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 ~~26,336,589~~26,408,402 shares of Common Stock outstanding at ~~October 28, 2021.~~April 29, 2022.

	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Assets	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	121,702		$	25,308		$	141,325		$	106,588
Accounts receivable, net		295,862			216,899			322,343			276,755
Income tax receivable		—			96
Prepaid expenses and other		33,045			29,393			46,998			32,912
Total current assets		450,609			271,696			510,666			416,255
Property and Equipment, at cost		2,048,419			1,901,244			2,162,492			2,144,528
Less: accumulated depreciation		846,195			765,217			890,927			864,074
Net property and equipment		1,202,224			1,136,027			1,271,565			1,280,454
Operating Lease Right-of-Use Assets		104,989			113,715			103,892			107,781
Goodwill and Identifiable Intangibles, net		19,448			20,321			18,866			19,157
Other Noncurrent Assets		11,989			7,015			27,360			21,603
Total assets	$	1,789,259		$	1,548,774		$	1,932,349		$	1,845,250
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	140,774		$	89,381		$	130,163		$	114,010
Wages, vacation and employees’ benefits		77,538			55,392			62,125			73,109
Claims and insurance accruals		42,622			49,613			44,853			54,717
Other current liabilities		37,345			40,571			61,618			38,551
Current portion of long-term debt		20,245			20,588			18,373			19,396
Current portion of operating lease liability		20,097			20,209			21,989			21,565
Total current liabilities		338,621			275,754			339,121			321,348
Other Liabilities:
Long-term debt, less current portion		34,926			50,388			26,506			31,008
Operating lease liability, less current portion		86,979			95,321			84,062			88,409
Deferred income taxes		124,903			119,818			122,106			124,137
Claims, insurance and other		59,104			46,205			69,064			60,015
Total other liabilities		305,912			311,732			301,738			303,569
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, NaN issued and outstanding		—			—			—			—
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,336,589 and 26,236,570 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		26			26
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,408,402 and 26,336,589 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively								26			26
Additional paid-in-capital		272,545			267,666			267,745			274,633
Deferred compensation trust, 95,438 and 91,888 shares of common stock at cost at September 30, 2021 and December 31, 2020, respectively		(3,859	)		(2,944	)
Deferred compensation trust, 80,174 and 94,627 shares of common stock at cost at March 31, 2022 and December 31, 2021, respectively								(5,480	)		(4,101	)
Retained earnings		876,014			696,540			1,029,199			949,775
Total stockholders’ equity		1,144,726			961,288			1,291,490			1,220,333
Total liabilities and stockholders’ equity	$	1,789,259		$	1,548,774		$	1,932,349		$	1,845,250

For the quarters ended March 31, 2022 and ~~nine months ended September 30,~~ 2021 ~~and 2020~~

	Third Quarter						Nine Months						First Quarter
	2021			2020			2021			2020			2022		2021
	(in thousands, except per share data)												(in thousands, except per share data)
Operating Revenue	$	616,216		$	481,374		$	1,671,623		$	1,345,884		$	661,216	$	484,074
Operating Expenses:
Salaries, wages and employees' benefits		277,087			252,092			790,310			715,014			289,463		244,437
Purchased transportation		72,193			40,053			179,705			96,518			78,248		45,031
Fuel, operating expenses and supplies		98,834			74,106			274,399			222,907			122,771		84,901
Operating taxes and licenses		14,572			14,061			43,469			42,200			16,573		14,338
Claims and insurance		15,518			11,938			44,326			40,652			10,736		11,480
Depreciation and amortization		35,742			34,224			105,773			100,478			39,952		35,372
Gain from property disposals, net		(3,847	)		(316	)		(4,115	)		(1,558	)
Loss (gain) from property disposals, net														24		(199	)
Total operating expenses		510,099			426,158			1,433,867			1,216,211			557,767		435,360
Operating Income		106,117			55,216			237,756			129,673			103,449		48,714
Nonoperating Expenses (Income):
Interest expense		777			1,174			2,463			4,170			692		852
Other, net		14			(391	)		(547	)		(595	)		235		(131	)
Nonoperating expenses, net		791			783			1,916			3,575			927		721
Income Before Income Taxes		105,326			54,433			235,840			126,098			102,522		47,993
Income Tax Provision		25,617			12,894			56,366			27,994			23,098		10,702
Net Income	$	79,709		$	41,539		$	179,474		$	98,104		$	79,424	$	37,291

Weighted average common shares outstanding – basic		26,334			26,150			26,317			26,118			26,391		26,285
Weighted average common shares outstanding – diluted		26,713			26,615			26,699			26,569			26,670		26,671

Basic Earnings Per Share	$	3.03		$	1.59		$	6.82		$	3.76		$	3.01	$	1.42
Diluted Earnings Per Share	$	2.98		$	1.56		$	6.72		$	3.69		$	2.98	$	1.40

For the quarters ended March 31, 2022 and ~~nine months ended September 30,~~ 2021 ~~and 2020~~

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total			Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)															(in thousands, except share data)
BALANCE at December 31, 2020		26,236,570	$	26	$	267,666		$	(2,944	)	$	696,540	$	961,288
Balance at December 31, 2021																	26,336,589	$	26	$	274,633		$	(4,101	)	$	949,775	$	1,220,333
Stock compensation, including options and long-term incentives		—		—		1,711			—			—		1,711			—		—		2,056			—			—		2,056
Exercise of stock options less shares withheld for taxes		46,741		—		3,678			—			—		3,678			10,992		—		907			—			—		907
Shares issued for long-term incentive awards, net of shares withheld for taxes		50,381		—		(6,350	)		—			—		(6,350	)		60,821		—		(11,230	)		—			—		(11,230	)
Purchase of shares by Deferred Compensation Trust		—		—		742			(742	)		—		—			—		—		2,445			(2,445	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(17	)		17			—		—			—		—		(1,066	)		1,066			—		—
Net income		—		—		—			—			37,291		37,291			—		—		—			—			79,424		79,424
BALANCE at March 31, 2021		26,333,692	$	26	$	267,430		$	(3,669	)	$	733,831	$	997,618
Balance at March 31, 2022																	26,408,402	$	26	$	267,745		$	(5,480	)	$	1,029,199	$	1,291,490

Stock compensation, including options and long-term incentives		—		—		1,810			—			—		1,810
Director deferred share activity		1,404		—		1,256			—			—		1,256
Exercise of stock options less shares withheld for taxes		—		—		—			—			—		—
Shares issued for long-term incentive awards, net of shares withheld for taxes		—		—		—			—			—		—
Purchase of shares by Deferred Compensation Trust		—		—		112			(112	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		—			—			—		—
Net income		—		—		—			—			62,474		62,474
BALANCE at June 30, 2021		26,335,096	$	26	$	270,608		$	(3,781	)	$	796,305	$	1,063,158

