,164	)		(128,415	)
Proceeds from disposal of property and equipment		343			360
Other		4,999			—
Net cash used in investing activities		(451,822	)		(128,055	)
Financing Activities:
Repayments of revolving credit facility		(48,100	)		—
Borrowings of revolving credit facility		120,100			—
Proceeds from stock option exercises		1,993			2,204
Shares withheld for taxes		(7,968	)		(8,927	)
Repayment of finance leases		(4,437	)		(4,504	)
Other financing activity		(141	)		(953	)
Net cash provided by (used in) financing activities		61,447			(12,180	)
Net Decrease in Cash and Cash Equivalents		(283,907	)		(20,965	)
Cash and Cash Equivalents, beginning of period		296,215			187,390
Cash and Cash Equivalents, end of period	$	12,308		$	166,425

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

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

The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023. Operating results for the quarter ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2017.~~2024.

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 46 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 the 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 and retention 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		2024		2023
Numerator:
Net income	$	14,407	$	13,826	$	43,397	$	37,676	$	90,695	$	76,097
Denominator:
Denominator for basic earnings per share–weighted average common shares		25,527		25,038		25,494		25,022		26,672		26,600
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										122		102
Denominator for diluted earnings per share–adjusted weighted average common shares		26,113		25,658		26,050		25,625		26,794		26,702

Basic Earnings Per Share	$	0.56	$	0.55	$	1.70	$	1.51	$	3.40	$	2.86

Diluted Earnings Per Share	$	0.55	$	0.54	$	1.67	$	1.47	$	3.38	$	2.85

For the quarter ~~and nine months~~ ended ~~September 30, 2017,~~March 31, 2024, there were no anti-dilutive shares of common stock that were excluded from the calculation of diluted earnings per share. For the quarter ended March 31, 2023, options and restricted stock for ~~63,104~~29,120 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter and nine months ended September 30, 2016, options and restricted stock for 402,770 and 516,312 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, 2024 and December 31, ~~2016,~~2023, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 was ~~$126.9~~$83.8 million and ~~$77.6~~$16.1 million, respectively, based upon ~~levels one and~~level two inputs in the fair value hierarchy. The carrying value of the debt was ~~$127.2~~$84.1 million and ~~$73.8~~$16.5 million at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively.

(5) Debt and Financing Arrangements

At ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, debt consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Credit Agreements, described below	$	72,000	$	—
Finance Leases, described below		12,051		16,488
Total debt		84,051		16,488
Less: current portion of long-term debt		7,498		10,173
Long-term debt, less current portion	$	76,553	$	6,315

September 30, 2017

December 31, 2016

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

Total debt

127,233

73,804

Less: current portion of long-term debt

17,072

16,762

Long-term debt, less current portion

$
110,161

$
57,042

~~On March 6, 2015, the~~The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit required under insurance programs, as well as funding working capital requirements.

Credit Agreements

Revolving Credit Facility

The Company ~~entered into the Fifth Amended and Restated Credit Agreement~~is a party to a credit agreement with its banking group ~~(as amended, the Restated~~(the Revolving Credit Agreement). 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~~Facility), which provides up to ~~$250~~a $300 million ~~expiring in March 2020.~~revolving line of credit through February 2028. The ~~Restated~~Revolving Credit ~~Agreement also has~~Facility contains an accordion feature that allows ~~for an additional $75~~the Company to increase the size of the facility by up to $150 million, ~~availability,~~ subject to certain conditions and availability of lender ~~approval. The Restated~~commitments. Borrowings under the Revolving Credit ~~Agreement provides for~~Facility bear interest at the Company’s election at a ~~LIBOR~~variable rate ~~margin range from 112.5 basis points~~equal to ~~225 basis points,~~(a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, ~~margins from minus 12.5 basis points to~~in each case plus ~~50 basis points,~~ an ~~unused portion fee from 20 basis points to 30 basis points~~applicable margin. The applicable margin is between 1.00% and ~~letter of credit fees from 112.5 basis points to 225 basis points,~~1.75% per annum for term SOFR loans and between 0.00% and 0.75% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio.

