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

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

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

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

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

There were ~~25,905,664~~26,148,831 shares of Common Stock outstanding at July ~~31, 2019~~

	June 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
Assets	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	503		$	2,194		$	29,280		$	248
Accounts receivable, net		227,046			181,612			205,131			196,119
Income tax receivable								1,150			8,288
Prepaid expenses and other		33,840			29,567			34,082			27,724
Total current assets		261,389			213,373			269,643			232,379
Property and Equipment, at cost		1,665,557			1,521,341			1,862,048			1,739,222
Less-accumulated depreciation		674,220			628,283
Less: accumulated depreciation								743,345			686,623
Net property and equipment		991,337			893,058			1,118,703			1,052,599
Operating Lease Right-of-Use Assets		71,765			—			122,401			103,890
Goodwill and Identifiable Intangibles, net		22,066			22,664			20,902			21,484
Other Noncurrent Assets		5,563			4,648			6,551			5,341
Total assets	$	1,352,120		$	1,133,743		$	1,538,200		$	1,415,693
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	77,521		$	78,994		$	81,516		$	83,621
Wages, vacation and employees’ benefits		47,095			48,116			55,355			49,668
Claims and insurance accruals		47,255			40,980			39,627			36,888
Other current liabilities		29,439			23,138			32,953			32,644
Current portion of long-term debt		18,959			18,082			19,727			19,405
Current portion of operating lease liability		16,921			—			18,916			19,020
Total current liabilities		237,190			209,310			248,094			241,246
Other Liabilities:
Long-term debt, less current portion		160,920			104,777			141,112			117,025
Operating lease liability, less current portion		55,960			—			104,958			86,239
Deferred income taxes		100,244			86,893			119,125			111,555
Claims, insurance and other		40,304			36,899			49,821			44,402
Total other liabilities		357,428			228,569			415,016			359,221
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, 25,905,664 and 25,693,651 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		26			26
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, 26,148,831 and 25,936,532 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively								26			26
Additional paid-in-capital		257,583			254,738			265,264			260,871
Deferred compensation trust, 148,066 and 143,614 shares of common stock at cost at June 30, 2019 and December 31, 2018, respectively		(3,920	)		(3,381	)
Deferred compensation trust, 154,977 and 143,987 shares of common stock at cost at June 30, 2020 and December 31, 2019, respectively								(4,965	)		(3,871	)
Retained earnings		503,813			444,481			614,765			558,200
Total stockholders’ equity		757,502			695,864			875,090			815,226
Total liabilities and stockholders’ equity	$	1,352,120		$	1,133,743		$	1,538,200		$	1,415,693

	Second Quarter						Six Months						Second Quarter						Six Months
	2019			2018			2019			2018			2020			2019			2020			2019
	(in thousands, except per share data)												(in thousands, except per share data)
Operating Revenue	$	464,195		$	428,732		$	874,779		$	821,537		$	418,114		$	464,195		$	864,510		$	874,779
Operating Expenses:
Salaries, wages and employees’ benefits		237,689			220,406			458,041			431,530
Salaries, wages and employees' benefits														224,277			237,689			462,922			458,041
Purchased transportation		34,154			34,113			62,572			64,029			26,406			34,154			56,465			62,572
Fuel, operating expenses and supplies		85,328			84,745			168,871			163,539			65,902			85,328			148,801			168,871
Operating taxes and licenses		13,529			12,794			26,731			24,944			13,743			13,529			28,139			26,731
Claims and insurance		13,156			9,910			22,686			20,101			18,293			13,156			28,714			22,686
Depreciation and amortization		29,143			25,241			55,925			48,271			33,664			29,143			66,254			55,925
Loss (gain) from property disposals, net		30			(42	)		156			(21	)		148			30			(1,242	)		156
Total operating expenses		413,029			387,167			794,982			752,393			382,433			413,029			790,053			794,982
Operating Income		51,166			41,565			79,797			69,144			35,681			51,166			74,457			79,797
Nonoperating Expenses (Income):
Interest expense		1,903			1,454			3,286			2,680			1,594			1,903			2,996			3,286
Other, net		(140	)		(142	)		(474	)		(245	)		(751	)		(140	)		(204	)		(474	)
Nonoperating expenses, net		1,763			1,312			2,812			2,435			843			1,763			2,792			2,812
Income Before Income Taxes		49,403			40,253			76,985			66,709			34,838			49,403			71,665			76,985
Income Tax Provision		12,330			9,972			17,653			15,303			6,384			12,330			15,100			17,653
Net Income	$	37,073		$	30,281		$	59,332		$	51,406		$	28,454		$	37,073		$	56,565		$	59,332

Weighted average common shares outstanding – basic		25,958			25,766			25,915			25,732			26,134			25,958			26,102			25,915
Weighted average common shares outstanding – diluted		26,406			26,354			26,373			26,326			26,569			26,406			26,543			26,373

Basic Earnings Per Share	$	1.43		$	1.18		$	2.29		$	2.00		$	1.09		$	1.43		$	2.17		$	2.29
Diluted Earnings Per Share	$	1.40		$	1.15		$	2.25		$	1.95		$	1.07		$	1.40		$	2.13		$	2.25

For the ~~three~~quarters and six months ended June 30, ~~2019~~2020 and ~~2018~~2019

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total			Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
BALANCE at December 31, 2018		25,693,651	$	26	$	254,738		$	(3,381	)	$	444,481	$	695,864
																(in thousands, except per share data)
BALANCE at December 31, 2019																	25,936,532	$	26	$	260,871		$	(3,871	)	$	558,200	$	815,226
Stock compensation, including options and long-term incentives		—		—		998			—			—		998			—		—		1,317			—			—		1,317
Director deferred share activity		45,075		—		—			—			—		—			—		—		—			—			—		—
Exercise of stock options less shares withheld for taxes		68,169		—		1,798			—			—		1,798			69,640		—		2,137			—			—		2,137
Shares issued for long-term incentive awards, net of shares withheld for taxes		83,281		—		(3,268	)		—			—		(3,268	)		57,176		—		(3,404	)		—			—		(3,404	)
Purchase of shares by Deferred Compensation Trust		—		—		309			(458	)		—		(149	)		—		—		1,146			(1,146	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		—			148			—		148			—		—		(59	)		59			—		—
Net income		—		—		—			—			22,259		22,259			—		—		—			—			28,111		28,111

BALANCE at March 31, 2019		25,890,176		26		254,575			(3,691	)		466,740		717,650
BALANCE at March 31, 2020																	26,063,348	$	26	$	262,008		$	(4,958	)	$	586,311	$	843,387

Stock compensation, including options and long-term incentives		—		—		1,342			—			—		1,342			—		—		1,640			—			—		1,640
Director deferred share activity		4,155		—		1,117			—			—		1,117			71,681		—		1,230			—			—		1,230
Exercise of stock options less shares withheld for taxes		10,832		—		356			—			—		356			12,800		—		454			—			—		454
Shares issued for long-term incentive awards, net of shares withheld for taxes		501		—		(36	)		—			—		(36	)		1,002		—		(75	)		—			—		(75	)
Purchase of shares by Deferred Compensation Trust		—		—		229			(229	)		—		—			—		—		128			(128	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		—			—			—		—			—		—		(121	)		121			—		—
Net income		—		—		—			—			37,073		37,073			—		—		—			—			28,454		28,454
BALANCE at June 30, 2019		25,905,664	$	26	$	257,583		$	(3,920	)	$	503,813	$	757,502