Stock compensation, including options and long-term incentives		—		—		1,878			—			—		1,878
Director deferred share activity		294		—		202			—			—		202
Exercise of stock options less shares withheld for taxes		—		—		—			—			—		—
Shares issued for long-term incentive awards, net of shares withheld for taxes		1,199		—		(221	)		—			—		(221	)
Purchase of shares by Deferred Compensation Trust		—		—		98			(98	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(20	)		20			—		—
Net income		—		—		—			—			79,709		79,709
BALANCE at September 30, 2021		26,336,589	$	26	$	272,545		$	(3,859	)	$	876,014	$	1,144,726

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total			Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)															(in thousands, except share data)
BALANCE at December 31, 2019		25,936,532	$	26	$	260,871		$	(3,871	)	$	558,200	$	815,226
Balance at December 31, 2020																	26,236,570	$	26	$	267,666		$	(2,944	)	$	696,540	$	961,288
Stock compensation, including options and long-term incentives		—		—		1,317			—			—		1,317			—		—		1,711			—			—		1,711
Exercise of stock options less shares withheld for taxes		69,640		—		2,137			—			—		2,137			46,741		—		3,678			—			—		3,678
Shares issued for long-term incentive awards, net of shares withheld for taxes		57,176		—		(3,404	)		—			—		(3,404	)		50,381		—		(6,350	)		—			—		(6,350	)
Purchase of shares by Deferred Compensation Trust		—		—		1,146			(1,146	)		—		—			—		—		742			(742	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(59	)		59			—		—			—		—		(17	)		17			—		—
Net income		—		—		—			—			28,111		28,111			—		—		—			—			37,291		37,291
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		—		—		1,640			—			—		1,640
Director deferred share activity		71,681		—		1,230			—			—		1,230
Exercise of stock options less shares withheld for taxes		12,800		—		454			—			—		454
Shares issued for long-term incentive awards, net of shares withheld for taxes		1,002		—		(75	)		—			—		(75	)
Purchase of shares by Deferred Compensation Trust		—		—		128			(128	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(121	)		121			—		—
Net income		—		—		—			—			28,454		28,454
BALANCE at June 30, 2020		26,148,831	$	26	$	265,264		$	(4,965	)	$	614,765	$	875,090
Stock compensation, including options and long-term incentives		—		—		1,670			��			—		1,670
Exercise of stock options less shares withheld for taxes		6,190		—		287			—			—		287
Shares issued for long-term incentive awards, net of shares withheld for taxes		1,199		—		(120	)		—			—		(120	)
Purchase of shares by Deferred Compensation Trust		—		—		—			—			—		—
Sale of shares by Deferred Compensation Trust		—		—		(26	)		26			—		—
Net income		—		—		—			—			41,539		41,539
BALANCE at September 30, 2020		26,156,220	$	26	$	267,075		$	(4,939	)	$	656,304	$	918,466
Balance at March 31, 2021																	26,333,692	$	26	$	267,430		$	(3,669	)	$	733,831	$	997,618

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

	Nine Months						First Quarter
	2021			2020			2022			2021
	(in thousands)						(in thousands)
Operating Activities:
Net income	$	179,474		$	98,104		$	79,424		$	37,291
Noncash items included in net income:
Depreciation and amortization		105,773			100,478			39,952			35,372
Deferred income taxes		5,086			10,607			(2,030	)		1,327
Other, net		4,290			10,907			181			2,365
Changes in operating assets and liabilities, net		(26,937	)		18,865			(21,566	)		(15,384	)
Net cash provided by operating activities		267,686			238,961			95,961			60,971
Investing Activities:
Acquisition of property and equipment		(154,884	)		(205,307	)		(46,259	)		(25,568	)
Proceeds from disposal of property and equipment		6,460			7,797			883			180
Other		(500	)		—
Net cash used in investing activities		(148,924	)		(197,510	)		(45,376	)		(25,388	)
Financing Activities:
Repayments of revolving credit agreement		(36,410	)		(303,108	)		—			(7,713	)
Borrowings of revolving credit agreement		36,410			302,179			—			7,713
Proceeds from stock option exercises		3,678			2,878			907			3,678
Shares withheld for taxes		(6,571	)		(3,599	)		(11,230	)		(6,350	)
Repayment of finance leases		(15,805	)		(14,580	)		(5,525	)		(4,959	)
Net cash used in financing activities		(18,698	)		(16,230	)		(15,848	)		(7,631	)
Net Increase in Cash, Cash Equivalents and Restricted Cash (1)		100,064			25,221
Cash, Cash Equivalents and Restricted Cash, beginning of period (1)		25,308			248
Cash, Cash Equivalents and Restricted Cash, end of period (1)	$	125,372		$	25,469
Net Increase in Cash and Cash Equivalents								34,737			27,952
Cash and Cash Equivalents, beginning of period								106,588			25,308
Cash and Cash Equivalents, end of period							$	141,325		$	53,260

(1) Cash, cash equivalents and restricted cash at the end of the period includes $3.7 million of restricted cash included in accounts receivable, net on the Condensed Consolidated Balance Sheet ending September 30, 2021.

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, ~~2020.~~2021. Operating results for the quarter ~~and nine months~~ ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2021.~~2022.

The Company provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of its revenue has been derived from transporting LTL shipments across 4445 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. The Company’s performance obligations arise when it receives a bill of lading (“BOL”) to transport a customer's commodities at negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received and accepted, a legally-enforceable contract is formed whereby the parties are committed to perform and the rights of the parties, shipping terms and conditions, and payment terms have been identified. 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 typical transit time to complete a shipment is from one to five days. Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited services over the transit time of the shipment as it moves from origin to destination. Revenue for services ~~started but not completed at the reporting date~~ is recognized based on transit status at the end of each reporting period.

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

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

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

Effective March 1, 2018, the Company entered into a new automobile liability insurance policy with a three-year term. Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the policy. Thereafter, the policy provides insurance coverage for a single loss of $8.0 million, an aggregate loss limit of $24.0 million for each policy year, and a $48.0 million aggregate loss limit for the 36-month term originally ended March 1, 2021. Under the policy, the Company ~~may~~could elect to commute the policy with respect to the first 12 months of the policy term and concurrently extend the policy for an additional one-year period if paid losses in the first 12 months of the policy ~~are~~were less than $5.2 million. In August 2019, the Company elected to commute the policy for such period. As a result, the Company received a return of $5.2 million of the premium paid (the maximum return premium available), based on the amount of claims paid and the insurer was released from all liability in connection with claims occurring in such 12-month period. The Company is now self-insured for the first $10 million per occurrence with respect to such 12-month period and the policy ~~has been~~was extended for one additional year to March 1, 2022. ~~As a result of the return premium and policy extension, the~~The Company recognized a ~~$0.5 million reduction in insurance premium expense in~~ the ~~third quarter of 2021.~~ ~~The Company will continue to recognize the remainder~~remaining $0.3 million of the return premium as a reduction in insurance premium expense ~~ratably over~~in the ~~remainder~~first quarter of 2022. Effective March 1, 2022, the Company extended the policy ~~period now ending~~term for one additional year to March 1, ~~2022.~~2023. Additionally, the Company is required to pay an additional premium of up to $11.0 million if losses paid by the insurer are greater than $~~15.6~~17.5 million over the ~~three-year~~four-year policy period ending March 1, ~~2022.~~2023. Based on claims occurring since March 1, 2019, 0 such additional premium was accrued at ~~September 30, 2021.~~March 31, 2022. Commencing on August 30, ~~2022,~~2023, 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~~17.5 million, based on the amount of claims paid and the insurer would be released from all liability under the policy ending March 1, ~~2022.~~2023. As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $10 million per occurrence for the ~~four~~five years ended March 1, ~~2022.~~2023.