The Company also accrues fees based on the daily unused portion of the credit facility, which is between 0.0125% and 0.025% based on the Company’s consolidated net lease adjusted leverage ratio. Under the ~~Restated~~Revolving Credit ~~Agreement,~~Facility, the Company ~~must maintain certain financial covenants including a minimum fixed charge coverage ratio and~~is subject to a maximum consolidated net lease adjusted leverage ratio ~~among others. The Restated Credit Agreement also provides for a pledge by~~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 Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of ~~certain land and structures, certain tractors, trailers and other personal property and accounts receivable, as defined~~default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in ~~the Restated Credit Agreement.~~compliance with its debt covenants at March 31, 2024.

At ~~September 30, 2017,~~March 31, 2024, the Company had outstanding borrowings of ~~$34.5~~$72.0 million and outstanding letters of credit of ~~$33.9~~$32.4 million under the ~~Restated~~Revolving Credit ~~Agreement.~~Facility. At December 31, ~~2016,~~2023, the Company had no outstanding borrowings and outstanding letters of credit of ~~$39.4~~$32.1 million under the ~~Restated~~Revolving Credit ~~Agreement. The available portion~~Facility.

Private Shelf Agreement

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

Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.

The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may ~~be used for general corporate purposes, including future capital expenditures, working capital and letter~~require immediate payment of ~~credit requirements as needed.~~all amounts owing under such notes.

~~Restated Master Shelf Agreement~~

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 JanuaryAt March 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, 20172024 and December 31, ~~2016,~~2023, respectively, the Company had ~~$3.6 million and $7.1 million, respectively, in Senior Notes outstanding.~~no outstanding borrowings under its Shelf Agreement.

~~Capital~~Finance 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 $12.1 million and ~~$66.7~~$16.5 million as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively. Amortization of assets held under the ~~capital~~finance leases is included in depreciation and amortization expense. As of March 31, 2024 and December 31, 2023, approximately $34.6 million and $38.6 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, 2024 and December 31, ~~2016 is 3.04 percent and 2.82 percent, respectively.~~2023 were each 4.0 percent.

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

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

(6) Asset Acquisitions

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

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

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our ~~2016~~2023 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking ~~statements.~~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~~successfully execute the strategy to expand our service geography;

•

unexpected liabilities resulting from the acquisition ~~synergies;~~

of real estate assets;

•

costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks;

•

failure to ~~operate~~keep pace with technological developments;

•

liabilities and ~~grow acquired businesses in~~costs arising from the use of artificial intelligence;

•

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

•

cost, availability and 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 of equity which would dilute stock ownership;~~

inaccuracies and changes to estimates and assumptions used in preparing our financial statements;

•

~~integration risks;~~

failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses;

•

dependence on key employees;

•

employee turnover from changes to compensation and benefits or market factors;

•

increased costs of healthcare benefits;

•

damage to our reputation from adverse publicity, including from the use of or impact from social media;

•

failure to make future acquisitions or to achieve acquisition synergies;

•

the effect of litigation ~~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;

•

costs from new and existing laws regarding how to classify workers;

•

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

•

widespread outbreak of ~~accounting principles;~~

an illness or any other communicable disease;

•

~~dependence on key employees;~~

international conflicts and geopolitical instability;

•

~~inclement weather;~~

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

•

~~labor relations, including the adverse impact should a portion~~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,~~2023, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or ~~otherwise.~~otherwise, except as otherwise required by applicable law.

Executive Overview

The Company’s business is highly correlated to non-service sectors of the general economy. The Company’s strategy is to improve profitability by increasing yield while also increasing ~~volumes to build~~volumes. Components of this strategy include building density in existing geography and pursuing geographic and terminal expansion in an effort to ~~expand~~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 we work towards improving customer experience, operational efficiencies and ~~customer service.~~Company image.