BALANCE at June 30, 2020																	26,148,831	$	26	$	265,264		$	(4,965	)	$	614,765	$	875,090

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total			Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
BALANCE at December 31, 2017		25,551,617	$	26	$	246,454		$	(3,486	)	$	339,500	$	582,494
																(in thousands, except per share data)
BALANCE at December 31, 2018																	25,693,651	$	26	$	254,738		$	(3,381	)	$	444,481	$	695,864
Stock compensation, including options and long-term incentives		—		—		1,058			—			—		1,058			—		—		998			—			—		998
Director deferred share activity		—		—		—			—			—		—			45,075		—		—			—			—		—
Exercise of stock options less shares withheld for taxes		97,370		—		4,018			—			—		4,018			68,169		—		1,798			—			—		1,798
Shares issued for long-term incentive awards, net of shares withheld for taxes		31,428		—		(1,302	)		—			—		(1,302	)		83,281		—		(3,268	)		—			—		(3,268	)
Purchase of shares by Deferred Compensation Trust		—		—		5			(295	)		—		(290	)		—		—		309			(458	)		—		(149	)
Sale of shares by Deferred Compensation Trust		—		—		—			291			—		291			—		—		—			148			—		148
Net income		—		—		—			—			21,125		21,125			—		—		—			—			22,259		22,259

BALANCE at March 31, 2018		25,680,415		26		250,233			(3,490	)		360,625		607,394
BALANCE at March 31, 2019																	25,890,176	$	26	$	254,575		$	(3,691	)	$	466,740	$	717,650
Stock compensation, including options and long-term incentives		—		—		1,061			—			—		1,061			—		—		1,342			—			—		1,342
Director deferred share activity		5,184		—		1,109			—			—		1,109			4,155		—		1,117			—			—		1,117
Exercise of stock options less shares withheld for taxes		6,333		—		147			—			—		147			10,832		—		356			—			—		356
Shares issued for long-term incentive awards, net of shares withheld for taxes		635		—		(18	)		—			—		(18	)		501		—		(36	)		—			—		(36	)
Purchase of shares by Deferred Compensation Trust		—		—		4			(156	)		—		(152	)		—		—		229			(229	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		—			152			—		152			—		—		—			—			—		—
Net income		—		—		—			—			30,281		30,281			—		—		—			—			37,073		37,073
BALANCE at June 30, 2018		25,692,567	$	26	$	252,536		$	(3,494	)	$	390,906	$	639,974

BALANCE at June 30, 2019																	25,905,664	$	26	$	257,583		$	(3,920	)	$	503,813	$	757,502

	Six Months						Six Months
	2019			2018			2020			2019
	(in thousands)						(in thousands)
Operating Activities:
Net income	$	59,332		$	51,406		$	56,565		$	59,332
Noncash items included in net income:
Depreciation and amortization		55,925			48,271			66,254			55,925
Deferred income taxes								7,570			—
Other, net		17,403			9,395			7,239			17,403
Changes in operating assets and liabilities, net		(19,086	)		3,046			10,605			(19,086	)
Net cash provided by operating activities		113,574			112,118			148,233			113,574
Investing Activities:
Acquisition of property and equipment		(166,434	)		(118,573	)		(148,865	)		(166,434	)
Proceeds from disposal of property and equipment		380			418			6,143			380
Net cash used in investing activities		(166,054	)		(118,155	)		(142,722	)		(166,054	)
Financing Activities:
Repayment of revolving credit agreement		(100,517	)		(92,475	)		(221,026	)		(100,517	)
Borrowing of revolving credit agreement		161,515			99,475			255,097			161,515
Proceeds from stock option exercises		2,154			4,165			2,591			2,154
Shares withheld for taxes		(3,304	)		(1,321	)		(3,479	)		(3,304	)
Debt issuance costs		(23	)		—			—			(23	)
Repayment of finance leases		(9,036	)		(7,338	)		(9,662	)		(9,036	)
Net cash provided by financing activities		50,789			2,506			23,521			50,789
Net Decrease in Cash and Cash Equivalents		(1,691	)		(3,531	)
Net Increase (Decrease) in Cash and Cash Equivalents								29,032			(1,691	)
Cash and cash equivalents, beginning of period		2,194			4,720			248			2,194
Cash and cash equivalents, end of period	$	503		$	1,189		$	29,280		$	503

Non Cash Investing Activities
Equipment financed with finance leases	$	5,058		$	22,422		$	—		$	5,058

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, ~~2018.~~2019. Operating results for the quarter and six months ended June 30, ~~2019~~2020 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2019.~~2020.

The Company provides regional and interregional less-than-truckload (LTL) services through a single integrated organization. While more than ~~97%~~97 percent of its revenue has been derived from transporting LTL shipments across 4244 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services 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, when collectability is considered probable.~~customers. The Company’s performance obligations arise when it receives a bill of lading (“BOL”) to transport a customer's commodities at negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received, 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.

The average transit time to complete a shipment is ~~typically between~~from 1 to 5 days. ~~Payments~~Billing for transportation services ~~are~~ normally ~~billed~~occurs after completion of the service and ~~are~~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 started but not completed at the reporting date is ~~allocated based~~recognized on ~~the relative~~actual transit ~~time~~status in each reporting ~~period, with the portion allocated for services subsequent to the reporting date considered remaining performance obligations.~~period.

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

~~Revenue~~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 ~~reported on a net basis. The portion of~~not recorded in the ~~gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue.~~Company’s revenues. Revenue from logistics services is recognized as the services are provided.

Remaining performance obligations represent the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unearned portion of billed and unbilled amounts for ~~cancellable~~ freight shipments in transit that the Company expects to recognize as revenue in the period subsequent to the reporting date, which is on average less than one week. The Company has elected to apply the optional exemption in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606 as it pertains to additional quantitative disclosures pertaining to remaining performance obligations.

Effective March 1, 2018, the Company entered into a new bodily injury and property damage liability policy with a three-year term. Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the new 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 ended March 1, 2021. Under the policy the Company may 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 are 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 has been extended for one additional year to March 1, 2022. As a result of the return premium and policy extension, the Company recognized a $0.4 million reduction in insurance premium expense in the second quarter of 2020. The Company will continue to recognize the remainder of the return premium as a reduction in insurance premium expense ratably over the remainder of the policy period now ending March 1, 2022. In addition, commencing on August 30, 2021, the Company may elect to commute the policy with 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 $15.6 million, based on the amount of claims paid and the insurer would be released from all liability under the policy ending March 1, 2022. 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 such period. Additionally, the Company may be required to pay an additional premium of up to $11.0 million if losses paid by the insurer are greater than $15.6 million over the three-year policy period ending March 1, 2022. Based on claims experience since inception of the policy, 0 such additional premium was accrued at June 30, 2020.

In ~~February~~ 2016, the FASB ~~established~~ ~~Topic 842, Leases, by issuing~~issued ASU No. ~~2016-02, which~~2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” Under this ASU an entity is required to utilize an “expected credit loss model” on certain financial instruments, including trade and financing receivables. This model requires ~~lessees~~consideration of a broader range of reasonable and supportable information and requires an entity to ~~recognize leases on~~estimate expected credit losses over the ~~balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01,~~ ~~Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10,~~ ~~Codification Improvements to Topic 842, Leases; and ASU No. 2018-11,~~ ~~Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on~~lifetime of the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

~~The new~~asset. This standard became effective for ~~the Company on January 1,~~interim and annual reporting periods beginning after December 15, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the ~~new~~ standard ~~using the~~ effective ~~date as its date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before~~ January 1, ~~2019.~~

~~The new~~2020 and upon adoption this standard provided a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not ~~elect the use-of-hindsight~~have a material impact on its consolidated financial statements or the practical expedient pertaining to land easements; the latter not being applicable to it. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition.related disclosures.