Effective March 1, 2022, ~~Accounting Pronouncements Adopted~~the Company entered into an additional automobile liability insurance policy with athree-year term that is applicable when an occurrence exceeds $10 million. Thereafter, the policy provides insurance coverage for a single loss of an additional $5.0 million, an aggregate loss limit of $10.0 million for each policy year, and a $20.0 million aggregate loss limit for the three-year term ending March 1, 2025. Under the policy, the Company may elect to commute the policy for the three year term if losses incurred are less than $1.4 million and the Company does not elect to renew the policy. In the event the Company elects to commute the policy for such period, it will be entitled to a return of a portion of the premium paid, up to $1.1 million, based on the amount of claims paid and the insurer will be released from all liability in ~~2021~~connection with such period.

~~In 2019,~~As a result, if the ~~FASB issued ASU No. 2019-12,~~ ~~“Income Taxes (Topic 740): Simplifying~~Company elects to commute the ~~Accounting~~policy as to such period, the Company will be self-insured for ~~Income Taxes,~~” ~~which~~the $10 million to $15 million loss layer per occurrence for the three years ended March 1, 2025. The decision whether to commute the policy can not be made before June 1, 2024 and must be made prior to December 1, 2025, unless the insurer agrees to extend such date. Additionally, the Company is ~~intended~~required to ~~simplify various aspects related~~pay an additional premium of up to ~~accounting for income taxes. ASU 2019-12 removes certain exceptions to~~$7.5 million if losses paid by the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard became effective for interim and annual reporting periods beginning after December 15, 2020. The Company adoptedinsurer are greater than $1.4 million over the ~~standard effective January~~three-year policy period ending March 1, ~~2021 and upon adoption this standard did not have a material impact~~2025. Based on ~~its consolidated financial statements or related disclosures.~~claims occurring since March 1, 2022, 0 such additional premium was accrued at March 31, 2022.

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

	Third Quarter				Nine Months				First Quarter
	2021		2020		2021		2020		2022		2021
Numerator:
Net income	$	79,709	$	41,539	$	179,474	$	98,104	$	79,424	$	37,291
Denominator:
Denominator for basic earnings per share–weighted average common shares		26,334		26,150		26,317		26,118		26,391		26,285
Effect of dilutive stock options		109		109		113		96
Effect of other common stock equivalents		270		356		269		355
Dilutive effect of share-based awards										279		386
Denominator for diluted earnings per share–adjusted weighted average common shares		26,713		26,615		26,699		26,569		26,670		26,671

Basic Earnings Per Share	$	3.03	$	1.59	$	6.82	$	3.76	$	3.01	$	1.42

Diluted Earnings Per Share	$	2.98	$	1.56	$	6.72	$	3.69	$	2.98	$	1.40

For ~~both~~ the quarter ~~and nine months~~ ended ~~September 30, 2021,~~March 31, 2022, options and restricted stock for ~~19,250~~15,808 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter ended ~~September 30, 2020 there were 0 anti-dilutive options or restricted stock. For the nine months ended September 30, 2020,~~March 31, 2021 options and restricted stock for ~~53,025~~20,164 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

The Company pays its pro rata share of the cost of letters of credit outstanding for certain workers’ compensation claims incurred prior to March 1, 2000 that Saia’s former parent maintains for insurance programs. The Company’s pro rata share of these outstanding letters of credit was $1.8 million at ~~September 30, 2021.~~March 31, 2022.

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

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$55.4~~$44.8 million and ~~$71.2~~$50.8 million, respectively, based upon level two in the fair value hierarchy. The carrying value of the debt was ~~$55.2~~$44.9 million and ~~$71.0~~$50.4 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, debt consisted of the following (in thousands):

	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Credit Agreement with Banks, described below	$	—	$	—	$	—	$	—
Finance Leases, described below		55,171		70,976		44,879		50,404
Total debt		55,171		70,976		44,879		50,404
Less: current portion of long-term debt		20,245		20,588		18,373		19,396
Long-term debt, less current portion	$	34,926	$	50,388	$	26,506	$	31,008

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.

~~On February 5, 2019, the~~The Company ~~entered into the~~is a party to a Sixth Amended and Restated Credit Agreement with its banking group ~~(as amended, the~~(the Amended Credit Agreement)~~. The amendment increased the amount of the revolver from~~ ~~$250 million~~, which provides up to a $300 million ~~and extended the term until~~revolving line of credit through February 2024. The Amended Credit Agreement also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments. The ~~amendment reduced the interest rate 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 ~~September 30,~~March 31, 2022, the Company had 0 outstanding borrowings and outstanding letters of credit of $32.0 million under the Amended Credit Agreement. At December 31, 2021, the Company had 0 outstanding borrowings and outstanding letters of credit of $29.3 ~~million under the Amended Credit Agreement. At December 31, 2020, the Company had 0 outstanding borrowings and outstanding letters of credit of $27.2~~ million under the Amended 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 original terms covering revenue equipment. Total liabilities recognized under finance leases were ~~$55.2~~$44.9 million and ~~$71.0~~$50.4 million as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021, approximately ~~$91.0~~$78.4 million and ~~$100.1~~$85.1 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest rates for the finance leases at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were ~~3.5~~3.6 percent and ~~3.5~~3.6 percent, respectively.

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

	Amount		Amount
2021	$	5,240
2022		20,956	$	14,997
2023		15,409		15,409
2024		10,606		10,606
2025		5,453		5,453
2026				919
Thereafter		924		—
Total		58,588		47,384
Less: Amounts Representing Interest on Finance Leases		3,417		2,505
Total	$	55,171	$	44,879

~~In March 2020,~~The Company continues to monitor the ~~World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President~~progression of the ~~United States declared~~COVID-19 pandemic, further government response, and development of treatments and vaccines and their potential effect on our short-term and long-term financial results and liquidity. These events could have an impact in future periods on certain estimates used in the ~~COVID-19 outbreak a~~preparation of our 2022 financial results. Local, state and national ~~emergency. The Company is considered~~governments have designated transportation as 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. Managementservice. The Company has made a variety of efforts ~~seeking~~ to ensure the ongoing availability of Saia’s transportation services, while instituting actions and policies to help ~~safeguard~~keep 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 as appropriate. President Biden has issued a directive to OSHA to develop an Emergency Temporary Standard requiring all employers of 100 or more employees to ensure that their workforce is vaccinated or subject to weekly COVID-19 testing. This standard, or comparable state or local requirements, could adversely affect our ability to hire and retain employees which could lead to service disruptions and higher costs. Through the date of this filing, the Company has not experienced significant disruptions in the Company’s LTL network operations because of the COVID-19 pandemic.safe.