First Quarter Overview

The Company’s operating revenue increased by ~~10.6~~14.3 percent in the ~~third~~first quarter of ~~2017~~2024 compared to the same period in ~~2016.~~2023. The increase resulted primarily from ~~increased~~increases in shipments and tonnage ~~fuel surcharges and pricing actions, including~~partially as a ~~4.9 percent general rate increase taken July 17, 2017, partially offset by the timing~~result of the 4^thredistribution of ~~July holiday, impacts of named hurricanes Harvey and Irma and one less workday in~~freight due to industry consolidation. In the ~~quarter. Expansion into the Northeastern United States and the new Canadian marketing partnership during the second~~first quarter of ~~2017~~2024, LTL shipments were ~~contributing factors~~up 15.7 percent and LTL tonnage was up 6.2 percent compared to the prior year quarter. Additionally, increases in ~~the increased shipments~~revenue were driven by improved revenue per hundredweight due to pricing and ~~tonnage.~~changes in business mix.

Consolidated operating income was ~~$24.6~~$117.9 million for the ~~third~~first quarter of ~~2017~~2024 compared to ~~$22.6~~$99.1 million for the ~~third~~first quarter of ~~2016. In the third quarter of 2017, LTL shipments and tonnage per workday were up 3.1 percent and 3.6 percent, respectively, versus the prior year quarter.~~2023. Diluted earnings per share were ~~$0.55~~$3.38 in the ~~third~~first quarter of ~~2017,~~2024 compared to diluted earnings per share of ~~$0.54~~$2.85 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was ~~93.0~~84.4 percent in the ~~third~~first quarter of ~~2017~~2024 compared to ~~92.8~~85.0 percent in the ~~third~~first quarter of ~~2016.~~

2023. The Company ~~had $127.7~~generated $106.5 million in net cash provided by operating activities in the first ~~nine~~three months of ~~2017~~2024 compared with ~~$118.3~~$119.3 million in the same period last year. ~~The increase is primarily due to increases in operating income and depreciation and amortization expense and a $1.3 million excess tax benefit from share-based payments~~

On January 17, 2024, the Company completed the purchase of 17 freight terminals of Yellow Corporation for ~~the nine months ended September 30, 2017 as a result~~an aggregate purchase price of the adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-09. The Company had net cash used in investing activities of $152.6 million during the first nine months of 2017 compared to $107.8$235.7 million in cash. In addition, the ~~first nine months~~Company completed the acquisition of ~~2016, primarily as a result~~Yellow Corporation’s interests in leases for 11

freight terminals for an aggregate purchase price of ~~higher capital expenditures for revenue equipment and real estate in the first nine months of 2017. The Company’s net cash provided by financing activities was $23.4~~$7.9 million in cash, plus the ~~first nine months~~assumption of ~~2017 compared to $9.8 million net cash used in financing activities during~~certain liabilities under the ~~same period last year, primarily due to increased borrowing to fund capital expenditures. The Company had $34.5 million in borrowings under its revolving credit agreement, outstanding letters~~leases and the payment of credit of $35.7 million and cash and cash equivalents balance of $0.1 million at September 30, 2017. The Company also had $3.6 million outstanding in Senior Notes and $89.2 million in obligations under capital leases at September 30, 2017. The Company was in compliance with the debt covenants under its debt agreements at September 30, 2017.cure costs.

