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 26,408,402 shares of ~~shares~~Common Stock outstanding ~~of each of the issuer's classes of common stock, as of the latest practicable date.~~

September 30, 2017

December 31, 2016

Assets

(in thousands, except share and per share data)

Current Assets:

Cash and cash equivalents

$
81

$
1,539

Accounts receivable, net

172,119

135,083

Prepaid expenses and other

28,399

29,857

Total current assets

200,599

166,479

Property and Equipment, at cost

1,260,856

1,101,946

Less-accumulated depreciation

538,065

497,827

Net property and equipment

722,791

604,119

Goodwill and Identifiable Intangibles, net

24,368

25,398

Other Noncurrent Assets

4,961

4,374

Total assets

$
952,719

$
800,370

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$
63,742

$
45,149

Wages, vacation and employees’ benefits

44,140

31,700

Claims and insurance accruals

37,704

33,047

Other current liabilities

20,841

18,286

Current portion of long-term debt

17,072

16,762

Total current liabilities

183,499

144,944

Other Liabilities:

Long-term debt, less current portion

110,161

57,042

Deferred income taxes

90,064

80,199

Claims, insurance and other

37,242

35,107

Total other liabilities

237,467

172,348

Commitments and Contingencies

Stockholders’ Equity:

Preferred stock, $0.001 par value, 50,000 shares authorized,
     none issued and outstanding

—

—

Common stock, $0.001 par value, 50,000,000 shares authorized,
     25,490,381 and 25,322,701 shares issued and outstanding at
     September 30, 2017 and December 31, 2016, respectively

25

25

Additional paid-in-capital

243,382

237,846

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
)
Retained earnings

291,794

248,397

Total stockholders’ equity

531,753

483,078

Total liabilities and stockholders’ equity

$
952,719

$
800,370

Third Quarter

Nine Months

2017

2016

2017

2016

(in thousands, except per share data)

Operating Revenue

$
350,062

$
316,442

$
1,025,259

$
918,258

Operating Expenses:

Salaries, wages and employees’ benefits

194,920

178,687

572,211

524,877

Purchased transportation

23,074

15,657

60,212

42,439

Fuel, operating expenses and supplies

66,679

59,345

196,761

172,411

Operating taxes and licenses

10,631

10,061

32,088

30,227

Claims and insurance

8,535

9,988

28,010

28,949

Depreciation and amortization

22,338

19,927

64,607

56,910

Loss (gain) from property disposals, net

(717
)

133

(469
)

496

Total operating expenses

325,460

293,798

953,420

856,309

Operating Income

24,602

22,644

71,839

61,949

Nonoperating Expenses (Income):

Interest expense

1,313

1,183

3,762

3,410

Other, net

(131
)

(104
)

57

(147
)
Nonoperating expenses, net

1,182

1,079

3,819

3,263

Income Before Income Taxes

23,420

21,565

68,020

58,686

Income Tax Provision

9,013

7,739

24,623

21,010

Net Income

$
14,407

$
13,826

$
43,397

$
37,676

Weighted average common shares outstanding – basic

25,527

25,038

25,494

25,022

Weighted average common shares outstanding – diluted

26,113

25,658

26,050

25,625

Basic Earnings Per Share

$
0.56

$
0.55

$
1.70

$
1.51

Diluted Earnings Per Share

$
0.55

$
0.54

$
1.67

$
1.47

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

	March 31, 2022			December 31, 2021
Assets	(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	141,325		$	106,588
Accounts receivable, net		322,343			276,755
Prepaid expenses and other		46,998			32,912
Total current assets		510,666			416,255
Property and Equipment, at cost		2,162,492			2,144,528
Less: accumulated depreciation		890,927			864,074
Net property and equipment		1,271,565			1,280,454
Operating Lease Right-of-Use Assets		103,892			107,781
Goodwill and Identifiable Intangibles, net		18,866			19,157
Other Noncurrent Assets		27,360			21,603
Total assets	$	1,932,349		$	1,845,250
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	130,163		$	114,010
Wages, vacation and employees’ benefits		62,125			73,109
Claims and insurance accruals		44,853			54,717
Other current liabilities		61,618			38,551
Current portion of long-term debt		18,373			19,396
Current portion of operating lease liability		21,989			21,565
Total current liabilities		339,121			321,348
Other Liabilities:
Long-term debt, less current portion		26,506			31,008
Operating lease liability, less current portion		84,062			88,409
Deferred income taxes		122,106			124,137
Claims, insurance and other		69,064			60,015
Total other liabilities		301,738			303,569
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, NaN issued and outstanding		—			—
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,408,402 and 26,336,589 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		26			26
Additional paid-in-capital		267,745			274,633
Deferred compensation trust, 80,174 and 94,627 shares of common stock at cost at March 31, 2022 and December 31, 2021, respectively		(5,480	)		(4,101	)
Retained earnings		1,029,199			949,775
Total stockholders’ equity		1,291,490			1,220,333
Total liabilities and stockholders’ equity	$	1,932,349		$	1,845,250

	First Quarter
	2022		2021
	(in thousands, except per share data)
Operating Revenue	$	661,216	$	484,074
Operating Expenses:
Salaries, wages and employees' benefits		289,463		244,437
Purchased transportation		78,248		45,031
Fuel, operating expenses and supplies		122,771		84,901
Operating taxes and licenses		16,573		14,338
Claims and insurance		10,736		11,480
Depreciation and amortization		39,952		35,372
Loss (gain) from property disposals, net		24		(199	)
Total operating expenses		557,767		435,360
Operating Income		103,449		48,714
Nonoperating Expenses (Income):
Interest expense		692		852
Other, net		235		(131	)
Nonoperating expenses, net		927		721
Income Before Income Taxes		102,522		47,993
Income Tax Provision		23,098		10,702
Net Income	$	79,424	$	37,291

Weighted average common shares outstanding – basic		26,391		26,285
Weighted average common shares outstanding – diluted		26,670		26,671