As of January 1, 2019, the Company recognized additional net lease assets and operating liabilities of approximately $77 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases. Additionally, per the requirements of the new standard for measurement of the ROU, approximately $3 million of deferred rent liability was reclassified as a contra account against the ROU asset. Substantially all of the balance came from the Claims, insurance and other section of the balance sheet reported at December 31, 2018.

The calculation of basic earnings per common share and diluted earnings per common share was as follows (in thousands, except per share amounts):

	Second Quarter				Six Months				Second Quarter				Six Months
	2019		2018		2019		2018		2020		2019		2020		2019
Numerator:
Net income	$	37,073	$	30,281	$	59,332	$	51,406	$	28,454	$	37,073	$	56,565	$	59,332
Denominator:
Denominator for basic earnings per share–weighted average common shares		25,958		25,766		25,915		25,732		26,134		25,958		26,102		25,915
Effect of dilutive stock options		107		167		116		170		77		107		87		116
Effect of other common stock equivalents		341		421		342		424		358		341		354		342
Denominator for diluted earnings per share–adjusted weighted average common shares		26,406		26,354		26,373		26,326		26,569		26,406		26,543		26,373

Basic Earnings Per Share	$	1.43	$	1.18	$	2.29	$	2.00	$	1.09	$	1.43	$	2.17	$	2.29

Diluted Earnings Per Share	$	1.40	$	1.15	$	2.25	$	1.95	$	1.07	$	1.40	$	2.13	$	2.25

For the quarter and six months ended June 30, ~~2019,~~2020, options and restricted stock for ~~113,251~~48,840 and 65,053 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter and six months ended June 30, ~~2018,~~2019, options and restricted stock for ~~45,150 and 61,233~~113,251 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 June 30, ~~2019.~~2020.

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 June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, 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 June 30, ~~2019~~2020 and December 31, ~~2018~~2019 was ~~$179.7~~$161.1 million and ~~$122.0~~$136.5 million, respectively, based upon levels one and two in the fair value hierarchy. The carrying value of the debt was ~~$179.9~~$160.8 million and ~~$122.9~~$136.4 million at June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

At June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, debt consisted of the following (in thousands):

	June 30, 2019		December 31, 2018		June 30, 2020		December 31, 2019
Credit Agreement with Banks, described below	$	80,998	$	20,000	$	80,000	$	45,929
Finance Leases, described below		98,881		102,859		80,839		90,501
Total debt		179,879		122,859		160,839		136,430
Less: current portion of long-term debt		18,959		18,082		19,727		19,405
Long-term debt, less current portion	$	160,920	$	104,777	$	141,112	$	117,025

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 with a group of banks to fund capital investments, letters of credit and working capital needs.

The Fifth Amended and Restated Credit Agreement dated March 6, 2015 (the Restated Credit Agreement) was a revolving credit facility for up to $250 million expiring in March 2020. The Restated Credit Agreement also had an accordion feature that allowed for an additional $75 million availability, subject to lender approval. The Restated Credit Agreement provided for a LIBOR rate margin range from 112.5 basis points to 225 basis points, base rate margins from minus 12.5 basis points to plus 50 basis points, an unused portion fee from 20 basis points to 30 basis points and letter of credit fees from 112.5 basis points to 225 basis points, in each case based on the Company’s leverage ratio. Under the Restated Credit Agreement, the Company was required to maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Restated Credit Agreement also provided for a pledge by the Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, to secure indebtedness under the Restated Credit Agreement.

On February 5, 2019, the Company entered into the Sixth Amended and Restated Credit Agreement with its banking group (as amended, the Amended Credit Agreement). The amendment increased the amount of the revolver from $250 million to $300 million and extended the term until February 2024. The Amended Credit Agreement also has an accordion feature that allows for an

additional $100 million availability, subject to ~~bank approval.~~certain conditions and availability of lender commitments. The amendment reduced the interest rate ~~pricing grid compared to the Restated Credit Agreement.~~pricing. The Amended Credit Agreement provides for a LIBOR rate margin range from 100 basis points to 200 basis points, base rate margins from minus 50 basis points to plus 50 basis points, an unused portion fee from 17.5 basis points to 30 basis points and letter of credit fees from 100 basis points to 200 basis points, in each case based on the Company’s leverage ratio. Under the Amended Credit Agreement, the Company must maintain a minimum debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio set at 3.25 to 1.00. The Amended Credit Agreement provides for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement. The Amended Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

At June 30, 2020, the Company had borrowings of $80.0 million and outstanding letters of credit of $28.0 million under the Amended Credit Agreement. At December 31, 2019, the Company had borrowings of ~~$81.0~~$45.9 million and outstanding letters of credit of $26.1 million under the Amended ~~Credit Agreement. At December 31, 2018, the Company had borrowings of $20.0 million and outstanding letters of credit of $27.7 million under the Restated~~ Credit Agreement. The available portion of the Amended Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed.

The Company is obligated under finance leases with seven-year terms covering revenue equipment totaling ~~$98.9~~$80.8 million and ~~$102.9~~$90.5 million as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of June 30, 2020 and December 31, 2019, approximately $105.7 million and $111.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively.The weighted average interest rates for the finance leases at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 were ~~3.4~~3.5 percent.

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

	Amount		Amount
2019	$	11,034
2020		22,068	$	11,115
2021		22,593		22,755
2022		20,857		21,019
2023		15,278		15,441
2024				90,677
Thereafter		97,530		6,313
Total		189,360		167,320
Less: Amounts Representing Interest on Finance Leases		9,481		6,481
Total	$	179,879	$	160,839

~~(6) Leases~~In March 2020, the World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The Company is considered an essential and critical business by the U.S. Department of Homeland Security’s Cyber and Infrastructure Security Agency (CISA) and will continue to operate under state of emergency and shelter in place orders issued in various jurisdictions across the country. With this being said, the Company has instituted a variety of actions and policies to help safeguard employees and customers from COVID-19. The Company has been in regular communication with all levels of employees to make sure that there are policies, resources, and infrastructure in place to not only protect employees, but be able to continue the Company’s very important role in supporting the nation’s supply chain.

The Company’s ~~leases include but are not limited to real estate, including terminals~~consolidated financial statements reflect estimates and ~~general office buildings, trailers, corporate fleet vehicles~~assumptions made by management that affect the reported amounts of assets and ~~other equipment. Leases with an initial term~~liabilities. The Company has considered the impact of ~~12 months or less are not recorded~~COVID-19 on the ~~consolidated balance sheet;~~assumptions and estimates used and determined that there were no material adverse impacts on the Company’s second quarter 2020 financial position. It is possible that these assumptions and estimates may materially change prior to December 31, 2020.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. The Company ~~recognizes lease expense for these leases on a straight-line basis over the lease term.~~

As of June 30, 2019, approximately $116.2 million of finance leased assets, net of depreciation, were included in Property and Equipment. Accumulated depreciation for these assets totaled $31.7 million asdoes not believe it will be able to take advantage of the ~~same period ended.~~

~~Supplemental cash flow and balance sheet information related to leases was as follows:~~

Asprovisions of ~~June 30, 2019, maturities of lease liabilities were as follows:~~

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for non-cancellable operating leases requiring minium annual rentals payable would have been as follows (in thousands):

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 ~~2018~~2019 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. 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. 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:

These factors and risks are described in Part II, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, 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.