General

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

Saia is a transportation company headquartered in Johns Creek, Georgia that provides ~~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 46 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, 2024 and ~~2016~~2023

(unaudited)


							Percent
							Variance
	2024			2023			'24 v. '23
	(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul)
Operating Revenue	$	754,775		$	660,535			14.3		%
Operating Expenses:
Salaries, wages and employees’ benefits		341,713			298,956			14.3
Purchased transportation		52,507			46,727			12.4
Fuel and other operating expenses		193,794			172,829			12.1
Depreciation and amortization		48,849			42,880			13.9
Operating Income		117,912			99,143			18.9
Operating Ratio		84.4	%		85.0	%
Nonoperating (Income) Expense		(1,001	)		45			(2,324.4	)

Working Capital (as of March 31, 2024 and 2023)		78,488			242,983
Cash Flows provided by Operating Activities (year to date)		106,468			119,270
Net Acquisitions of Property and Equipment (year to date)		456,821			128,055

Saia Motor Freight Operating Statistics:
Workdays		64			64
LTL Tonnage		1,392			1,311			6.2
LTL Shipments		2,108			1,822			15.7
LTL Revenue per hundredweight	$	26.51		$	24.63			7.6
LTL Revenue per hundredweight, excluding fuel surcharge	$	22.26		$	20.15			10.5
LTL Revenue per shipment	$	350.18		$	354.37			(1.2	)
LTL Revenue per shipment, excluding fuel surcharge	$	293.96		$	289.87			1.4
LTL Pounds per shipment		1,321			1,439			(8.2	)
LTL Length of haul		888			892			(0.4	)

Percent

Variance

2017

2016

'17 v. '16

(in thousands, except ratios and revenue per hundredweight)
Operating Revenue

$
350,062

$
316,442

10.6

%
Operating Expenses:

Salaries, wages and employees’ benefits

194,920

178,687

9.1

Purchased transportation

23,074

15,657

47.4

Depreciation and amortization

22,338

19,927

12.1

Fuel and other operating expenses

85,128

79,527

7.0

Operating Income

24,602

22,644

8.6

Operating Ratio

93.0
%

92.8
%

(0.2
)

Nonoperating Expense

1,182

1,079

9.5

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

Net Acquisitions of Property and Equipment (year to date)

152,586

107,825

Saia Motor Freight Operating Statistics:

LTL Tonnage

931

913

2.0

LTL Shipments

1,662

1,638

1.5

LTL Revenue per hundredweight

$
17.36

$
16.08

8.0

~~(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, 2024 compared to ~~Quarter and nine months~~quarter ended ~~September 30, 2016~~March 31, 2023

Revenue and volume

Consolidated revenue for the quarter ended ~~September 30, 2017~~March 31, 2024 increased ~~10.6~~14.3 percent to ~~$350.1~~$754.8 million primarily as a result of ~~increased tonnage, shipments, fuel surcharges and pricing actions, partially offset by the timing of the 4~~^th ~~of July holiday, impacts of hurricanes and one less workday~~increases 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 ~~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~~partially as a result of ~~increased rates and fuel surcharges.~~the redistribution of freight due to industry consolidation. For the ~~third~~first quarter of ~~2017,~~2024, Saia’s LTL tonnage ~~increased 3.6~~was up 6.2 percent ~~per workday~~ to ~~0.9~~1.4 million tons, and LTL shipments increased ~~3.1~~15.7 percent ~~per workday~~ to ~~1.7~~2.1 million shipments. ~~Approximately~~LTL revenue per hundredweight, excluding fuel surcharge, increased 10.5 percent to $22.26 per hundredweight for the first quarter of 2024 as a result of changes in business mix and pricing actions. For the first quarter of 2024, 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 December 4, 2023, respectively. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.

Operating revenue includes ~~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~~increases 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.~~ Fuel surcharge revenue ~~increased to 11.3 percent~~as a percentage of operating revenue ~~for the quarter ended September 30, 2017 compared~~decreased to ~~10.2~~15.7 percent for the quarter ended ~~September 30, 2016,~~March 31, 2024 compared to 17.8 percent for the quarter ended March 31, 2023, as a result of ~~increases~~decreases 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~~$117.9 million in the ~~third~~first quarter of ~~2017~~2024 compared to ~~$22.6~~$99.1 million in the prior year quarter. Overall, the ~~operations were favorably impacted~~increase in consolidated operating income was the ~~third~~result of increased volumes 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.2024. The ~~third~~first quarter of ~~2017~~2024 operating ratio (operating expenses divided by operating revenue) was ~~93.0~~84.4 percent compared to ~~92.8~~85.0 percent for the same period in ~~2016.~~2023.