Basic Earnings Per Share	$	3.01	$	1.42
Diluted Earnings Per Share	$	2.98	$	1.40

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)
Balance at December 31, 2021		26,336,589	$	26	$	274,633		$	(4,101	)	$	949,775	$	1,220,333
Stock compensation, including options and long-term incentives		—		—		2,056			—			—		2,056
Exercise of stock options less shares withheld for taxes		10,992		—		907			—			—		907
Shares issued for long-term incentive awards, net of shares withheld for taxes		60,821		—		(11,230	)		—			—		(11,230	)
Purchase of shares by Deferred Compensation Trust		—		—		2,445			(2,445	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(1,066	)		1,066			—		—
Net income		—		—		—			—			79,424		79,424
Balance at March 31, 2022		26,408,402	$	26	$	267,745		$	(5,480	)	$	1,029,199	$	1,291,490

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)
Balance at December 31, 2020		26,236,570	$	26	$	267,666		$	(2,944	)	$	696,540	$	961,288
Stock compensation, including options and long-term incentives		—		—		1,711			—			—		1,711
Exercise of stock options less shares withheld for taxes		46,741		—		3,678			—			—		3,678
Shares issued for long-term incentive awards, net of shares withheld for taxes		50,381		—		(6,350	)		—			—		(6,350	)
Purchase of shares by Deferred Compensation Trust		—		—		742			(742	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(17	)		17			—		—
Net income		—		—		—			—			37,291		37,291
Balance at March 31, 2021		26,333,692	$	26	$	267,430		$	(3,669	)	$	733,831	$	997,618

	First Quarter
	2022			2021
	(in thousands)
Operating Activities:
Net income	$	79,424		$	37,291
Noncash items included in net income:
Depreciation and amortization		39,952			35,372
Deferred income taxes		(2,030	)		1,327
Other, net		181			2,365
Changes in operating assets and liabilities, net		(21,566	)		(15,384	)
Net cash provided by operating activities		95,961			60,971
Investing Activities:
Acquisition of property and equipment		(46,259	)		(25,568	)
Proceeds from disposal of property and equipment		883			180
Net cash used in investing activities		(45,376	)		(25,388	)
Financing Activities:
Repayments of revolving credit agreement		—			(7,713	)
Borrowings of revolving credit agreement		—			7,713
Proceeds from stock option exercises		907			3,678
Shares withheld for taxes		(11,230	)		(6,350	)
Repayment of finance leases		(5,525	)		(4,959	)
Net cash used in financing activities		(15,848	)		(7,631	)
Net Increase in Cash and Cash Equivalents		34,737			27,952
Cash and Cash Equivalents, beginning of period		106,588			25,308
Cash and Cash Equivalents, end of period	$	141,325		$	53,260

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.~~2021. Operating results for the quarter ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2022 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2017.~~2022.

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

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. A customer may submit many BOLs for transportation services at various times throughout a service agreement term but 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 service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited services over the transit time of the shipment as it moves from origin to destination. Revenue for services is recognized based on transit status at the end of each reporting period.

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

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

Remaining performance obligations represent the transaction price allocated to future periods for freight services started but not completed at the reporting date. These amounts include the unearned portion of billed and unbilled amounts for freight shipments in transit that the Company expects to recognize as revenue in the period subsequent to the reporting date, which is generally less than one week. The Company has elected to apply the optional exemption in accordance with the Financial Accounting Standards Board (“FASB”) ~~issued~~ Accounting Standards ~~Update~~Codification (“~~ASU”~~ASC”) ~~No. 2016-09,~~ ~~Improvements~~Topic 606, Revenue from Contracts with Customers, as it relates to ~~Employee Share-Based Payment Accounting. The~~additional quantitative disclosures pertaining to remaining performance obligations.

Effective March 1, 2018, the Company ~~adopted this~~entered into a new ~~standard effective January~~automobile liability insurance policy with athree-year term. Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the policy. Thereafter, the policy provides insurance coverage for a single loss of $8.0 million, an aggregate loss limit of $24.0 million for each policy year, and a $48.0 million aggregate loss limit for the 36-month term originally ended March 1, ~~2017.~~2021. Under the policy, the Company could elect to commute the policy with respect to the first 12 months of the policy term and concurrently extend the policy for an additionalone-yearperiod if paid losses in the first 12 months of the policy were less than $5.2 million. In August 2019, the Company elected to commute the policy for such period. As a result, the Company received a return of $5.2 million of ~~adoption, $1.3~~the premium paid (the maximum return premium available), based on the amount of claims paid and the insurer was released from all liability in connection with claims occurring in such 12-month period. The Company is now self-insured for the first $10 million per occurrence with respect to such 12-month period and the policy was extended for one additional year to March 1, 2022. The Company recognized the remaining $0.3 million of ~~excess tax benefits related to share-based payments was recorded~~the return premium as ~~an offset to income tax~~a reduction in insurance premium expense in the first ~~nine months~~quarter of ~~2017, as opposed~~2022. Effective March 1, 2022, the Company extended the policy term for one additional year 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 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.March 1, 2023. Additionally, the Company ~~reclassified $0.7~~is required to pay an additional premium of up to $11.0 million ~~in shares withheld for taxes from operating activities~~ if losses paid by the insurer are greater than $17.5 million over the four-year policy period ending March 1, 2023. Based on claims occurring since March 1, 2019, 0 such additional premium was accrued at March 31, 2022. Commencing on August 30, 2023, the Company may elect to ~~financing activities for~~commute the ~~first nine months of 2016. The Company had no other items requiring retrospective treatment~~policy with respect to the insurer’s entire liability under the ~~pronouncement.~~

~~In May 2014,~~policy in which case the ~~FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers,~~ ~~which requires an entity~~Company would be entitled to ~~recognize~~a return of a portion of the premium paid, up to $17.5 million, based on the amount of ~~revenue~~claims paid and the insurer would be released from all liability under the policy ending March 1, 2023. As a result, if the Company elects to ~~which~~commute the policy as to the entire policy term, the Company would be self-insured for $10 million per occurrence for the five years ended March 1, 2023.