~~The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities.~~ The Company has considered the impact of COVID-19 on ~~the~~its estimates and assumptions ~~and estimates used~~ and determined that there were no material adverse impacts on the Company’s ~~third quarter 2021~~ financial position. ItGiven the uncertainty surrounding the duration of the pandemic, it is possible that these assumptions and estimates may materially change in the future.

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.On March 11, 2021, the American Rescue Plan Act of 2021 was signed into law and provides further economic relief and stimulus to deal with the economic impact of the COVID-19 pandemic. The Company continues to monitor any effects that may result from these Acts and other similar legislation or actions in geographies in which our business operates; however,~~the Company does not believe it will be able to take advantage of the provisions of these Acts.~~

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 ~~2020~~2021 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as otherwise required by applicable law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this Quarterly Report on Form 10-Q and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, the following:

These factors and risks are described in Part ~~II,~~I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.

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

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

~~In March 2020,~~We are continuing to monitor the ~~World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and the President~~progression of the ~~United States declared~~COVID-19 pandemic, further government response, and development of treatments and vaccines and their potential effect on our short-term and long-term financial results and liquidity. These events could have an impact in future periods on certain estimates used in the ~~COVID-19 outbreak a~~preparation of our 2022 financial results. Local, state and national ~~emergency. We are considered~~governments have designated transportation as 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. Managementservice. The Company has made a variety of efforts ~~seeking~~ to ensure the ongoing availability of Saia’s transportation services, while instituting actions and policies to help ~~safeguard~~keep 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 as appropriate.~~ President Biden has issued a directive to OSHA to develop an Emergency Temporary Standard requiring all employers of 100 or more employees to ensure that their workforce is vaccinated or subject to weekly COVID-19 testing. This standard, or comparable state or local requirements, could adversely affectsafe.

~~our ability to hire and retain employees which could lead to service disruptions and higher costs.~~ ~~Through the date of this filing, the Company has not experienced significant disruptions in the Company’s LTL network operations as a result of the COVID-19 pandemic.~~

Beginning in the latter part of the first quarter of 2020 and through the second quarter of 2020, we experienced lower demand for our transportation services along with increased costs and other challenges related to COVID-19 that adversely affected our business. We believe we have significant liquidity available to continue business operations in the event of future disruptions from the COVID-19 pandemic. As discussed in ~~the~~ “Financial ~~Condition” section~~Condition, Liquidity and Capital Resources” below, ~~the~~the Company has in place a revolving credit facility ~~(including a $100~~with up to $300 million in availability, plus an accordion feature that ~~is available,~~provides for an additional $100 million in availability, subject to certain conditions and lender ~~commitments) and other sources of borrowing in place that provides liquidity of up to $300 million~~commitments, in addition to its ~~regular~~ cash ~~inflows~~flow from operations. ~~The Company was in compliance with the debt covenants under its debt agreements at~~ ~~September 30, 2021~~.

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

The Company’s operating revenue increased by ~~28.0~~36.6 percent in the ~~third~~first quarter of ~~2021~~2022 compared to the same period in ~~2020.~~2021. The increase resulted primarily from increases in revenue per shipment, tonnage and ~~tonnage.~~fuel surcharge revenue.

Consolidated operating income was ~~$106.1~~$103.4 million for the ~~third~~first quarter of ~~2021~~2022 compared to ~~$55.2~~$48.7 million for the ~~third~~first quarter of ~~2020.~~2021. In the ~~third~~first quarter of ~~2021,~~2022, LTL shipments were up ~~2.3~~5.7 percent per workday and LTL tonnage was up ~~11.0~~9.5 percent per workday compared to the prior year quarter. Diluted earnings per share were $2.98 in the ~~third~~first quarter of ~~2021,~~2022, compared to diluted earnings per share of ~~$1.56~~$1.40 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was ~~82.8~~84.4 percent in the ~~third~~first quarter of ~~2021~~2022 compared to ~~88.5~~89.9 percent in the ~~third~~first quarter of ~~2020.~~2021. The improved operating ratio compared to prior year is due to the Company’s continued focus on pricing initiatives, cost control and operating efficiencies. ~~Additionally, a real estate gain drove 70 basis points of the improvement in the operating ratio.~~

The Company generated ~~$267.7~~$96.0 million in net cash provided by operating activities in the first ~~nine~~three months of ~~2021~~2022 compared with ~~$239.0~~$61.0 million in the same period last year. The increase is primarily due to increased profitability partially offset by a change in working capital, largely increases in accounts receivable ~~and cash and cash equivalents,~~ compared to prior year. The Company’s net cash used in investing activities was ~~$148.9~~$45.4 million during the first ~~nine~~three months of ~~2021~~2022 compared to ~~$197.5~~$25.4 million in the first ~~nine~~three months of ~~2020,~~2021, primarily as a result of ~~decreased~~increased capital expenditures ~~for revenue equipment~~related to real estate acquisitions in the first ~~nine~~three months of ~~2021 caused by COVID-19 related manufacturing delays for revenue equipment.~~2022. The Company’s net cash used in financing activities was ~~$18.7~~$15.8 million in the first ~~nine~~three months of ~~2021~~2022 compared to ~~$16.2~~$7.6 million net cash used in financing activities during the same period last year. This change was primarily due to equity based compensation shares withheld for taxes as well as increased repayment of finance leases during the first ~~nine~~three months of ~~2021~~.2022. The Company had no outstanding borrowings under its revolving credit agreement, outstanding letters of credit of ~~$31.1~~$33.8 million and a cash and cash equivalents balance of ~~$121.7~~$141.3 million at ~~September 30, 2021.~~March 31, 2022. The Company also had ~~$55.2~~$44.9 million in obligations under finance leases at ~~September 30, 2021.~~March 31, 2022. At ~~September 30, 2021,~~March 31, 2022, the Company had ~~$270.7~~$268.0 million in availability under the revolving credit ~~facility, subject to the Company’s satisfaction of existing debt covenants.~~facility. The revolving credit facility also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments. The Company was in compliance with the debt covenants under its revolving credit agreement at ~~September 30, 2021.~~March 31, 2022.