Salaries, wages and employees’ benefits increased ~~$16.2~~$42.8 million in the ~~third~~first quarter of ~~2017~~2024 compared to the ~~third~~first quarter of ~~2016 largely due to higher wages associated with increased~~2023. This change was primarily driven by increases during the quarter in employee hours and headcount in ~~the third quarter of 2017,~~response to overall increased volumes, expanded footprint and by a Company-wide wage increase in July ~~2017 and higher healthcare benefit costs.~~2023 of approximately 4.1 percent. Purchased transportation increased $5.8 million in the first quarter of 2024 compared to the first quarter of 2023 primarily due to increased volumes. Fuel, operating expenses and supplies increased ~~$7.3~~by $14.7 million compared to the first quarter of 2023 largely due to increased administrative costs and facility costs due to increased volumes and expanded footprint. Claims and insurance expense in the first quarter of 2024 was $3.4 million higher than the first quarter of 2023 primarily due to increased activity and premiums. Depreciation and amortization expense increased $6.0 million in the ~~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~~2024 compared to the same period ~~last year largely~~in 2023 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 expense2024 was ~~$0.9 million~~ lower than the same period ~~last year primarily due~~in 2023 as the Company continued to ~~decreased development~~pay down finance lease obligations, partially offset by interest expense related to borrowings on ~~older claims and decreased cargo claims. Purchased transportation increased $17.8 million compared to~~the Revolving Credit Facility that occurred late in the quarter.

Interest income for 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.

~~Other~~

~~Substantially all non-operating expenses represent interest expense. Interest expense in the third~~ quarter of ~~2017~~2024 was ~~$0.1 million~~ higher than the ~~third quarter of 2016~~same period in 2023 due to increased ~~average borrowings in~~interest rates on deposit balances during 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.period.

The effective tax rate was ~~38.5~~23.7 percent and ~~35.9~~23.2 percent for the quarters ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, respectively. The increase in the third quarter tax rate in 2017 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 activity recognized as a result of the Company’s adoption of ASU 2016-09 effective January 1, 2017.

Net income was ~~$14.4~~$90.7 million, or ~~$0.55~~$3.38 per diluted share, in the ~~third~~first quarter of ~~2017~~2024 compared to net income of ~~$13.8~~$76.1 million, or ~~$0.54~~$2.85 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 2016.2023.

Outlook

~~Working capital/capital expenditures~~

~~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 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 December 4, 2023 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 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’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.

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

Working capital at March 31, 2024 was $78.5 million, a decrease from $243.0 million at March 31, 2023.

Current assets at March 31, 2024 decreased by $97.3 million as compared to March 31, 2023, driven by a ~~revolving credit agreement (the Restated Credit Agreement) with a group~~decrease in cash and cash equivalents of ~~banks~~$154.1 million to fund ~~capital investments, letters~~the Yellow Corporation real estate acquisitions, partially offset by an increase in accounts receivable of ~~credit and working capital needs. The Company is also a party~~$50.9 million. Current liabilities increased by $67.2 million at March 31, 2024 compared to ~~a long-term note agreement (the Restated Master Shelf Agreement). The Company has pledged certain land and structures, tractors, trailers~~March 31, 2023 largely due to an increase in accounts payable and other ~~personal property and~~current liabilities.