Effective March 1, 2022, the Company entered into an additional automobile liability insurance policy with athree-year term that is applicable when an occurrence exceeds $10 million. Thereafter, the policy provides insurance coverage for a single loss of an additional $5.0 million, an aggregate loss limit of $10.0 million for each policy year, and a $20.0 million aggregate loss limit for the three-year term ending March 1, 2025. Under the policy, the Company may elect to commute the policy for the three year term if losses incurred are less than $1.4 million and the Company does not elect to renew the policy. In the event the Company elects to commute the policy for such period, it ~~expects to~~will be entitled to a return of a portion of the premium paid, up to $1.1 million, based on the amount of claims paid and the insurer will be released from all liability in connection with such period.As a result, if the Company elects to commute the policy as to such period, the Company will be self-insured 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$10 million to ~~defer the effective date by one year. The new standard is effective~~$15 million loss layer per occurrence for the ~~Company on January~~three years ended March 1, ~~2018, at which point~~2025. The decision whether to commute the policy can not be made before June 1, 2024 and must be made prior to December 1, 2025, unless the insurer agrees to extend such date. Additionally, the Company ~~plans~~is required to ~~adopt this standard. The standard permits~~pay an additional premium of up to $7.5 million if losses paid by the ~~use of either~~insurer are greater than $1.4 million over the ~~retrospective or cumulative effect transition method. Under the new standard, accessorial fees,~~three-year policy period ending March 1, 2025. Based on claims occurring since March 1, 2022, 0 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 retrospectively, the Company has not yet quantified the impact of the standard.additional premium was accrued at March 31, 2022.

~~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.

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		2022		2021
Numerator:
Net income	$	14,407	$	13,826	$	43,397	$	37,676	$	79,424	$	37,291
Denominator:
Denominator for basic earnings per share–weighted average common shares		25,527		25,038		25,494		25,022		26,391		26,285
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										279		386
Denominator for diluted earnings per share–adjusted weighted average common shares		26,113		25,658		26,050		25,625		26,670		26,671

Basic Earnings Per Share	$	0.56	$	0.55	$	1.70	$	1.51	$	3.01	$	1.42

Diluted Earnings Per Share	$	0.55	$	0.54	$	1.67	$	1.47	$	2.98	$	1.40

For the quarter ~~and nine months~~ ended ~~September 30, 2017,~~March 31, 2022, options and restricted stock for ~~63,104~~15,808 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,~~March 31, 2021 options and restricted stock for ~~402,770 and 516,312~~20,164 shares of common stock ~~respectively,~~ were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

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.~~March 31, 2022.

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.

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, 2022 and December 31, ~~2016,~~2021, 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, 2022 and December 31, ~~2016~~2021 was ~~$126.9~~$44.8 million and ~~$77.6~~$50.8 million, respectively, based upon ~~levels one and~~level two in the fair value hierarchy. The carrying value of the debt was ~~$127.2~~$44.9 million and ~~$73.8~~$50.4 million at ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, respectively.

At ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, debt consisted of the following (in thousands):

~~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.

The Company ~~entered into the Fifth~~is party to a revolving credit agreement with a group of banks to fund capital investments, letters of credit and working capital needs.

The Company is a party to a Sixth Amended and Restated Credit Agreement with its banking group ~~(as amended, the Restated~~(the Amended 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.

~~The Restated Credit Agreement is a revolving credit facility for~~, which provides up to ~~$250~~a $300 million ~~expiring in March 2020.~~revolving line of credit through February 2024. The ~~Restated~~Amended Credit Agreement also has an accordion feature that allows for an additional ~~$75~~$100 million availability, subject to certain conditions and availability of lender ~~approval.~~commitments. The ~~Restated~~Amended Credit Agreement provides for aLIBOR rate margin range from ~~112.5~~ 100 basis points to ~~225~~200 basis points, base rate margins from minus ~~12.5~~50 basis points to plus 50 basis points, an unused portion fee from 2017.5 basis points to 30 basis points and letter of credit fees from ~~112.5~~100 basis points to ~~225~~200 basis points, in each case based on the Company’s leverage ratio.

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

At ~~September 30, 2017,~~March 31, 2022, the Company had ~~borrowings of $34.5 million and outstanding letters of credit of $33.9 million under the Restated Credit Agreement. At December 31, 2016, the Company had no~~0 outstanding borrowings and outstanding letters of credit of ~~$39.4~~$32.0 million under the ~~Restated~~Amended Credit Agreement. At December 31, 2021, the Company had 0 outstanding borrowings and outstanding letters of credit of $29.3 million under the Amended Credit Agreement. The available portion of the ~~Restated~~Amended Credit Agreement may be used for general corporate purposes, including ~~future~~ capital expenditures, working capital and letter of credit requirements as needed.

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

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

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 $44.9 million and ~~$66.7~~$50.4 million as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, respectively. Amortization of assets held under the ~~capital~~finance leases is included in depreciation and amortization expense. As of March 31, 2022 and December 31, 2021, approximately $78.4 million and $85.1 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, 2022 and December 31, ~~2016 is 3.04~~2021 were 3.6 percent and ~~2.82~~3.6 percent, respectively.

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:

The Company continues to monitor the progression of the COVID-19 pandemic, further government response, and development of treatments and vaccines and their potential effect on our short-term and long-term financial results and liquidity. These events could have an impact in future periods on certain estimates used in the preparation of our 2022 financial results. Local, state and national governments have designated transportation as an essential service. The Company has made a variety of efforts to ensure the ongoing availability of Saia’s transportation services, while instituting actions and policies to help keep employees and customers safe.

The Company has considered the impact of COVID-19 on its estimates and assumptions and determined that there were no material adverse impacts on the Company’s financial position. Given the uncertainty surrounding the duration of the pandemic, it is possible that these assumptions and estimates may materially change in the future.

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~~2021 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

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:

~~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,~~2021, 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.

The Company’s business is highly correlated to non-service sectors of the general economy. The Company’s strategy is to improve profitability by increasing yield while also increasing volumes to build density in existing geography and to ~~expand~~pursue geographic expansion to promote profitable growth and improve our ~~service geography into the Northeastern United States.~~customer value proposition over time. The Company’s business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness ~~safety~~ and asset ~~utilization.~~utilization (primarily tractors and trailers). Pricing initiatives have had a positive impact on yield and profitability. The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction. Technology continues to be an important investment that is ~~facilitating~~improving customer experience, operational efficiencies and ~~customer~~Company image.

We are continuing to monitor the progression of the COVID-19 pandemic, further government response, and development of treatments and vaccines and their potential effect on our short-term and long-term financial results and liquidity. These events could have an impact in future periods on certain estimates used in the preparation of our 2022 financial results. Local, state and national governments have designated transportation as an essential service. The Company has made a variety of efforts to ensure the ongoing availability of Saia’s transportation services, while instituting actions and policies to help keep employees and customers safe.