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 our service geography into the Northeastern United States. ~~The~~While the Company’s business is labor intensive, capital intensive and service ~~sensitive. The Company looks~~sensitive, management continues to look for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). ~~Pricing~~Additionally, pricing initiatives have had a positive impact on yield and ~~profitability. The~~profitability and 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 improving customer experience, operational efficiencies and Company image.

In March 2020, the World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. We are considered an essential and critical business by the U.S. Department of Homeland Security’s Cyber and Infrastructure Security Agency (CISA) and will continue to operate under state of emergency and shelter in place orders issued in various jurisdictions across the country. Management has made a variety of efforts seeking to ensure the ongoing availability of Saia’s transportation services, while instituting a variety of actions and policies to help safeguard employees and customers from COVID-19, including limiting physical employee and customer contact, implementing enhanced cleaning and hygiene protocols at Saia’s facilities, and instituting telecommuting where possible. Through the date of this filing, as a result of these efforts, the Company has not experienced significant disruptions in the Company’s LTL network operations.

Beginning in the latter part of the first quarter of 2020, we experienced lower demand for our transportation services along with increased costs and other challenges related to COVID-19 that has adversely affected our business. We believe we have significant liquidity available to continue business operations during this volatile period. As discussed in the Financial Condition section, the Company has a revolving credit facility (including a $100 million accordion feature that is available, subject to certain conditions and lender commitments) and other sources of borrowing in place that provides liquidity of up to $300 million in addition to its regular cash inflows from operations. The Company was in compliance with the debt covenants under its debt agreements at June 30, 2020.

The Company began to see the impacts of COVID-19 on customer demand in late March and continued to see declines during the second quarter of 2020. The situation surrounding COVID-19 remains fluid and we believe the adverse impact on the Company increases the longer the virus affects the level of economic activity in the United States. In these circumstances, 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 will continue to adversely impact our business operations, financial condition, results of operations, liquidity and cash flows. See Part II, Item 1A - “Risk Factors” for further discussion concerning COVID-19.

The Company’s operating revenue ~~increased~~decreased by ~~8.3~~9.9 percent in the second quarter of ~~2019~~2020 compared to the same period in ~~2018.~~2019. The ~~increase~~decrease resulted primarily from ~~pricing actions and increased~~decreases in shipments and ~~fuel surcharges.~~tonnage due to the economic impact of COVID-19.

Consolidated operating income was $35.7 million for the second quarter of 2020 compared to $51.2 million for the second quarter of ~~2019 compared to $41.6 million for the second quarter of 2018.~~2019. In the second quarter of ~~2019,~~2020, LTL shipments were ~~up 3.6~~down 9.7 percent per workday and LTL tonnage was down ~~1.9~~8.9 percent per workday versus the prior year quarter. The decrease in shipments and tonnage was most significant in April with improvements in average shipments per day and monthly revenue in May and June. Diluted earnings per share were ~~$1.40~~$1.07 in the second quarter of ~~2019,~~2020, compared to diluted earnings per share of ~~$1.15~~$1.40 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 91.5 percent in the second quarter of 2020 compared to 89.0 percent in the second quarter of ~~2019 compared to 90.3 percent in the second quarter of 2018.~~2019.

The Company generated ~~$113.6~~$148.2 million in net cash provided by operating activities in the first six months of ~~2019~~2020 compared with ~~$112.1~~$113.6 million in the same period last year. The increase is primarily due to ~~improved operating income partially offset by~~a change in working capital ~~needs.~~compared to the same period last year. The Company’s net cash used in investing activities was ~~$166.1~~$142.7 million during the first six months of ~~2019~~2020 compared to ~~$118.2~~$166.1 million in the first six months of ~~2018,~~2019, primarily as a result of ~~the timing of~~decreased capital expenditures for revenue equipment and real estate in the first six months of ~~2019.~~2020. The Company’s net cash provided by financing activities was ~~$50.8~~$23.5 million in the first six months of ~~2019~~2020 compared to ~~$2.5~~$50.8 million net cash provided by financing activities during the same period last ~~year,~~ year. This change was primarily due to ~~increased~~reduced borrowing (net of repayments) ~~largely~~ to fund capital ~~expenditures.~~expenditures. The Company had ~~$81.0~~$80.0 million in outstanding borrowings under its revolving credit agreement, outstanding letters of credit of ~~$27.9~~$29.8 million and a ~~minimal~~ cash and cash equivalents balance of $29.3 million at June 30, ~~2019.~~2020. The Company also had ~~$98.9~~$80.8 million in obligations under finance leases at June 30, ~~2019.~~2020. At June 30, 2020, the Company had $192.0 million in availability under the revolving credit facility, subject to the Company’s satisfaction of existing debt covenants. 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 revolving credit agreement at June 30, ~~2019.~~2020.

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 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 less-than-truckload (LTL) services through a single integrated organization. While historically more than 97 percent of its revenue has been derived from transporting LTL shipments across 4244 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America.

Our business is highly correlated to non-service sectors of the general economy. Our business also is impacted by a number of other factors as discussed under “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
	2019			2018			'19 v. '18				2020			2019			'20 v. '19
	(in thousands, except ratios and revenue per hundredweight)										(in thousands, except ratios, workdays and revenue per hundredweight)
Operating Revenue	$	464,195		$	428,732			8.3		%	$	418,114		$	464,195			(9.9	)	%
Operating Expenses:
Salaries, wages and employees’ benefits		237,689			220,406			7.8				224,277			237,689			(5.6	)
Purchased transportation		34,154			34,113			0.1				26,406			34,154			(22.7	)
Depreciation and amortization		29,143			25,241			15.5				33,664			29,143			15.5
Fuel and other operating expenses		112,043			107,407			4.3				98,086			112,043			(12.5	)
Operating Income		51,166			41,565			23.1				35,681			51,166			(30.3	)
Operating Ratio		89.0	%		90.3	%		1.4				91.5	%		89.0	%		(2.8	)
Nonoperating Expense		1,763			1,312			34.4				843			1,763			(52.2	)

Working Capital (as of June 30, 2019 and 2018)		24,199			27,110
Working Capital (as of June 30, 2020 and 2019)												21,549			24,199
Cash Flows provided by Operating Activities (year to date)		113,574			112,118							148,233			113,574
Net Acquisitions of Property and Equipment (year to date)		166,054			118,155							142,722			166,054

Saia Motor Freight Operating Statistics:
Workdays												64			64			-
LTL Tonnage		1,254			1,278			(1.9	)			1,142			1,254			(8.9	)
LTL Shipments		1,933			1,866			3.6				1,745			1,933			(9.7	)
LTL Revenue per hundredweight	$	18.05		$	16.44			9.8			$	17.95		$	18.05			(0.6	)

Quarter and six months ended ~~ended~~ June 30, ~~2019~~2020 compared to ~~Quarter~~quarter and six months ended ~~ended~~ June 30, ~~2018~~2019