A summary of our cash activity is presented below:


	First Quarter
	2024	2023
	(in thousands)
Cash and Cash Equivalents, beginning of period	$296,215	$187,390
Net Cash flows provided by (used in):
Operating activities	106,468	119,270
Investing activities	(451,822)	(128,055)
Financing activities	61,447	(12,180)
Net Decrease in Cash and Cash Equivalents	(283,907)	(20,965)
Cash and Cash Equivalents, end of period	$12,308	$166,425

Cash flows provided by operating activities were $106.5 million for the three months ended March 31, 2024 versus $119.3 million for the three months ended March 31, 2023. The decrease is primarily due to an increase in accounts receivable, partially offset by changes in other assets and liabilities and additional net income. For the three months ended March 31, 2024, net cash used in investing activities was $451.8 million compared to ~~secure indebtedness under both agreements.~~

~~Restated Credit Agreement~~

~~The Restated Credit Agreement is a revolving credit facility for up to $250~~$128.1 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, the Company must maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Restated Credit Agreement also provides 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 ~~Restated Credit Agreement.~~

~~At September 30, 2017,~~same period last year, a $323.7 million increase. This increase resulted from the ~~Company had~~acquisition of terminals from Yellow Corporation in January 2024 in addition to increased revenue equipment purchases to support higher volumes. For the three months ended March 31, 2024, net cash provided by financing activities was $61.4 million compared to $12.2 million net cash used in financing activities during the same period last year, as a result of 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 million under the Restated Credit Agreement. The available portion of the Restated Credit Agreement may be used for general corporate purposes, includingto help fund capital expenditures ~~working capital and letter~~during the first three months 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 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 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 agreements, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals.

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

Credit Agreements

Revolving Credit Facility

The Company is a party to a credit agreement with its banking group (the Revolving Credit Facility), which provides up to a $300 million revolving line of credit through February 2028. The Revolving Credit Facility contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. The applicable margin is between 1.00% and 1.75% per annum for term SOFR loans and between 0.00% and 0.75% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The Company also accrues fees based on the daily unused portion of the credit facility, which is between 0.0125% and 0.025% based on the Company’s consolidated net lease adjusted leverage ratio. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in compliance with its debt covenants at ~~September 30, 2017.~~March 31, 2024.

~~Net capital expenditures pertain primarily~~At March 31, 2024 the Company had outstanding borrowings of $72.0 million and outstanding letters of credit $32.4 million under this Revolving Credit Facility. As of December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million under this Revolving Credit Facility. At March 31, 2024, the Company had $195.6 million in availability under the Revolving Credit Facility.

Private Shelf Agreement

On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to ~~investments~~time, to offer for sale to Prudential and its affiliates, in ~~tractors and trailers and other revenue equipment, information technology, land and structures. Projected net capital expenditures for 2017 are approximately $230 million, inclusive~~one or a series 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 milliontransactions, senior notes of the ~~2017 remaining capital budget was committed~~Company, through November 9, 2026.

The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes.

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

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment. Total liabilities recognized under finance leases were $12.1 million and $16.5 million as of ~~September 30, 2017. Net capital expenditures~~March 31, 2024 and December 31, 2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at March 31, 2024 and December 31, 2023 were ~~$183.9~~each 4.0 percent.

Contractual Obligations

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the credit agreements. Contractual obligations for operating leases at March 31, 2024 totaled $149.0 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 $12.5 million at March 31, 2024, which includes both principal and interest amounts. For the ~~future minimum lease~~remainder of 2024, $5.7 million of interest payments are ~~included in~~anticipated based on borrowings and commitments outstanding at March 31, 2024. 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, 2024 were $330.7 million, including commitments of $330.4 million for capital expenditures. As of March 31, 2024, the Revolving Credit Facility had $72.0 million outstanding principal balance and the Shelf Agreement had no outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of March 31, 2024 the Company had total outstanding letters of credit of $32.4 million and $59.6 million in surety bonds.

The Company has accrued approximately $5.0 million for uncertain tax positions and $0.5 million for interest and penalties related to the uncertain tax positions as of March 31, 2024. At March 31, 2024, the Company has accrued $83.3 million for claims and insurance liabilities.