We believe we have significant liquidity available to continue business operations in the event of future disruptions from the COVID-19 pandemic. As discussed in “Financial Condition, Liquidity and Capital Resources” below,the Company has in place a revolving credit facility with up to $300 million in availability, plus an accordion feature that provides for an additional $100 million in availability, subject to certain conditions and lender commitments, in addition to its cash flow from operations.

The situation surrounding COVID-19 remains fluid and there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we are unable to predict the extent to which the pandemic and related impacts could impact our business operations, financial condition, results of operations, liquidity and cash flows.

The Company’s operating revenue increased by ~~10.6~~36.6 percent in the ~~third~~first quarter of ~~2017~~2022 compared to the same period in ~~2016.~~2021. The increase resulted primarily from ~~increased shipments,~~increases in revenue per shipment, tonnage and fuel ~~surcharges and pricing actions, including a 4.9 percent general rate increase taken July 17, 2017, partially offset by the timing of the 4~~^th of July holiday, impacts of named hurricanes Harvey and Irma and one less workday in the quarter. Expansion into the Northeastern United States and the new Canadian marketing partnership during the second quarter of 2017 were contributing factors in the increased shipments and tonnage.surcharge revenue.

Consolidated operating income was ~~$24.6~~$103.4 million for the ~~third~~first quarter of ~~2017~~2022 compared to ~~$22.6~~$48.7 million for the ~~third~~first quarter of ~~2016.~~2021. In the ~~third~~first quarter of ~~2017,~~2022, LTL shipments ~~and tonnage~~were up 5.7 percent per workday ~~were~~and LTL tonnage was up ~~3.1~~9.5 percent ~~and 3.6 percent, respectively, versus~~per workday compared to the prior year quarter. Diluted earnings per share were ~~$0.55~~$2.98 in the ~~third~~first quarter of ~~2017,~~2022, compared to diluted earnings per share of ~~$0.54~~$1.40 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~~2022 compared to ~~92.8~~89.9 percent in the ~~third~~first quarter of ~~2016.~~2021. The improved operating ratio compared to prior year is due to the Company’s continued focus on pricing initiatives, cost control and operating efficiencies.

The Company ~~had $127.7~~generated $96.0 million in net cash provided by operating activities in the first ~~nine~~three months of ~~2017~~2022 compared with ~~$118.3~~$61.0 million in the same period last year. The increase is primarily due to increased profitability partially offset by a change in working capital, largely 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.accounts receivable compared to prior year. The ~~Company had~~Company’s net cash used in investing activities ~~of $152.6~~was $45.4 million during the first ~~nine~~three months of ~~2017~~2022 compared to ~~$107.8~~$25.4 million in the first ~~nine~~three months of ~~2016,~~2021, primarily as a result of ~~higher~~increased capital expenditures ~~for revenue equipment and~~related to real estate acquisitions in the first ~~nine~~three months of ~~2017.~~2022. The Company’s net cash ~~provided by~~used in financing activities was ~~$23.4~~$15.8 million in the first ~~nine~~three months of ~~2017~~2022 compared to ~~$9.8~~$7.6 million net cash used in financing activities during the same period last ~~year,~~ year. This change was primarily due to equity based compensation shares withheld for taxes as well as increased ~~borrowing to fund capital expenditures.~~repayment of finance leases during the first three months of 2022. The Company had ~~$34.5 million in~~no outstanding borrowings under its revolving credit agreement, outstanding letters of credit of ~~$35.7~~$33.8 million and a cash and cash equivalents balance of ~~$0.1~~$141.3 million at ~~September 30, 2017.~~March 31, 2022. The Company also had ~~$3.6 million outstanding in Senior Notes and $89.2~~$44.9 million in obligations under ~~capital~~finance leases at ~~September 30, 2017.~~March 31, 2022. At March 31, 2022, the Company had $268.0 million in availability under the revolving credit facility. The revolving credit facility also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments. The Company was in compliance with the debt covenants under its ~~debt agreements~~revolving credit agreement at ~~September 30, 2017.~~March 31, 2022.

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

Saia is a transportation company headquartered in Johns Creek, Georgia that provides ~~regional and interregional~~national less-than-truckload (LTL) services ~~across 38 states~~ through a single integrated organization. While more than 9997 percent of ~~its~~ revenue ~~historically has~~

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

							Percent										Percent
							Variance										Variance
	2017			2016			'17 v. '16				2022			2021			'22 v. '21
	(in thousands, except ratios and revenue per hundredweight)										(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment and length of haul)
Operating Revenue	$	350,062		$	316,442			10.6		%	$	661,216		$	484,074			36.6	%
Operating Expenses:
Salaries, wages and employees’ benefits		194,920			178,687			9.1				289,463			244,437			18.4
Purchased transportation		23,074			15,657			47.4				78,248			45,031			73.8
Depreciation and amortization		22,338			19,927			12.1				39,952			35,372			12.9
Fuel and other operating expenses		85,128			79,527			7.0				150,104			110,520			35.8
Operating Income		24,602			22,644			8.6				103,449			48,714			112.4
Operating Ratio		93.0	%		92.8	%		(0.2	)			84.4	%		89.9	%
Nonoperating Expense		1,182			1,079			9.5				927			721			28.6

Working Capital (as of September 30, 2017 and 2016)		17,100			13,001
Cash Flows provided by Operations (year to date)(1)		127,737			118,309
Working Capital (as of March 31, 2022 and 2021)												171,545			41,057
Cash Flows provided by Operating Activities (year to date)												95,961			60,971
Net Acquisitions of Property and Equipment (year to date)		152,586			107,825							45,376			25,388

Saia Motor Freight Operating Statistics:
Workdays												64			63			1.6
LTL Tonnage		931			913			2.0				1,387			1,247			11.2
LTL Shipments		1,662			1,638			1.5				1,962			1,826			7.4
LTL Revenue per hundredweight	$	17.36		$	16.08			8.0			$	23.29		$	19.18			21.4
LTL Revenue per shipment											$	329.30		$	261.96			25.7
LTL Pounds per shipment												1,414			1,366			3.5
LTL Length of haul												915			904			1.2