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

Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of revenue is derived from transporting LTL shipments across 4445 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
	2021			2020			'21 v. '20			2022			2021			'22 v. '21
	(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment and length of haul)									(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment and length of haul)
Operating Revenue	$	616,216		$	481,374			28.0	%	$	661,216		$	484,074			36.6	%
Operating Expenses:
Salaries, wages and employees’ benefits		277,087			252,092			9.9			289,463			244,437			18.4
Purchased transportation		72,193			40,053			80.2			78,248			45,031			73.8
Depreciation and amortization		35,742			34,224			4.4			39,952			35,372			12.9
Fuel and other operating expenses		125,077			99,789			25.3			150,104			110,520			35.8
Operating Income		106,117			55,216			92.2			103,449			48,714			112.4
Operating Ratio		82.8	%		88.5	%		6.4			84.4	%		89.9	%
Nonoperating Expense		791			783			1.0			927			721			28.6

Working Capital (as of September 30, 2021 and 2020)		111,988			4,426
Working Capital (as of March 31, 2022 and 2021)											171,545			41,057
Cash Flows provided by Operating Activities (year to date)		267,686			238,961						95,961			60,971
Net Acquisitions of Property and Equipment (year to date)		148,424			197,510						45,376			25,388

Saia Motor Freight Operating Statistics:
Workdays		64			64			-			64			63			1.6
LTL Tonnage		1,402			1,263			11.0			1,387			1,247			11.2
LTL Shipments		2,004			1,959			2.3			1,962			1,826			7.4
LTL Revenue per hundredweight	$	21.36		$	18.59			14.9		$	23.29		$	19.18			21.4
LTL Revenue per shipment	$	299.02		$	239.60			24.8		$	329.30		$	261.96			25.7
LTL Pounds per shipment		1,400			1,289			8.6			1,414			1,366			3.5
LTL Length of haul		915			893			2.5			915			904			1.2

Quarter ~~and nine months~~ ended ~~September 30, 2021~~March 31, 2022 compared to quarter ~~and nine months~~ ended ~~September 30, 2020~~March 31, 2021

Consolidated revenue for the quarter ended ~~September 30, 2021~~March 31, 2022 increased ~~28.0~~36.6 percent to ~~$616.2~~$661.2 million primarily as a result of increased revenue per shipment, tonnage and ~~tonnage.~~fuel surcharge revenue. Saia’s LTL revenue per ~~hundredweight (a measure of yield)~~shipment increased ~~14.9~~25.7 percent to ~~$21.36~~$329.30 per ~~hundredweight~~shipment for the ~~third~~first quarter of ~~2021~~2022 as a result of changes in business mix and pricing actions. For the ~~third~~first quarter of ~~2021,~~2022, Saia’s LTL tonnage was up ~~11.0~~9.5 percent per workday to 1.4 million tons, and LTL shipments increased ~~2.3~~5.7 percent per workday to 2.0 million shipments. For the ~~third~~first quarter of ~~2021,~~2022, approximately 75 to 80 percent of Saia’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 20 to 25 percent of operating revenue was subject to a general rate increase which is based on market conditions. For these customers subject to a general rate increase, on January 24, 2022 and January 18, 2021, ~~and February 3, 2020,~~ Saia implemented 7.5 and 5.9 percent general rate ~~increases.~~increases, respectively. Competitive factors, customer turnover and mix changes, impact the extent to which customer rate increases are retained over time.

Operating revenue includes fuel surcharge revenue from the Company’s fuel surcharge program. That program is designed to reduce the Company’s exposure to fluctuations in fuel prices by adjusting total freight charges to account for changes in the price of fuel. The Company’s fuel surcharge is based on the average national price for diesel fuel and is reset weekly. Fuel surcharges have remained in effect for several years, are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are

an integral part of customer contract negotiations but represent only one portion of overall customer price negotiations as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue increased to ~~13.9~~16.8 percent for the quarter ended ~~September 30, 2021~~March 31, 2022 compared to ~~10.4~~12.9 percent for the quarter ended ~~September 30, 2020,~~March 31, 2021, as a result of increases in the cost of fuel.

~~For the nine months ended~~ ~~September 30, 2021~~, operating revenues were $1.7 billion, up 24.2 percent from $1.3 billion for the nine months ended September 30, 2020. This increase is primarily due to increased revenue per shipment, shipments and tonnage during the first nine months of ~~2021~~ ~~compared to the comparable period last year. Fuel surcharge revenue as a percentage of operating revenue increased to 13.8 percent for the nine months ended~~ ~~September 30, 2021~~ ~~compared to 11.3 percent for the nine months ended September 30, 2020, as a result of increases in the cost of fuel.~~

Consolidated operating income was ~~$106.1~~$103.4 million in the ~~third~~first quarter of ~~2021~~2022 compared to ~~$55.2~~$48.7 million in the prior year quarter. Overall, the increase in consolidated operating income in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020~~2021 was the result of increased tonnage, ~~and~~ improved pricing actions, the impact of our fuel surcharge program and business mix management during the ~~third~~first quarter ~~2021.~~ of 2022. These actions in ~~2021~~2022 combined with the ~~11.0~~9.5 percent increase in tonnage per day, along with continued focus on cost controls and operational efficiencies drove improvement during the quarter. The ~~third~~first quarter of ~~2021~~2022 operating ratio (operating expenses divided by operating revenue) was ~~82.8~~84.4 percent compared to ~~88.5~~89.9 percent for the same period in ~~2020. Additionally, a real estate gain drove 70 basis points of the improvement in the operating ratio.~~2021.

Salaries, wages and employees’ benefits increased ~~$25.0~~$45.0 million in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020 due~~2021. This change was mostly caused by the Company having added headcount to ~~lower headcount~~ support ongoing business growth and network expansion. In addition, in ~~the third quarter of 2020.~~ ~~Additionally, in January 2021 and~~ August 2021 the Company implemented a salary and wage ~~increases, while significant~~increase of approximately 4.7 percent. Purchased transportation increased $33.2 million in the first quarter of 2022 compared to the first quarter of 2021 primarily due to linehaul capacity expansion to support growth ~~led~~and customer service requirements. In addition, the cost of this expanded capacity increased during the first quarter of 2022. Depreciation and amortization expense increased $4.6 million in the first quarter 2022 compared to ~~higher overall compensation levels.~~the same period in 2021 primarily due to revenue equipment, real estate and technology investments in the second half of 2021 and the beginning of 2022. Fuel and other operating expenses and supplies increased ~~$24.7~~$37.9 million in the ~~third~~first quarter of ~~2021~~2022 compared to the prior year ~~quarter~~quarter. This increase was driven primarily by an increase in fuel, operating expenses and supplies of $39.6 million, largely due to ~~increases in~~increasing diesel fuel ~~cost due to~~costs and volume ~~and price per gallon~~ increases during the ~~quarter, in addition to increases in~~ ~~other operating expenses and supplies~~.quarter. During the ~~third~~first quarter of ~~2021,~~2022, claims and insurance expense was ~~$3.6~~$0.7 million ~~higher~~lower than the ~~third~~first quarter of ~~2020~~2021 primarily due to ~~higher~~slightly lower claims activity in addition to an increase in premiums compared to prior year. Purchased transportation increased $32.1 million in the third quarter of 2021 compared to the third quarter of 2020 primarily due to increasing demand, capacity constraints in the internal network and higher rates for purchased miles during the third quarter of 2021. ~~Gain from property disposals increased $3.5 million in the~~ ~~third quarter~~ ~~of 2021 compared to prior year due to the gain on disposal of a previously occupied terminal.~~ This transaction occurred as the result of management’s efforts towards expanding door count by replacing a smaller facility with a larger facility better positioned to successfully support the Company’s overall strategy.