Critical Accounting Policies and Estimates

There have been no significant changes to the application of the critical accounting policies and estimates contained in our Annual Report on Form 10-K for the year ended December 31, 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~~

2023. 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~~2023 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. To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program. The detail of the Company’s debt structure is

more fully described in Note 5 “Debt and Financing Arrangements” of the ~~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. To help mitigate our risk to rising fuel prices, the Company has implemented a 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.10-Q.

The following table provides information about the Company’s third-party financial instruments as of ~~September 30, 2017.~~March 31, 2024. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of ~~the variable and~~ fixed rate debt (in millions) was estimated based upon levels one and two in the fair value hierarchy, respectively. 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 leases(finance leases) is based on current market interest rates for similar types of financial ~~instruments.~~instruments, reflective of level two inputs. The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company.


	Expected maturity date																		2017				Expected maturity date						2024
	2017			2018			2019			2020			2021			Thereafter			Total		Fair Value		2024	2025	2026	2027	2028	Thereafter	Total	Fair Value
Fixed rate debt	$	6.9		$	13.6		$	14.0		$	14.4		$	15.5		$	28.3		$	92.7	$	92.4	$5.7	$5.4	$1.0	$—	$—	$—	$12.1	$11.8
Average interest rate		3.2	%		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%					4.0%	4.1%	3.5%	—	—	—	4.0%
Variable rate debt	$	—		$	—		$	—		$	34.5		$	—		$	—		$	34.5	$	34.5	$—	$—	$—	$—	$72.0	$—	$72.0	$72.0
Average interest rate		—			—			—			2.5	%		—			—						—	—	—	—	8.5%	—	8.5%

Item 4. Controls and Procedures

Quarterly Controls Evaluation and Related CEO and CFO Certifications

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

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

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

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

Definition of Disclosure Controls

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

Limitations on the Effectiveness of Controls

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

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~~in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2023, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and ~~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, 2023.

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

Issuer Purchases of Equity Securities

Period

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

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

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

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

July 1, 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, 2024 through
January 31, 2024	—	(2)	$—	(2)	—	$—
February 1, 2024 through
February 29, 2024	—	(3)	$—	(3)	—	—
March 1, 2024 through
March 31, 2024	530	(4)	$593.24	(4)	—	—
Total	530				—


(1)	~~Shares~~Any shares purchased by the Saia, Inc. Executive Capital Accumulation Plan ~~were~~are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of ~~July~~January 1, ~~2017~~2024 through ~~July~~January 31, ~~2017.~~2024.
(3)	The Saia, Inc. Executive Capital Accumulation Plan sold 37790 shares of Saia stock at an average price of ~~$52.15 per share on the open market~~$550.79 during the period of ~~August~~February 1, ~~2017~~2024 through ~~August 31, 2017.~~February 29, 2024.
(4)	The Saia, Inc. Executive Capital Accumulation Plan ~~sold 990 shares~~had no sales of Saia stock ~~at an average price of $57.33 per share on the open market~~ during the period of ~~September~~March 1, ~~2017~~2024 through ~~September 30, 2017.~~March 31, 2024.

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

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

Item 5. Other Information—~~None~~

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

Item 6. Exhibits


Exhibit
Number		Description of Exhibit

~~3.1~~ 2.1		Asset Purchase Agreement dated December 5, 2023 by and among Saia, Inc., Saia Motor Freight Line, LLC, Yellow Corporation, New Penn Motor Express LLC, USF Holland LLC, USF Reddaway Inc., YRC Inc. and YRC Freight Canada Company (incorporated by reference to Exhibit 2.1 of Saia, Inc’s Form 8-K (File No. 0-49983) filed on December 11, 2023).

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

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

~~3.2~~ 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, 2024, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, 2024 and ~~nine months ended September 30, 2017 and 2016~~2023 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2024 and 2023 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 (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, 2024, 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 26, 2024		~~/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~~


(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

	September 30, 2017		December 31, 2016
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
Total debt		127,233		73,804
Less: current portion of long-term debt		17,072		16,762
Long-term debt, less current portion	$	110,161	$	57,042

	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