Quarter ~~and nine months~~ ended ~~September 30, 2017~~March 31, 2022 compared to ~~Quarter and nine months~~quarter ended ~~September 30, 2016~~March 31, 2021

Consolidated revenue for the quarter ended ~~September 30, 2017~~March 31, 2022 increased ~~10.6~~36.6 percent to ~~$350.1~~$661.2 million primarily as a result of increased revenue per shipment, tonnage ~~shipments,~~and fuel ~~surcharges and pricing actions, partially offset by the timing of the 4~~^th of July holiday, impacts of hurricanes and one less workday in the quarter. Expansion into the Northeastern United States and the new Canadian marketing partnership during the second quarter of 2017 were contributing factors in the increased shipments and tonnage in the third quarter of 2017.surcharge revenue. Saia’s LTL revenue per ~~hundredweight (a measure of yield)~~shipment increased ~~8.0~~25.7 percent to ~~$17.36~~$329.30 per ~~hundredweight~~shipment for the ~~third~~first quarter of ~~2017~~2022 as a result of ~~increased rates~~changes in business mix and ~~fuel surcharges.~~pricing actions. For the ~~third~~first quarter of ~~2017,~~2022, Saia’s LTL tonnage ~~increased 3.6~~was up 9.5 percent per workday to ~~0.9~~1.4 million tons, and LTL shipments increased ~~3.1~~5.7 percent per workday to ~~1.7~~2.0 million shipments. ~~Approximately~~For the first quarter of 2022, approximately 75 to 80 percent of Saia’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. For these customers subject to a general rate increase, on ~~July 17, 2017~~January 24, 2022 and ~~October 3, 2016,~~January 18, 2021, Saia implemented ~~a 4.9~~7.5 and 5.9 percent general rate ~~increase.~~increases, 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 from the Company’s fuel surcharge program. That program is designed to reduce the Company’s exposure to fluctuations in fuel prices by adjusting total freight charges to account for changes in the price of fuel.

The Company’s fuel surcharge is based on the average national price for diesel fuel and is 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~~increased to ~~10.2~~16.8 percent for the quarter ended ~~September 30, 2016,~~March 31, 2022 compared to 12.9 percent for the quarter ended March 31, 2021, as a result of increases in the 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 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, 2017 compared to 9.5 percent for the nine months ended September 30, 2016, as a result of increased fuel prices.

Consolidated operating income was ~~$24.6~~$103.4 million in the ~~third~~first quarter of ~~2017~~2022 compared to ~~$22.6~~$48.7 million in the prior year quarter. Overall, the ~~operations were favorably impacted~~increase in consolidated operating income in the ~~third~~first quarter of 2022 compared to the first quarter of 2021 was the result of increased tonnage, improved pricing actions, the impact of our fuel surcharge program and business mix management during the first quarter of 2022. These actions in 2022 combined with the 9.5 percent increase in tonnage per day, along with continued focus on cost controls and operational efficiencies drove improvement during the quarter. 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. The third quarter of 20172022 operating ratio (operating expenses divided by operating revenue) was ~~93.0~~84.4 percent compared to ~~92.8~~89.9 percent for the same period in ~~2016.~~2021.

Salaries, wages and employees’ benefits increased ~~$16.2~~$45.0 million in the ~~third~~first quarter of ~~2017~~2022 compared to the ~~third~~first quarter of ~~2016 largely~~2021. This change was mostly caused by the Company having added headcount to support ongoing business growth and network expansion. In addition, in August 2021 the Company implemented a salary and wage increase of approximately 4.7 percent. Purchased transportation increased $33.2 million in the first quarter of 2022 compared to the first quarter of 2021 primarily due to ~~higher wages associated with~~linehaul capacity expansion to support growth and customer service requirements. In addition, the cost of this expanded capacity increased ~~headcount~~during the first quarter of 2022. Depreciation and amortization expense increased $4.6 million in the ~~third~~first quarter 2022 compared to the same period in 2021 primarily due to revenue equipment, real estate and technology investments in the second half of ~~2017, a wage increase in July 2017~~2021 and ~~higher healthcare benefit costs.~~the beginning of 2022. Fuel and other operating expenses and supplies increased ~~$7.3~~$37.9 million in the ~~third~~first quarter of ~~2017~~2022 compared to the prior year ~~quarter largely due to higher~~quarter. This increase was driven primarily by an increase in fuel, ~~costs, increases in other~~ operating expenses and supplies ~~including increased expenses related~~of $39.6 million, largely due to increasing diesel fuel costs and volume increases during the ~~expansion in the Northeastern United States, partially offset by improved fuel efficiency.~~quarter. During the ~~third~~first quarter of ~~2017,~~2022, claims and insurance expense was ~~$1.5~~$0.7 million lower than the ~~previous year~~first quarter of 2021 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 compared to the same period last year largely due to increased wages associated with increased headcount in the first nine months 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 andslightly lower ~~maintenance costs resulting from a newer fleet and increased internal maintenance asset utilization. During the first nine months of 2017,~~ claims and insurance expense was $0.9 million lower than the same period last year primarily due to decreased development on older claims and decreased cargo claims. Purchased transportation increased $17.8 million compared to the first nine months of 2016 primarily due to an increase in utilization of purchased transportation carriers to maintain service requirements while supporting increased shipments, tonnage and length of haul in the first nine months of 2017.activity overall.

Substantially all non-operating expenses represent interest expense. Interest expense in the ~~third~~first quarter of ~~2017~~2022 was ~~$0.1 million higher~~lower than the ~~third quarter of 2016 due~~same period in 2021 as the Company continued to increased average borrowings in the third quarter of 2017. Interest expense in the first nine months of 2017 was $0.4 million higher than the first nine months of 2016 due to increased average borrowings in the first nine months of 2017.pay down finance lease obligations.

The effective tax rate was ~~38.5~~22.5 percent and ~~35.9~~22.3 percent for the quarters ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, respectively. The increase in the ~~third~~first quarter effective tax rate in ~~2017~~2022 is primarily ~~a result~~due to the reduction of ~~legislation surrounding~~available tax credits related to alternative fuels compared to the prior year, as alternative fuel tax credits ~~that impacted the third quarter of 2016 but~~have 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~~been enacted 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, 2017.2022.