For the nine months ended September 30, 2021, consolidated operating income was $237.8 million, up 83.4 percent compared to $129.7 million for the nine months ended September 30, 2020. This increase was due to the overall increase in shipments, tonnage and improved pricing actions and mix management as the company successfully returned service from the distruptive impact of the COVID-19 environment.

~~Salaries, wages and benefits increased $75.3 million during the first nine months of~~ ~~2021~~ ~~compared to the same period last year largely due to higher wages in the first nine months of~~ ~~2021~~. Additionally, in January 2021 and August 2021 the Company implemented salary and wage increases, while significant growth led to higher overall compensation levels. Fuel, operating expenses and supplies increased $51.5 million during the first nine months of 2021 compared to the same period last year largely due to increases in fuel ~~cost due to volume and price per gallon increases during the first~~ ~~nine~~ ~~months of 2021, in addition to increases in~~ ~~other operating expenses and supplies. During the first nine months of~~ ~~2021~~, claims and insurance expense was $3.7 million higher than the same period last year primarily due to higher premiums, largely offset by decreased claims. Purchased transportation increased $83.2 million for the first nine months of ~~2021~~ ~~compared to the same period last year primarily due~~ ~~to increasing demand, capacity constraints in the internal network~~ ~~and higher rates for purchased miles during the first nine months of~~ ~~2021. Gain from property disposals increased $2.6 million for the first nine months of 2021 compared to prior year due to the gain on disposal of a previously occupied terminal.~~ This transaction occurred as the result of management’s efforts towards expanding door count by replacing a smaller facility with a larger facility better positioned to successfully support the Company’s overall strategy.overall.

Substantially all non-operating expenses represent interest expense. Interest expense in the ~~third~~first quarter of ~~2021~~2022 was lower than the same period in ~~2020 due~~2021 as the Company continued to ~~decreased borrowings in the current period as a result of delayed capital expenditures.~~pay down finance lease obligations.

The effective tax rate was ~~24.3~~22.5 percent and ~~23.7~~22.3 percent for the quarters ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The increase in the ~~third~~first quarter effective tax rate in ~~2021~~2022 is primarily ~~a result~~due to the reduction of ~~higher excess~~available tax ~~benefits~~credits related to ~~stock compensation activity in~~alternative fuels compared to the prior ~~year.~~ ~~For the~~ ~~nine months ended September 30, 2021~~ ~~and September 30, 2020, the effective~~year, as alternative fuel tax ~~rates were 23.9 percent and 22.2 percent, respectively. For the~~ ~~nine months ended September 30, 2021 approximately $58.7 million in cash tax payments were made compared to $6.6 million in the nine months ended~~ ~~September 30, 2020~~.credits have not been enacted for 2022.

Net income was ~~$79.7~~$79.4 million, or $2.98 per diluted share, in the ~~third~~first quarter of ~~2021~~2022 compared to net income of ~~$41.5~~$37.3 million, or ~~$1.56~~$1.40 per diluted share, in the ~~third~~first quarter of ~~2020.~~ ~~Net income was $179.5 million, or $6.72 per diluted share, for the first nine months of~~ ~~2021~~ ~~compared to net income of $98.1 million, or $3.69 per diluted share, for the first nine months of~~ ~~2020~~.2021.

Working capital at ~~September 30, 2021~~March 31, 2022 was ~~$112.0~~$171.5 million, which increased from working capital at ~~September 30, 2020~~March 31, 2021 of ~~$4.4~~$41.1 million.

Current assets at ~~September 30, 2021~~March 31, 2022 increased by ~~$170.5~~$162.4 million as compared to ~~September 30, 2020~~March 31, 2021 and includes an increase in accounts receivable of ~~$69.2~~$79.4 million, and an increase in cash and cash equivalents of ~~$96.2~~$88.1 million. Current liabilities increased by ~~$62.9~~$31.9 million at ~~September 30, 2021~~March 31, 2022 compared to ~~September 30, 2020~~March 31, 2021 largely due to an increase in ~~accounts~~wages, vacation and employees’ benefits payable. Cash flows provided by operating activities were ~~$267.7~~$96.0 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 versus ~~$239.0~~$61.0 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The increase is primarily due to increased profitability, partially offset by a change in working capital compared to prior year. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, net cash used in investing activities was ~~$148.9~~$45.4 million versus ~~$197.5~~$25.4 million in the same period last year, a ~~$48.6~~$20.0 million ~~decrease.~~increase. This ~~decrease~~increase resulted ~~primarily~~ from ~~decreased~~increased capital expenditures ~~caused by COVID-19~~ related ~~manufacturing delays for revenue equipment.~~to real estate acquisitions as the Company continues to expand its footprint and add density in markets. The Company currently expects that net capital expenditures in ~~2021~~2022 will be ~~approximately $275~~in excess of $500 million. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, net cash used in financing activities was ~~$18.7~~$15.8 million compared to ~~$16.2~~$7.6 million net cash used in financing activities during the same period last year, as a result of equity based compensation shares withheld for taxes as well as ~~repayment~~increased repayments of finance leases during the first ~~nine~~three months of ~~2021~~.2022 as compared to the same period in 2021.

Our business remains highly correlated to non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. ~~Because the severity, magnitude~~Our outlook for 2022 is dependent on a number of external factors, including geopolitical developments, inflation, labor availability, fuel prices, supply chain and ~~duration~~impact of ~~the COVID-19~~ pandemic ~~and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s~~related shut-downs. The potential impact of these factors on our operations, financial performance and financial condition, as well as ~~its~~the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to ~~predict.~~predict. We are continuing initiatives to ~~increase yield,~~ improve and enhance customer service in an effort to support our ongoing pricing and business mix ~~reduce~~optimization, while controlling costs and ~~improve productivity while also focusing on providing top quality service and~~ improving ~~safety performance.~~productivity. On January 24, 2022 and January 18, 2021, ~~and February 3, 2020,~~ Saia implemented a 7.5 and 5.9 percent general rate ~~increases~~increase, respectively, for customers comprising approximately 20 to 25 percent of Saia’s operating revenue. The success of cost improvement initiatives is impacted by the cost and availability of drivers, dock workers and other employees and purchased transportation, fuel, self-insurance claims and insurance expense, regulatory changes, successful expansion of our service geography throughout the United States, the COVID-19 pandemic and other factors discussed under “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”

Effective mid-August 2021, the Company implemented a market competitive salary and wage increase for all employees, other than Saia executives. The compensation increase was approximately five percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains. ~~Additionally, the renewal of the Company’s liability insurance policies effective March 1, 2021 is expected to result in approximately $4.3 million in cost increases for 2021 compared to 2020.~~

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.