Consolidated revenue for the quarter ended June 30, ~~2019 increased 8.3~~2020 decreased 9.9 percent to ~~$464.2~~$418.1 million primarily as a result of ~~increased~~decreased shipments and ~~pricing actions partially offset~~tonnage, due to a downturn in business volumes across our network caused by ~~lower tonnage in~~ the ~~second quarter~~impact of ~~2019.~~COVID-19. Saia’s LTL revenue per hundredweight (a measure of yield) ~~increased 9.8~~decreased 0.6 percent to ~~$18.05~~$17.95 per hundredweight for the second quarter of ~~2019~~2020 as a result of ~~increased rates and~~ changes in business ~~mix.~~mix, in addition to a 27.6 percent decrease in fuel surcharge revenue due to lower fuel prices. For the second quarter of ~~2019,~~2020, Saia’s LTL tonnage decreased ~~1.9~~8.9 percent per workday to ~~1.3~~1.1 million tons, and LTL shipments ~~increased 3.6~~decreased 9.7 percent per workday to ~~1.9~~1.7 million shipments. For the second quarter of ~~2019,~~2020, 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 ~~May 21, 2018 and~~ February ~~18, 2019,~~3, 2020, Saia implemented a 5.9 percent general rate ~~increases.~~increase. 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 increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue decreased to 10.6 percent for the quarter ended June 30, 2020 compared to 13.2 percent for the quarter ended June 30, 2019, ~~compared~~as a result of decreases in the cost of fuel.

For the six months endedJune 30, 2020, operating revenues were $864.5 million, down 1.2 percent from $874.8 million for the six months ended June 30, 2019, primarily due to ~~13.8~~decreased volumes as a result of the COVID-19 economic impact. Fuel surcharge revenue as a percentage of operating revenue decreased to 11.8 percent for the ~~quarter~~six months endedJune 30, ~~2018,~~2020, compared to 13.0 percent for the six months endedJune 30, 2019, as a result of decreases in the cost of fuel.

For the six months ended June 30, 2019, operating revenues were $874.8 million, up 6.5 percent from $821.5 million for the six months ended June 30, 2018, primarily due to pricing actions and increased shipments. Fuel surcharge revenue as a percentage of operating revenue decreased to 13.0 percent for the six months ended June 30, 2019, compared to 13.4 percent for the six months ended June 30, 2018, as a result of decreases in the cost of fuel.

Consolidated operating income was ~~$51.2~~$35.7 million in the second quarter of ~~2019~~2020 compared to ~~$41.6~~$51.2 million in the prior year quarter. Overall, the operations were ~~favorably~~negatively impacted in the second quarter of ~~2019~~2020 by ~~pricing actions and higher~~the economic impact of the COVID-19 pandemic which caused lower shipments and ~~fuel surcharges, which were~~tonnage, partially offset by corresponding reductions in fuel and operating expenses, a decrease in salary and wage ~~increases, increased depreciation~~ expense, and ~~costs associated with the Company’s geographic expansion.~~a decrease in purchased transportation expense. The second quarter of ~~2019~~2020 operating ratio (operating expenses divided by operating revenue) was ~~89.0~~91.5 percent compared to ~~90.3~~89.0 percent for the same period in ~~2018.~~2019.

Salaries, wages and benefits ~~increased $17.3~~decreased $13.4 million in the second quarter of ~~2019~~2020 compared to the second quarter of ~~2018~~2019 largely due to ~~higher wages associated with increased~~lower headcount in the second quarter of ~~2019, a wage increase~~2020 in ~~July 2018 and higher healthcare benefit costs.~~response to impacts from the COVID-19 pandemic. Fuel, operating expenses and supplies ~~increased $0.6~~decreased $19.4 million in the second quarter of ~~2019~~2020 compared to the prior year quarter largely due to ~~increases~~decreases in ~~other operating expenses and supplies, including increased expenses related to~~fuel expense during the ~~geographic expansion,~~quarter, partially offset by ~~improved fuel efficiency resulting from a newer fleet.~~an increase in building rent expense. During the second quarter of ~~2019,~~2020, claims and insurance expense was ~~$3.2~~$5.1 million higher than the second quarter of ~~2018~~2019 primarily due to increased severity of ~~claims.~~claims, an increase in total claims and higher cost of insurance, partially offset by the benefit from the commutation of the bodily injury and property damage liability policy. Purchased transportation ~~was consistent~~decreased $7.7 million in the second quarter of ~~2019~~2020 compared to the second quarter of ~~2018~~2019 primarily due to ~~shipment increases offset by higher utilization of existing fleet capacity to maintain service requirements~~overall volume decreases during the second quarter of ~~2019.~~2020 as a result of the economic impact of COVID-19.

For the six months ended June 30, ~~2019,~~2020, consolidated operating income was ~~$79.8~~$74.5 million, ~~up 15.4~~down 6.7 percent compared to ~~$69.1~~$79.8 million for the six months ended June 30, ~~2018.~~2019. This decrease was largely due to the economic impact of COVID-19 in the second quarter of 2020.

Salaries, wages and benefits increased ~~$26.5~~$4.9 million during the first six months of ~~2019~~2020 compared to the same period last year largely due to higher wages ~~associated with increased headcount~~ in the first six months of ~~2019,~~2020, a wage increase in July ~~2018~~2019 and higher healthcare benefit costs. Fuel, operating expenses and supplies ~~increased $5.3~~decreased $20.1 million during the first six months of ~~2019~~2020 compared to the same period last year largely due to ~~increases~~decreases in fuel expenses and other operating expenses and supplies, ~~including increased expenses related to the geographic expansion,~~ partially offset by ~~improved fuel efficiency resulting from a newer fleet.~~an increase in building rent expense compared to the first six months of 2019. During the first six months of ~~2019,~~2020, claims and insurance expense was ~~$2.6~~$6.0 million higher than the same period last year primarily due to increased severity of ~~claims.~~claims, an increase in total claims and higher cost of insurance, partially offset by the benefit from the commutation of the bodily injury and property damage liability policy. Purchased transportation decreased ~~$1.5~~$6.1 million for the first six months of ~~2019~~2020 compared to the same period last year primarily due to ~~shipment increases offset by higher utilization of existing fleet capacity to maintain service requirements~~overall volume decreases during the first six months of ~~2019.~~2020 as a result of the economic impact of COVID-19.

Substantially all non-operating expenses represent interest expense. Interest expense in the second quarter of ~~2019~~2020 was ~~$0.4 million higher~~lower than the second quarter of ~~2018~~2019 due to ~~increased~~decreased average interest rates and decreased borrowings in the second quarter of ~~2019.~~ 2020. Interest expense in the first six months of ~~2019~~2020 was ~~$0.6~~$0.3 million ~~higher~~lower than the first six months of ~~2018~~2019 due to ~~increased~~decreased average interest rates and ~~increased~~decreased average borrowings in the first six months of ~~2019.~~2020.

The effective tax rate was ~~25.0~~18.3 percent and ~~24.8~~25.0 percent for the quarters ended June 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~increase~~decrease in the second quarter tax rate in ~~2019~~2020 is primarily a result of ~~decreased~~increased excess tax benefits related to stock activity. For the six months ended June 30, 2020 and June 30, 2019, ~~and June 30, 2018,~~ the effective tax ~~rate was~~rates were 21.1 percent and 22.9 ~~percent.~~percent, respectively.