Net income was ~~$14.4~~$79.4 million, or ~~$0.55~~$2.98 per diluted share, in the ~~third~~first quarter of ~~2017~~2022 compared to net income of ~~$13.8~~$37.3 million, or ~~$0.54~~$1.40 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 2016.2021.

Working capital at ~~September 30, 2017~~March 31, 2022 was ~~$17.1~~$171.5 million, which increased from working capital at ~~September 30, 2016~~March 31, 2021 of ~~$13.0~~$41.1 million.

Current assets at ~~September 30, 2017~~March 31, 2022 increased by ~~$34.2~~$162.4 million as compared to ~~September 30, 2016~~March 31, 2021 and includes an increase in accounts receivable of ~~$28.7~~$79.4 million, ~~along with~~and an increase in ~~prepaid expenses~~cash and ~~other.~~cash equivalents of $88.1 million. Current liabilities increased by ~~$30.1~~$31.9 million at ~~September 30, 2017~~March 31, 2022 compared to ~~September 30, 2016~~March 31, 2021 largely due to ~~increases~~an increase in ~~accounts payable, accrued~~ wages, vacation and ~~employee~~employees’ benefits ~~and claims and insurance accruals.~~payable. Cash flows provided by operating activities were ~~$127.7~~$96.0 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 versus ~~$118.3~~$61.0 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2021. The increase is primarily due to increased profitability, partially offset by a change in working capital compared to prior year. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, net cash used in investing activities was ~~$152.6~~$45.4 million versus ~~$107.8~~$25.4 million in the same period last year, a ~~$44.8~~$20.0 million increase. This increase resulted ~~primarily~~ from ~~higher~~increased capital expenditures ~~for revenue equipment~~related to real estate acquisitions as the Company continues to expand its footprint and ~~real estate.~~add density in markets. The Company currently expects that net capital expenditures in 2022 will be in excess of $500 million. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022, net cash ~~provided by~~used in financing activities was ~~$23.4~~$15.8 million compared to ~~$9.8~~$7.6 million net cash used in financing activities during the same period last year, as a result of equity based compensation shares withheld for taxes as well as increased ~~borrowing~~repayments of finance leases during the first three months of 2022 as compared to ~~fund capital expenditures.~~the same period in 2021.

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~~Our outlook for 2022 is dependent on a number of external factors, including geopolitical developments, inflation, labor availability, fuel prices, supply chain and impact of pandemic related shut-downs. 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 ~~uncertainty as~~uncertain and difficult to ~~the strength of economic conditions.~~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 controlling costs and ~~improve~~improving productivity. ~~We focus on providing top quality service~~ On January 24, 2022 and ~~improving safety performance. On July 17, 2017,~~January 18, 2021, Saia implemented a ~~4.9~~7.5 and 5.9 percent general rate increase, 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 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 market share, including through expansion into the Northeastern United States, there are numerous operating leverage cost benefits. Conversely, should the economy soften from present levels, the Company plans to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is ~~also~~ impacted by the cost and availability of drivers, dock workers and other employees and purchased transportation, fuel, self-insurance claims and insurance ~~claims,~~expense, regulatory changes, successful expansion of our service geography ~~into~~throughout the ~~Northeastern~~ United States, the COVID-19 pandemic and other factors discussed under “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”

See “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance.

~~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,Financial Condition, Liquidity 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.

~~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.

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 to a revolving credit agreement ~~(the Restated Credit Agreement)~~ with a group of banks to fund capital investments, letters of credit and working capital needs. The Company ~~is also a party to a long-term note agreement (the Restated Master Shelf Agreement). The Company~~ has pledged certain land and structures, ~~tractors, trailers~~accounts receivable and other ~~personal property and accounts receivable~~assets to secure indebtedness under ~~both agreements.~~this agreement.

~~The~~The Company is a party to a Sixth Amended and Restated Credit Agreement ~~is a revolving credit facility for~~with its banking group (the Amended Credit Agreement), which provides up to ~~$250~~a $300 million ~~expiring in March 2020.~~revolving line of credit through February 2024. The ~~Restated~~Amended Credit Agreement also has an accordion feature that allows for an additional ~~$75~~$100 million availability, subject to certain conditions and availability of lender ~~approval.~~commitments. The ~~Restated~~Amended Credit Agreement provides for aLIBOR rate margin range from ~~112.5~~ 100 basis points to ~~225~~200 basis points, base rate margins from minus ~~12.5~~50 basis points to plus 50 basis points, an unused portion fee from 2017.5 basis points to 30 basis points and letter of credit fees from ~~112.5~~100 basis points to ~~225~~200 basis points, in each case based on the Company’s leverage ratio.

At ~~September 30, 2017, the Company had borrowings of $34.5 million and outstanding letters of credit of $33.9 million under the Restated Credit Agreement. At December~~March 31, ~~2016,~~2022, the Company had no outstanding borrowings and outstanding letters of credit of ~~$39.4~~$32.0 million under the ~~Restated~~Amended Credit Agreement. At December 31, 2021, the Company had no outstanding borrowings and outstanding letters of credit of $29.3 million under the Amended Credit Agreement. The available portion of the ~~Restated~~Amended Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed.

~~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 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 $44.9 million and ~~$66.7~~$50.4 million as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016,~~2021, respectively. Amortization of assets held under the ~~capital~~finance leases is included in depreciation and amortization expense. The weighted average interest rates for the ~~capital~~finance leases at ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016 are 3.04~~2021 were 3.6 percent and ~~2.82~~3.6 percent, respectively.

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~~$382.6 million ~~as adjusted for the adoption of ASU No. 2016-09,~~ for the year ended December 31, ~~2016,~~2021, while net cash used in investing activities was ~~$117.7~~$277.8 million. Cash flows provided by operating activities were ~~$127.7~~$96.0 million for the ~~nine~~three months ended ~~September 30, 2017, $9.4~~March 31, 2022; $35.0 million higher than the first ~~nine~~three months of the prior year. The increase in operating cash flows is primarily due to increased profitability, partially offset by a change in working capital, largely increases in ~~operating income and depreciation and amortization expense and a $1.3 million excess tax benefit from share-based payments for~~accounts receivable compared to the ~~nine months ended September 30, 2017 as a result of the adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-09.~~prior year. The timing of capital expenditures can largely be managed around the seasonal working capital requirements of the Company. The Company believes it has ~~adequate~~significant sources of capital to meet short-term liquidity needs through its operating cash flows and availability under the ~~Restated~~Amended Credit Agreement. At ~~September 30, 2017,~~March 31, 2022, the Company had ~~$181.6~~$268.0 million in availability under the ~~Restated~~Amended Credit ~~Agreement, subject to the Company’s satisfaction of existing~~Agreement. The Company was in compliance with its debt ~~covenants.~~covenants at March 31, 2022. 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.