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 Company has pledged certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement.

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 ~~September 30,~~March 31, 2022, the Company had no outstanding borrowings and outstanding letters of credit of $32.0 million under the Amended Credit Agreement. At December 31, 2021, the Company had no outstanding borrowings and outstanding letters of credit of $29.3 ~~million under the Amended Credit Agreement. At December 31, 2020, the Company had no outstanding borrowings and outstanding letters of credit of $27.2~~ million under the Amended 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 original terms covering revenue equipment. Total liabilities recognized under finance leases were ~~$55.2~~$44.9 million and ~~$71.0~~$50.4 million as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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 ~~both September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were ~~3.5 percent.~~3.6 percent and 3.6 percent, respectively.

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. Cash flows from operating activities were ~~$309.1~~$382.6 million for the year ended December 31, ~~2020,~~2021, while net cash used in investing activities was ~~$218.8~~$277.8 million. Cash flows provided by operating activities were ~~$267.7~~$96.0 million for the ~~nine~~three months ended ~~September 30, 2021; $28.7~~March 31, 2022; $35.0 million higher than the first ~~nine~~three months of the prior year. The increase in operating cash flows is primarily due to increased profitability, partially offset by a change in working capital, largely increases in accounts receivable 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 significant sources of capital to meet short-term liquidity needs through its operating cash flows and availability under the Amended Credit Agreement. At ~~September 30, 2021,~~March 31, 2022, the Company had ~~$270.7~~$268.0 million in availability under the Amended Credit ~~Agreement, subject to the Company’s satisfaction of existing debt covenants.~~Agreement. The Company was in compliance with its debt covenants at ~~September 30, 2021.~~March 31, 2022. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals.

Effective March 1, 2018, the Company entered into a new automobile liability insurance policy with a three-year term. Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the policy. Thereafter, the policy provides insurance coverage for a single loss of $8.0 million, an aggregate loss limit of $24.0 million for each policy year, and a $48.0 million aggregate loss limit for the 36-month term originally ended March 1, 2021. Under the policy, the Company ~~may~~could elect to commute the policy with respect to the first 12 months of the policy term and concurrently extend the policy for an additional one-year period if paid losses in the first 12 months of the policy ~~are~~were less than $5.2 million. In August 2019, the Company elected to commute the policy for such period. As a result, the Company received a return of $5.2 million of the premium paid (the maximum return premium available), based on the amount of claims paid and the insurer was released from all liability in connection with claims occurring in such 12-month period. The Company is now self-insured for the first ~~$10~~$10 million per occurrence with respect to such 12-month period and the policy ~~has been~~was extended for one additional year to March 1, 2022. ~~As a result of the return premium and policy extension, the~~ The Company recognized ~~a $0.5~~the remaining $0.3 million ~~reduction in insurance premium expense in the third quarter of 2021.~~ ~~The Company will continue to recognize the remainder~~ of the return premium as a reduction in insurance premium expense ~~ratably over~~in the ~~remainder~~first quarter of 2022. Effective March 1, 2022, the Company extended the policy ~~period now ending~~term for one additional year to March 1, ~~2022.~~2023. Additionally, the Company is required to pay an additional premium of up to ~~$11.0~~$11.0 million if losses paid by the insurer are greater than ~~$15.6~~$17.5 million over the ~~three-year~~four-year policy period ending March 1, ~~2022.~~2023. Based on claims occurring since March 1, 2019, no such additional premium was accrued at March 31, 2022~~September 30, 2021~~. Commencing on August 30, ~~2022,~~2023, 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~~$17.5 million, based on the amount of claims paid and the insurer would be released from all liability under the policy ending March 1, ~~2022.~~2023. As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $10 million per occurrence for the ~~four~~five years ended March 1, 2023.

Effective March 1, 2022, the Company entered into an additional automobile liability insurance policy with a three-year term that is applicable when an occurrence exceeds $10 million. Thereafter, the policy provides insurance coverage for a single loss of an additional $5.0 million, an aggregate loss limit of $10.0 million for each policy year, and a $20.0 million aggregate loss limit for the three-year term ending March 1, 2025. Under the policy, the Company may elect to commute the policy for the three year term if losses incurred are less than $1.4 million and the Company does not elect to renew the policy. In the event the Company elects to commute the policy for such period, it will be entitled to a return of a portion of the premium paid, up to $1.1 million, based on the amount of claims paid and the insurer will be released from all liability in connection with such period. As a result, if the Company elects to commute the policy as to such period, the Company will be self-insured for the $10 million to $15 million loss layer per occurrence for the three years ended March 1, 2025. The decision whether to commute the policy can not be made before June 1, 2024 and must be made prior to December 1, 2025, unless the insurer agrees to extend such date. Additionally, the Company is required to pay an additional premium of up to $7.5 million if losses paid by the insurer are greater than $1.4 million over the three-year policy period ending March 1, 2025. Based on claims occurring since March 1, 2022, no such additional premium was accrued at March 31, 2022.

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 ~~2021~~2022 are expected to be ~~approximately $275 million. This would represent~~in excess of $500 million, which represents an increase from ~~2020~~2021 net capital expenditures of ~~$219~~$277 million, ~~for property and equipment,~~ inclusive of equipment acquired ~~using~~under finance leases, information technology, and land and structures. Projected ~~2021~~2022 capital expenditures include a normal replacement cycle of

revenue equipment and technology investment for our operations. Net capital expenditures were ~~$148.4~~$45.4 million in the first ~~nine~~three months of ~~2021.~~2022. Approximately ~~$74.8~~$271.3 million of the ~~2021~~2022 remaining capital budget was committed as of ~~September 30, 2021.~~March 31, 2022.

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the Company’s revolving line of credit. Total contractual obligations for operating leases at March 31, 2022 totaled $123.8 million, including operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S. generally accepted accounting principles. Additionally, in April 2021, the Company

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

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

In addition to ~~the~~any principal amounts disclosed, ~~in the tables below,~~ the Company has interest obligations of approximately ~~$2.9~~$2.6 million for the remainder of ~~2021 and decreasing for each year thereafter~~2022, based on borrowings and commitments outstanding at ~~September 30, 2021.~~March 31, 2022.