Net income was $28.5 million, or $1.07 per diluted share, in the second quarter of 2020 compared to net income of $37.1 million, or $1.40 per diluted share, in the second quarter of ~~2019~~2019. Net income was $56.6 million, or $2.13 per diluted share, for the first six months of 2020 compared to net income of ~~$30.3 million, or $1.15 per diluted share, in the second quarter of 2018. Net income was~~ $59.3 million, or $2.25 per diluted share, for the first six months of 2019 ~~compared to net income of $51.4 million, or $1.95 per diluted share, for the first six months of 2018.~~.

Working capital at June 30, ~~2019~~2020 was ~~$24.2~~$21.5 million, which decreased from working capital at June 30, ~~2018~~2019 of ~~$27.1~~$24.2 million.

Current assets at June 30, ~~2019~~2020 increased by ~~$28.7~~$8.3 million as compared to June 30, ~~2018~~2019 and includes ~~an increase~~a decrease in accounts receivable of ~~$26.4~~$21.9 million, and an increase of cash and cash equivalents of $28.8 million. Current liabilities increased by ~~$31.6~~$10.9 million at June 30, ~~2019~~2020 compared to June 30, ~~2018~~2019 largely due to ~~the addition of operating lease liabilities as a result of the adoption of ASU 2016-02 on January 1, 2019 and increases~~an increase in ~~accrued taxes, accrued~~ wages, vacation and ~~employee benefits and claims and insurance accruals.~~employees’ benefits. Cash flows provided by operating activities were $148.2 million for the six months ended June 30, 2020 versus $113.6 million for the six months ended June 30, ~~2019 versus $112.1 million for~~2019. The increase is primarily due to a change in working capital compared to the ~~six months ended June 30, 2018.~~same period last year. For the six months ended June 30, ~~2019,~~2020, net cash used in investing activities was ~~$166.1~~$142.7 million versus ~~$118.2~~$166.1 million in the same period last year, a ~~$47.9~~$23.4 million ~~increase.~~decrease. This ~~increase~~decrease resulted primarily from ~~increased acquisitions of~~decreased capital expenditures for revenue equipment ~~technology~~ and real estate. The Company currently ~~plans~~expects that net capital expenditures in ~~2019~~2020 will be less than the $250 million previously planned as a result of ~~approximately $275~~management continuing to ~~$300 million.~~evaluate the impact of COVID-19. For the six months ended June 30, ~~2019,~~2020, net cash provided by financing activities was ~~$50.8~~$23.5 million compared to ~~$2.5~~$50.8 million net cash provided by financing activities during the same period last year, as a result of ~~increased borrowing~~reduced borrowings (net of repayments) ~~on the revolving credit agreement~~ to fund capital ~~expenditures.~~expenditures.

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~~Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations, financial performance and financial condition, as well as its 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 costs and improve ~~productivity. We focus~~productivity while also focusing on providing top quality service and improving safety performance. On February ~~18, 2019,~~3, 2020, Saia implemented a 5.9 percent general rate increase 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.”

The Company ~~currently expects~~anticipates there will be no salary or wage increases in 2020. Effective in April 2020, the ~~effective tax rate~~Company temporarily suspended its 401(k) match and temporarily furloughed certain employees in response to COVID-19’s impact on the Company’s operations. On April 1, 2020, we offered all hourly full-time workers an additional five days of paid time off and offered one additional paid day off for ~~2019~~our part-time workers in light of COVID-19. This action was an effort to beprovide employees time off for health issues or those of family and friends. We believe this action will result in approximately ~~23.5 percent. The effective tax rate may vary from~~$10 million of additional benefit costs for the year. In July 2020, the Company paid virtually all employees a $250 bonus to compensate for working through the difficult conditions created by the pandemic, which costs approximately $2.6 million and is included in the second quarter to quarter due to unusual or infrequently occurring discrete items, the resolution of income tax audits, changes in tax laws, including alternative fuel tax credits, or the tax impact from employee share-based payments.

2020 results. Effective July 2019, 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 ~~$21~~$32 million annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

If the Company ~~builds~~continues to build market share, including through its geographic expansion, it expects numerous operating leverage cost benefits. Conversely, ~~should~~throughout the ~~economy soften from present levels,~~duration of the COVID-19 pandemic and the period of economic disruption, the Company plans to match resources and capacity to shifting volume levels to lessen any unfavorable operating leverage. Additionally, the Company’s renewal of insurance policies effective March 1, 2020 resulted in $6.2 million of anticipated cost increases for 2020 compared to 2019. The success of cost improvement initiatives is ~~also~~ impacted by the cost and availability of drivers and purchased transportation, fuel, self-insurance claims and insurance expense, regulatory changes, successful expansion of our service geography into 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 February 2016, the FASB established~~ ~~Topic 842, Leases~~, by issuing ASU No. 2016-02, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, ~~Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10,~~ ~~Codification Improvements to Topic 842, Leases; and ASU No. 2018-11,~~ ~~Targeted Improvements~~. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with the classification affecting the pattern and classification of expense recognition in the income statement.

The new standard became effective for the Company on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard using the effective date as its date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019.

The new standard provided a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition.

As of January 1, 2019, the Company recognized additional net lease assets and operating liabilities of approximately $77 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases. Per the requirements of the new standard for measurement of the ROU, approximately $3 million of deferred rent liability was reclassified as a contra account against the ROU asset. Substantially all of the balance came from the Claims, insurance and other section of the balance sheet reported at December 31, 2018.

Prior to February 5, 2019, the Company was party to a Restated Credit Agreement with a group of banks that included a revolving credit facility for up to $250 million expiring in March 2020. The Restated Credit Agreement also had an accordion feature that allowed for an additional $75 million availability, subject to lender approval. The Restated Credit Agreement provided for a LIBOR rate margin range from 112.5 basis points to 225 basis points, base rate margins from minus 12.5 basis points to plus 50 basis points, an unused portion fee from 20 basis points to 30 basis points and letter of credit fees from 112.5 basis points to 225 basis points, in each case based on the Company’s leverage ratio. Under the Restated Credit Agreement, the Company was required to maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Restated Credit Agreement also provided for a pledge by the Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, to secure indebtedness under the Restated Credit Agreement.

additional $100 million availability, subject to ~~bank approval.~~certain conditions and availability of lender commitments. The amendment reduced the interest rate pricing grid compared to the ~~Restated Credit Agreement.~~prior agreement. The Amended Credit Agreement provides for a LIBOR rate margin range from 100 basis points to 200 basis points, base rate margins from minus 50 basis points to plus 50 basis points, an unused portion fee from 17.5 basis points to 30 basis points and letter of credit fees from 100 basis points to 200 basis points, in each case based on the Company’s leverage ratio. Under the Amended Credit Agreement, the Company must maintain a minimum debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio set at 3.25 to 1.00. The Amended Credit Agreement provides for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement. The Amended Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

The Company is obligated under finance leases with seven-year terms covering revenue equipment totaling ~~$98.9~~$80.8 million and ~~$102.9~~$90.5 million as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at June 30, ~~2019~~2020 and December 31, ~~2018~~2019 were ~~3.4~~3.5 percent.