Effective March 1, 2018, the Company entered into a new automobile liability insurance policy with a three-year term. Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the policy. Thereafter, the policy provides insurance coverage for a single loss of $8.0 million, an aggregate loss limit of $24.0 million for each policy year, and a $48.0 million aggregate loss limit for the 36-month term originally ended March 1, 2021. Under the policy, the Company could elect to commute the policy with respect to the first 12 months of the policy term and concurrently extend the policy for an additional one-year period if paid losses in the first 12 months of the policy were less than $5.2 million. In August 2019, the Company elected to commute the policy for such period. As a result, the Company received a return of $5.2 million of the premium paid (the maximum return premium available), based on the amount of claims paid and the insurer was released from all liability in connection with claims occurring in such 12-month period. The Company is now self-insured for the first $10 million per occurrence with respect to such 12-month period and the policy was extended for one additional year to March 1, 2022. The Company recognized the remaining $0.3 million of the return premium as a reduction in ~~compliance~~insurance premium expense in the first quarter of 2022. Effective March 1, 2022, the Company extended the policy term for one additional year to March 1, 2023. Additionally, the Company is required to pay an additional premium of up to $11.0 million if losses paid by the insurer are greater than $17.5 million over the four-year policy period ending March 1, 2023. Based on claims occurring since March 1, 2019, no such additional premium was accrued at March 31, 2022. Commencing on August 30, 2023, the Company may elect to commute the policy with ~~its debt covenants~~respect to the insurer’s entire liability under the policy in which case the Company would be entitled to a return of a portion of the premium paid, up to $17.5 million, based on the amount of claims paid and the insurer would be released from all liability under the policy ending March 1, 2023. As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $10 million per occurrence for the five years ended March 1, 2023.

Net capital expenditures pertain primarily to investments in tractors and trailers and other revenue equipment, information technology, land and structures. Projected net capital expenditures for ~~2017~~2022 are ~~approximately $230~~expected to be in excess of $500 million, which represents an increase from 2021 net capital expenditures of $277 million, inclusive of equipment acquired ~~using capital leases. This represents an approximately $78 million increase from 2016 net capital expenditures of $152 million for property~~under finance leases, information technology, and ~~equipment, inclusive of equipment acquired using capital leases.~~land and structures. Projected ~~2017~~2022 capital expenditures include a normal ~~annual level~~replacement cycle 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~~investment for our ~~geographic expansion into~~operations. Net capital expenditures were $45.4 million in the ~~Northeastern United States.~~first three months of 2022. Approximately ~~$18.3~~$271.3 million of the ~~2017~~2022 remaining capital budget was committed as of ~~September 30, 2017. Net capital expenditures were $183.9~~March 31, 2022.

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the Company’s revolving line of credit. Total contractual obligations for operating leases at March 31, 2022 totaled $123.8 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 leases~~principles. Additionally, in April 2021, the Company

committed to an additional terminal lease estimated to commence in 2023 of approximately $57 million with a lease term of 15 years with annual rent ranging from $3.1 million to $4.6 million. Annual rental payments under this lease are not ~~recorded in our condensed consolidated balance sheet; however, the future minimum lease payments are~~ included in the ~~“Contractual Obligations” table below.~~contractual obligations for operating leases at March 31, 2022. Contractual obligations in the form of finance leases were $47.4 million at March 31, 2022, which includes both principal and interest components. See Note 5 to the ~~notes to our audited~~accompanying condensed consolidated financial statements ~~included~~ in ~~our Annual~~this Current Report on Form ~~10-K~~10-Q. The contractual finance lease obligation payments included here comprise both the principal and interest components. Purchase obligations at March 31, 2022 were $273.2 million, including commitments of $271.3 million for capital expenditures. As of March 31, 2022, the ~~year ended December~~revolving line of credit had no outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements, and the outstanding available line of credit. As of March 31, ~~2016 for additional information.~~ 2022 the Company had total outstanding letters of credit of $33.8 million and $74.1 million in surety bonds. Additionally, the Company had $268.0 million available under its revolving credit facility, subject to existing debt covenants at March 31, 2022.

In addition to ~~the~~any principal amounts disclosed, ~~in the tables below,~~ the Company has interest obligations of approximately ~~$1.2~~$2.6 million for the remainder of ~~2017 and decreasing for each year thereafter~~2022, based on borrowings and commitments outstanding at ~~September 30, 2017.~~March 31, 2022.

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

Payments due by year

2017

2018

2019

2020

2021

Thereafter

Total

Contractual cash obligations:

Long-term debt obligations:

Revolving line of credit (1)

$
—

$
—

$
—

$
34.5

$
—

$
—

$
34.5

Long-term debt (1)

3.6

—

—

—

—

—

3.6

Leases:

Capital Leases (1)

4.0

16.0

16.0

16.0

16.6

29.4

98.0

Operating leases

4.6

17.6

14.8

11.6

9.4

33.2

91.2

Purchase obligations (2)

19.1

9.8

—

—

—

—

28.9

Total contractual obligations

$
31.3

$
43.4

$
30.8

$
62.1

$
26.0

$
62.6

$
256.2

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

The Company has accrued approximately ~~$1.0~~$3.0 million for uncertain tax positions and ~~$0.1~~$0.4 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.

March 31, 2022. At ~~September 30, 2017,~~March 31, 2022, the Company has ~~$73.5~~accrued $110.7 million infor claims and 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.

~~The Company makes estimates and assumptions in preparing~~There have been no significant changes to 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 operationsapplication of the ~~Company include:~~

~~These~~critical accounting policies and ~~others are described~~estimates contained in ~~further detail in~~our Form 10-K at December 31, 2021. The reader should refer to the ~~notes~~Notes to our ~~audited consolidated financial statements included~~Consolidated Financial Statements in ~~the Company’s~~our 2021 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 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.estimates.