~~The following tables set forth a summary of our contractual cash obligations and other commercial commitments as of September 30, 2021 (in millions):~~

Payments due by year

2021

2022

2023

2024

2025

Thereafter

Total

Contractual cash obligations:

Long-term debt obligations:

Revolving line of credit (1)

$
—

$
—

$
—

$
—

$
—

$
—

$
—

Leases:

Finance Leases (1)

5.2

21.0

15.4

10.6

5.5

0.9

58.6

Operating leases (2)

7.3

27.6

23.7

20.3

15.8

38.4

133.1

Purchase obligations (3)

76.8

—

—

—

—

—

76.8

Total contractual obligations

$
89.3

$
48.6

$
39.1

$
30.9

$
21.3

$
39.3

$
268.5

The Company has accrued approximately ~~$1.4~~$3.0 million for uncertain tax positions and ~~$0.2~~$0.4 million for interest and penalties related to the uncertain tax positions as of September 30, 2021. 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.

March 31, 2022. At ~~September 30, 2021,~~March 31, 2022, the Company has accrued ~~$99.8~~$110.7 million for 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~~There have been no significant changes to the condensed consolidated financial statements that affect reported amounts and disclosures therein. In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operationsapplication of the ~~Company include:~~

~~Revenue~~ is recognized in a systematic process whereby estimates of shipments in transit are based upon actual shipments picked up, day of delivery and current 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~~critical accounting policies and ~~others are described~~estimates contained in ~~further detail in~~our Form 10-K at December 31, 2021. The reader should refer to the Notes to our Consolidated Financial Statements ~~included~~ in ~~the Company’s~~our 2021 Annual Report on Form 10-K for ~~the year ended December 31, 2020.~~

~~The preparation~~a full disclosure of ~~financial statements in accordance with U.S. generally accepted accounting principles requires management to adopt~~all critical accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the consolidated financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the consolidated financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.estimates.

The Company is exposed to a variety of market risks including the effects of interest rates and fuel prices. The detail of the Company’s debt structure is more fully described in the Notes to Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. To help mitigate our risk to rising fuel prices, the Company has implemented a fuel surcharge program. This program is well established within the industry and customer acceptance of fuel surcharges remains high. Since the amount of fuel surcharge is based on average national fuel prices and is reset weekly, exposure of the Company to fuel price volatility is significantly reduced. However, the fuel surcharge may not fully offset fuel price fluctuations during periods of rapid increases or decreases in the price of fuel and is also subject to overall competitive pricing negotiations.

The following table provides information about the Company’s third-party financial instruments as of ~~September 30, 2021.~~March 31, 2022. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of the ~~variable and~~ fixed rate debt (in millions) was estimated based upon ~~levels one and~~level two in the fair value ~~hierarchy, respectively.~~hierarchy. The fair value of finance leases is based on current market interest rates for similar types of financial instruments.

	Expected maturity date																		2021				Expected maturity date																		2022
	2021			2022			2023			2024			2025			Thereafter			Total		Fair Value		2022			2023			2024			2025			2026			Thereafter			Total		Fair Value
Fixed rate debt	$	4.8		$	19.5		$	14.5		$	10.2		$	5.3		$	0.9		$	55.2	$	55.4	$	14.0		$	14.5		$	10.2		$	5.3		$	0.9		$	-		$	44.9	$	44.8
Average interest rate		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%						3.6	%		3.6	%		3.6	%		3.6	%		3.6	%		3.6	%

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 Factors are described in Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, and there have been no material changes.

Issuer Purchases of Equity Securities

Period

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

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

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

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

July 1, 2021 through

July 31, 2021

510

(2)

$
193.08

(2)

—

$
—

August 1, 2021 through

August 31, 2021

—

(3)

$
—

(3)

—

—

September 1, 2021 through

September 30, 2021

—

(4)

$
—

(4)

—

—

Total

510

—

Issuer Purchases of Equity Securities
Period	(a) Total Number of Shares (or Units) Purchased (1)			(b) Average Price Paid per Share (or Unit)			(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet be Purchased under the Plans or Programs
January 1, 2022 through
January 31, 2022		5,667	(2)	$	312.93	(2)		—	$	—
February 1, 2022 through
February 28, 2022		2,470	(3)	$	272.27	(3)		—		—
March 1, 2022 through
March 31, 2022		—	(4)	$	—	(4)		—		—
Total		8,137						—

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

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

		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	3

	Condensed Consolidated Statements of Operations for the quarters ended March 31, 2022 and ~~nine months ended September 30,~~ 2021 ~~and 2020~~	4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2022 and ~~nine months ended September 30,~~ 2021 ~~and 2020~~	5

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	76

	Notes to Condensed Consolidated Financial Statements	87

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

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	2119

ITEM 4:	Controls and Procedures	2220

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	2321

ITEM 1A:	Risk Factors	2321

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	2321

ITEM 3:	Defaults Upon Senior Securities	2321

ITEM 4:	Mine Safety Disclosures	2321

ITEM 5:	Other Information	2321

ITEM 6:	Exhibits	2422

Signature		2523

Exhibit
Number		Description of Exhibit

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

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

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

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

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

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

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

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

101		The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021,~~March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, 2022 and ~~nine months ended September 30,~~ 2021 ~~and 2020~~ (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2022 and ~~nine months ended September 30,~~ 2021 ~~and 2020~~ (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104		The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021~~March 31, 2022, formatted in Inline XBRL (included as Exhibit 101).

	SAIA, INC.

Date: ~~October 28, 2021~~May 2, 2022		/s/ Douglas L. Col
		Douglas L. Col
		Executive Vice President and Chief Financial Officer


(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

	Payments due by year
	2021		2022		2023		2024		2025		Thereafter		Total
Contractual cash obligations:
Long-term debt obligations:
Revolving line of credit (1)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Leases:
Finance Leases (1)		5.2		21.0		15.4		10.6		5.5		0.9		58.6
Operating leases (2)		7.3		27.6		23.7		20.3		15.8		38.4		133.1
Purchase obligations (3)		76.8		—		—		—		—		—		76.8
Total contractual obligations	$	89.3	$	48.6	$	39.1	$	30.9	$	21.3	$	39.3	$	268.5

	Amount of commitment expiration by year
	2021		2022		2023		2024		2025		Thereafter		Total
Other commercial commitments:
Available line of credit (1)	$	—	$	—	$	—	$	270.7	$	—	$	—	$	270.7
Letters of credit		—		31.1		—		—		—		—		31.1
Surety bonds		0.4		60.0		8.9		—		—		—		69.3
Total commercial commitments	$	0.4	$	91.1	$	8.9	$	270.7	$	—	$	—	$	371.1

(1)	Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan ~~had no sales~~sold 22,590 shares of Saia stock at an average price of $310.07 during the period of ~~July~~January 1, ~~2021~~2022 through ~~July~~January 31, ~~2021.~~2022.
(3)	The Saia, Inc. Executive Capital Accumulation Plan ~~sold 500 shares~~had no sales of Saia stock ~~at an average price of $224.85~~ during the period of ~~August~~February 1, ~~2021~~2022 through ~~August 31, 2021.~~February 28, 2022.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of ~~September~~March 1, ~~2021~~2022 through ~~September 30, 2021.~~March 31, 2022.