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 ~~$256.4~~$272.9 million for the year ended December 31, ~~2018,~~2019, while net cash used in investing activities was ~~$222.6~~$281.0 million. Cash flows provided by operating activities were ~~$113.6~~$148.2 million for the six months ended June 30, ~~2019, $1.5~~2020, $34.6 million higher than the first six months of the prior year. The increase is primarily due to ~~improved operating income partially offset by~~a change in working capital ~~needs.~~compared to the 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 Amended Credit Agreement. At June 30, ~~2019,~~2020, the Company had ~~$192.9~~$192.0 million in availability under the Amended Credit Agreement, subject to the Company’s satisfaction of existing debt covenants. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals. The Company was in compliance with its debt covenants at June 30, ~~2019.~~2020.

Effective March 1, 2018, the Company entered into a new bodily injury and property damage liability policy with a three-year term. ~~The~~Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the new 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 ended March 1, 2021. Under the policy the Company may 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 are less than $5.2 million. In ~~the event~~August 2019, the Company ~~elects~~elected to commute the policy for such ~~period, it will be entitled to~~period. As a result, the Company received a return of ~~a portion~~$5.2 million of the premium paid ~~up to $5.2 million,~~(the maximum return premium available), based on the amount of claims paid and the insurer ~~will be~~was released from all liability in connection with claims occurring in such 12-month period. ~~As a result, if~~The Company is now self-insured for the ~~Company elects to commute the policy as to such period, the Company will be self-insured for~~first $10 million per occurrence with respect to such 12-month ~~period.~~period and the policy has been extended for one additional year to March 1, 2022. As a result of the return premium and policy extension, the Company recognized a $0.4 million reduction in insurance premium expense in the second quarter of 2020. The ~~decision whether~~Company will continue to ~~commute~~recognize the ~~first 12 months~~remainder of the return premium as a reduction in insurance premium expense ratably over the remainder of the policy ~~could not be made before~~period now ending March 1, ~~2019 and must be made prior to~~2022. In addition, commencing on August ~~2019, unless the insurer agrees to extend such date. In addition,~~30, 2021 the Company may elect to commute the policy with respect to the insurer’s entire liability under the policy ~~commencing on August 30, 2021~~ in which case the Company ~~will~~would be entitled to a return of a portion of the premium paid, up to $15.6 million, based on the amount of claims paid and the insurer ~~will~~would be released from all liability under the ~~policy.~~policy ending March 1, 2022. As a result, if the Company elects to commute the policy as to the entire policy term, the Company ~~will~~would be self-insured ~~up to~~for $10 million per occurrence for such period. Additionally, the Company may be required to pay an additional premium of up to $11.0 million if losses paid ~~losses~~by the insurer are greater than $15.6 million over the three-year policy ~~period.~~period ending March 1, 2022. Based on claims experience since inception of the policy, no such additional premium was accrued at June 30, ~~2019. The Company has not made a decision whether to commute the first 12 months of the policy. As such, no related amounts were recorded at June 30, 2019.~~2020.

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 ~~2019~~2020 are ~~$275~~expected to ~~$300~~be less than the $250 million ~~inclusive~~previously planned as a result of ~~equipment acquired using finance leases.~~management continuing to evaluate the impact of COVID-19. This ~~represents an increase of approximately $23 million to $48 million~~would represent a decrease from ~~2018~~2019 net capital expenditures of ~~$252~~$287 million for property and equipment, inclusive of equipment acquired using finance leases, information technology, and land and structures. Projected ~~2019~~2020 capital expenditures include a normal replacement cycle of revenue equipment and technology investment for our operations. ~~In addition, the Company is adding revenue equipment and real estate investments to support our growth initiatives.~~ Net capital expenditures were ~~$171.1~~$142.7 million in the first six months of ~~2019, inclusive of equipment acquired using finance leases.~~2020. Approximately ~~$77.8~~$40.9 million of the ~~2019~~2020 remaining capital budget was committed as of June 30, ~~2019.~~2020.

In addition to the principal amounts disclosed in the tables below, the Company has interest obligations of approximately ~~$3.6~~$4.3 million for the remainder of ~~2019~~2020 and decreasing for each year thereafter based on borrowings and commitments outstanding at June 30, ~~2019.~~2020.

The following tables set forth a summary of our contractual cash obligations and other commercial commitments as of June 30, ~~2019~~2020 (in millions):

	Payments due by year														Payments due by year
	2019		2020		2021		2022		2023		Thereafter		Total		2020		2021		2022		2023		2024		Thereafter		Total
Contractual cash obligations:
Long-term debt obligations:
Revolving line of credit (1)	$	—	$	—	$	—	$	—	$	—	$	81.0	$	81.0	$	—	$	—	$	—	$	—	$	80.0	$	—	$	80.0
Leases:
Finance Leases (1)		11.0		22.1		22.6		20.9		15.3		16.5		108.4		11.1		22.8		21.0		15.4		10.7		6.3		87.3
Operating leases ~~(2)~~		11.6		18.8		15.7		12.5		8.9		23.5		91.0		20.8		25.5		22.5		19.2		16.1		54.2		158.3
Purchase obligations ~~(3)~~(2)		78.7		—		—		—		—		—		78.7		41.6		—		—		—		—		—		41.6
Total contractual obligations	$	101.3	$	40.9	$	38.3	$	33.4	$	24.2	$	121.0	$	359.1	$	73.5	$	48.3	$	43.5	$	34.6	$	106.8	$	60.5	$	367.2

	Amount of commitment expiration by year														Amount of commitment expiration by year
	2019		2020		2021		2022		2023		Thereafter		Total		2020		2021		2022		2023		2024		Thereafter		Total
Other commercial commitments:
Available line of credit (1)	$	—	$	—	$	—	$	—	$	—	$	192.9	$	192.9	$	—	$	—	$	—	$	—	$	192.0	$	—	$	192.0
Letters of credit		—		27.9		—		—		—		—		27.9		—		29.8		—		—		—		—		29.8
Surety bonds		4.8		44.4		—		—		—		—		49.2		0.8		58.5		—		—		—		—		59.3
Total commercial commitments	$	4.8	$	72.3	$	—	$	—	$	—	$	192.9	$	270.0	$	0.8	$	88.3	$	—	$	—	$	192.0	$	—	$	281.1

The Company has accrued approximately ~~$1.0~~$1.1 million for uncertain tax positions and ~~$0.2~~$0.1 million for interest and penalties related to the uncertain tax positions as of June 30, ~~2019.~~2020. The Company cannot reasonably estimate the timing of cash settlements with respective taxing authorities beyond one year and accordingly has not included the amounts within the above contractual cash obligations and other commercial commitment tables.

At June 30, ~~2019,~~2020, the Company has ~~$86.4~~$88.3 million in claims and insurance liabilities. The Company cannot reasonably estimate the timing of cash settlements 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 the condensed consolidated financial statements that affect reported amounts and disclosures therein. In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of the Company include:

Revenue is recognized in a systematic process whereby estimates of shipments in transit are based upon actual shipments picked up, ~~scheduled~~ day of delivery and current ~~trend in average~~ rates charged to customers. Since the cycle for pickup and delivery of shipments is generally 1-5 days, typically less than 5 percent of a total month’s revenue is in transit at the end of any month. Estimates for credit losses and billing adjustments are based upon historical experience of credit losses, adjustments processed and trends of collections. Billing adjustments are primarily made for discounts and billing corrections. These estimates are

continuously evaluated and updated; however, changes in economic conditions, pricing arrangements and other factors can significantly impact these estimates.

These accounting policies and others are described in further detail in the ~~notes~~Notes to ~~our audited consolidated financial statements~~Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to adopt 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.