The Company is exposed to a variety of market risks including the effects of interest rates and fuel prices. The detail of the Company’s debt structure is more fully described in the ~~notes~~Notes to ~~the consolidated financial statements~~Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021. 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.

The following table provides information about the Company’s third-party financial instruments as of ~~September 30, 2017.~~March 31, 2022. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of the ~~variable and~~ fixed rate debt (in millions) was estimated based upon ~~levels one and~~level two in the fair value ~~hierarchy, respectively.~~hierarchy. The fair value of ~~the Senior Notes is based on undiscounted cash flows at market interest rates for similar issuances of private debt. The fair value of capital~~finance leases is based on current market interest rates for similar types of financial instruments.

	Expected maturity date																		2017				Expected maturity date																		2022
	2017			2018			2019			2020			2021			Thereafter			Total		Fair Value		2022			2023			2024			2025			2026			Thereafter			Total		Fair Value
Fixed rate debt	$	6.9		$	13.6		$	14.0		$	14.4		$	15.5		$	28.3		$	92.7	$	92.4	$	14.0		$	14.5		$	10.2		$	5.3		$	0.9		$	-		$	44.9	$	44.8
Average interest rate		3.2	%		3.0	%		3.0	%		3.0	%		3.0	%		3.0	%						3.6	%		3.6	%		3.6	%		3.6	%		3.6	%		3.6	%
Variable rate debt	$	—		$	—		$	—		$	34.5		$	—		$	—		$	34.5	$	34.5
Average interest rate		—			—			—			2.5	%		—			—

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.

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.

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.

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~~ —Risk Factors are described in Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021, and there have been no material changes.

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, 2022 through
January 31, 2022		5,667	(2)	$	312.93	(2)		—	$	—
February 1, 2022 through
February 28, 2022		2,470	(3)	$	272.27	(3)		—		—
March 1, 2022 through
March 31, 2022		—	(4)	$	—	(4)		—		—
Total		8,137						—

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.

Delaware		48-1229851
(State of incorporation)		(I.R.S. Employer Identification No.)

11465 Johns Creek Parkway, Suite 400
Johns Creek, GA		30097
(Address of principal executive offices)		(Zip Code)

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

		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets ~~September 30, 2017~~as of March 31, 2022 and December 31, ~~2016~~2021	3

	Condensed Consolidated Statements of Operations for the ~~Quarters~~quarters ended March 31, 2022 and ~~Nine Months ended September 30, 2017 and 2016~~2021	4

	Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity for the ~~Nine Months~~quarters ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021	5

	~~Notes to~~ Condensed Consolidated ~~Financial~~ Statements of Cash Flows for the three months ended March 31, 2022 and 2021	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	1012

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	18

~~ITEM 4:~~	~~Controls and Procedures~~	19

~~PART II. OTHER INFORMATION~~

ITEM 1:4:	~~Legal Proceedings~~Controls and Procedures	20

~~ITEM 1A:~~			~~Risk Factors~~PART II. OTHER INFORMATION	20

ITEM 2:1:	~~Unregistered Sales of Equity Securities and Use of Proceeds~~Legal Proceedings	20

~~ITEM 3:~~	~~Defaults Upon Senior Securities~~	20

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

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

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

ITEM 1A:	~~Signature~~Risk Factors	21

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	21

ITEM 3:	Defaults Upon Senior Securities	21

ITEM 4:	Mine Safety Disclosures	21

ITEM 5:	Other Information	21

ITEM 6:	Exhibits	22

Signature		23

	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

Exhibit
Number		Description of Exhibit

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

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

3.3		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~~3.4		Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on December 20, 2010).

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

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

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

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

101		The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2022, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2022 and December 31, ~~2016~~2021 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, 2022 and ~~nine months ended September 30, 2017 and 2016~~2021 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2022 and 2021 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 (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, 2022, formatted in Inline XBRL (included as Exhibit 101).


(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

	September 30, 2017			December 31, 2016
Assets	(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	81		$	1,539
Accounts receivable, net		172,119			135,083
Prepaid expenses and other		28,399			29,857
Total current assets		200,599			166,479
Property and Equipment, at cost		1,260,856			1,101,946
Less-accumulated depreciation		538,065			497,827
Net property and equipment		722,791			604,119
Goodwill and Identifiable Intangibles, net		24,368			25,398
Other Noncurrent Assets		4,961			4,374
Total assets	$	952,719		$	800,370
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	63,742		$	45,149
Wages, vacation and employees’ benefits		44,140			31,700
Claims and insurance accruals		37,704			33,047
Other current liabilities		20,841			18,286
Current portion of long-term debt		17,072			16,762
Total current liabilities		183,499			144,944
Other Liabilities:
Long-term debt, less current portion		110,161			57,042
Deferred income taxes		90,064			80,199
Claims, insurance and other		37,242			35,107
Total other liabilities		237,467			172,348
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value, 50,000,000 shares authorized, 25,490,381 and 25,322,701 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		25			25
Additional paid-in-capital		243,382			237,846
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	)
Retained earnings		291,794			248,397
Total stockholders’ equity		531,753			483,078
Total liabilities and stockholders’ equity	$	952,719		$	800,370

	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

	Amount
2022	$	14,997
2023		15,409
2024		10,606
2025		5,453
2026		919
Thereafter		—
Total		47,384
Less: Amounts Representing Interest on Finance Leases		2,505
Total	$	44,879

	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

(1)	Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan ~~had no sales~~sold 22,590 shares of Saia stock at an average price of $310.07 during the period of ~~July~~January 1, ~~2017~~2022 through ~~July~~January 31, ~~2017.~~2022.
(3)	The Saia, Inc. Executive Capital Accumulation Plan ~~sold 37 shares~~had no sales of Saia stock ~~at an average price of $52.15 per share on the open market~~ during the period of ~~August~~February 1, ~~2017~~2022 through ~~August 31, 2017.~~February 28, 2022.
(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~~2022 through ~~September 30, 2017.~~March 31, 2022.

	SAIA, INC.

Date: ~~October 27, 2017~~May 2, 2022		/s/ ~~Frederick J. Holzgrefe, III~~Douglas L. Col
		~~Frederick J. Holzgrefe, III~~Douglas L. Col
		Executive Vice President and Chief Financial Officer
		~~Chief Financial Officer~~