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, ~~2018.~~2019. 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 June 30, ~~2019.~~2020. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of the variable and fixed rate debt (in millions) was estimated based upon levels one and two in the fair value hierarchy, respectively. The fair value of finance leases is based on current market interest rates for similar types of financial instruments.

	Expected maturity date																		2019				Expected maturity date																		2020
	2019			2020			2021			2022			2023			Thereafter			Total		Fair Value		2020			2021			2022			2023			2024			Thereafter			Total		Fair Value
Fixed rate debt	$	9.4		$	19.3		$	20.5		$	19.4		$	14.4		$	15.9		$	98.9	$	98.2	$	9.8		$	20.6		$	19.5		$	14.5		$	10.2		$	6.2		$	80.8	$	81.1
Average interest rate		3.4	%		3.4	%		3.4	%		3.4	%		3.4	%		3.4	%						3.5	%		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%
Variable rate debt	$	—		$	—		$	—		$	—		$	—		$	81.0		$	81.0	$	81.0	$	—		$	—		$	—		$	—		$	80.0		$	—		$	80.0	$	80.0
Average interest rate		—			—			—			—			—			3.6	%						—			—			—			—			1.7	%		—

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, ~~2018~~2019, as supplemented by the risk factor set forth below. The following is an amended and ~~there~~restated version of a risk factor included in Item 1A. “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

The global COVID-19 pandemic is having an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in businesses and industries that we serve. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely impact our business operations, financial condition, results of operations, liquidity and cash flows.

Our operations and financial performance have been ~~no material changes.~~negatively impacted by the COVID-19 pandemic that has caused, and is expected to continue to cause, the global slowdown of economic activity (including the decrease in demand for a broad variety of goods and services), disruptions in global supply chains and significant volatility and disruption of financial markets. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations, financial performance and financial condition, as well as its impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our operations, financial performance and financial condition depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel, quarantines, shelter in place orders and workforce pressures); pricing pressures brought about by actions of competitors; the impact of the pandemic and actions taken in response on global, national and regional economies, travel, and economic activity; general economic uncertainty in key global, national and regional markets and financial market volatility; global economic conditions and levels of economic activity, including the effects of a recession, depression or other significant economic downturn; and the timing and pace of recovery when the COVID-19 pandemic subsides.

The COVID-19 pandemic has subjected our operations, financial performance and financial condition to a number of risks, including, but not limited to those discussed below:

As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also have the effect of heightening many of the other risks described in the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2019. In particular, see the risk factors regarding “General Economic Conditions,” “Highly Competitive Industry,” “Significant Ongoing Cash Requirements,” “Credit and Debt Agreements,” “Disruptions in Credit Markets,” “Creditworthiness of Our Customers” and “Market Value of Our Common Stock.” Further, the COVID-19 pandemic may also affect our operating and financial results and financial condition in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results or financial condition.

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

April 1, 2019 through

April 30, 2019

—

(2)

$
—

(2)

—

$
—

May 1, 2019 through

May 31, 2019

3,530

(3)

$
64.84

(3)

—

—

June 1, 2019 through

June 30, 2019

—

(4)

$
—

(4)

—

—

Total

3,530

—

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
April 1, 2020 through
April 30, 2020		1,860	(2)	$	68.81	(2)		—	$	—
May 1, 2020 through
May 31, 2020		—	(3)	$	—	(3)		—		—
June 1, 2020 through
June 30, 2020		—	(4)	$	—	(4)		—		—
Total		1,860						—

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)

		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3

	Condensed Consolidated Statements of Operations for the quarters and six months ended June 30, ~~2019~~2020 and ~~2018~~2019	4

	Condensed Consolidated Statements of Stockholders’ Equity for the ~~three~~quarters and six months ended June 30, ~~2019~~2020 and ~~2018~~2019	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2019~~2020 and ~~2018~~2019	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	1312

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	2120

ITEM 4:	Controls and Procedures	21

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	2322

ITEM 1A:	Risk Factors	2322

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	23

ITEM 3:	Defaults Upon Senior Securities	23

ITEM 4:	Mine Safety Disclosures	23

ITEM 5:	Other Information	23

ITEM 6:	Exhibits	24

Signature		25

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Lease Cost	(in thousands)

Finance Lease Cost:
Amortization of right-of-use assets	$	2,875	$	5,645
Interest on lease liabilities		987		1,787
Operating lease cost (includes variable and sublease costs as they are immaterial)		5,180		10,488
Short-term lease cost		1,473		2,453
Total lease cost	$	10,515	$	20,373

Other Information
Right-of-use assets obtained in exchange for new finance lease liabilities		5,058		5,058
Right-of-use assets obtained in exchange for new operating lease liabilities		2,248		5,266

	~~Six Months Ended~~
	~~June 30, 2019~~
	~~(in thousands)~~
~~Cash paid for amounts included in the measurement of lease liabilities~~
~~Operating cash flows from finance leases~~		~~1,787~~
~~Operating cash flows from operating leases~~		~~11,019~~
~~Finance cash flows from finance leases~~		~~9,036~~
~~Weighted-average remaining lease term - finance leases (years)~~		~~4.5~~
~~Weighted-average remaining lease term - operating leases (years)~~		~~5.9~~
~~Weighted-average discount rate - finance leases~~		~~3.4~~	%
~~Weighted-average discount rate - operating leases~~		~~4.7~~	%

Maturity of Lease Liabilities (in thousands)	Operating Leases		Finance Leases
2019	$	11,540	$	11,034
2020		18,827		22,068
2021		15,669		22,593
2022		12,450		20,857
2023		8,930		15,278
Thereafter		23,451		16,532
Total lease payments		90,867		108,362
Less: Interest		17,986		9,481
Present value of lease liabilities	$	72,881	$	98,881


(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

	Amount
2019	$	21,285
2020		16,978
2021		14,159
2022		11,482
2023		8,215
Thereafter		22,531
Total	$	94,650

(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 2,970 shares of Saia stock at an average price of $86.97 during the period of April 1, ~~2019~~2020 through April 30, ~~2019.~~2020.
(3)	The Saia, Inc. Executive Capital Accumulation Plan ~~had no sales~~sold 810 shares of Saia ~~Stock~~stock at an average price of $110.53 during the period of May 1, ~~2019~~2020 through May 31, ~~2019.~~2020.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of June 1, ~~2019~~2020 through June 30, ~~2019.~~2020.

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		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		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).

~~10.1~~		Executive Severance Agreement between Robert S. Chambers, and Saia, Inc. dated as of May 6, 2019 (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on May 6, 2019).

~~10.2~~		Severance Agreement between Robert S. Chambers, and Saia, Inc. dated as of May 6, 2019 (incorporated herein by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on May 6, 2019).

~~10.3~~		Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan between Robert S. Chambers, and Saia, Inc. dated as of May 6, 2019 (incorporated herein by reference to Exhibit 10.3 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on May 6, 2019).

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 June 30, ~~2019,~~2020, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the ~~three~~quarters and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2019~~2020 and ~~2018~~2019 (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104		The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL (included as Exhibit 101).

	SAIA, INC.

Date: July ~~31, 2019~~29, 2020		/s/ ~~Frederick J. Holzgrefe, III~~Douglas L. Col
		~~Frederick J. Holzgrefe, III~~Douglas L. Col
		Executive Vice President and Chief ~~Operating~~Financial Officer