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 ~~26,408,402~~26,532,778 shares of Common Stock outstanding at April ~~29, 2022.~~26, 2023.


	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Assets	(in thousands, except share and per share data)						(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	141,325		$	106,588		$	166,425		$	187,390
Accounts receivable, net		322,343			276,755			294,917			290,306
Prepaid expenses and other		46,998			32,912
Prepaid expenses								38,635			22,525
Income tax receivable								6,391			23,438
Other current assets								7,146			7,227
Total current assets		510,666			416,255			513,514			530,886
Property and Equipment, at cost		2,162,492			2,144,528			2,602,963			2,478,824
Less: accumulated depreciation		890,927			864,074			1,034,649			996,204
Net property and equipment		1,271,565			1,280,454			1,568,314			1,482,620
Operating Lease Right-of-Use Assets		103,892			107,781			115,484			120,455
Goodwill and Identifiable Intangibles, net		18,866			19,157			17,936			18,149
Other Noncurrent Assets		27,360			21,603			27,551			22,600
Total assets	$	1,932,349		$	1,845,250		$	2,242,799		$	2,174,710
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	130,163		$	114,010		$	108,362		$	99,792
Wages, vacation and employees’ benefits		62,125			73,109			54,706			66,684
Claims and insurance accruals		44,853			54,717			43,276			45,481
Other current liabilities		61,618			38,551			24,479			22,684
Current portion of long-term debt		18,373			19,396			14,452			14,519
Current portion of operating lease liability		21,989			21,565			25,256			24,925
Total current liabilities		339,121			321,348			270,531			274,085
Other Liabilities:
Long-term debt, less current portion		26,506			31,008			12,052			16,489
Operating lease liability, less current portion		84,062			88,409			93,649			98,581
Deferred income taxes		122,106			124,137			151,509			145,771
Claims, insurance and other		69,064			60,015			64,118			60,443
Total other liabilities		301,738			303,569			321,328			321,284
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, NaN issued and outstanding		—			—
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,408,402 and 26,336,589 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		26			26
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding								-			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,532,778 and 26,464,197 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								27			26
Additional paid-in-capital		267,745			274,633			273,274			277,366
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	)
Deferred compensation trust, 70,812 and 69,982 shares of common stock at cost at March 31, 2023 and December 31, 2022, respectively								(5,655	)		(5,248	)
Retained earnings		1,029,199			949,775			1,383,294			1,307,197
Total stockholders’ equity		1,291,490			1,220,333			1,650,940			1,579,341
Total liabilities and stockholders’ equity	$	1,932,349		$	1,845,250		$	2,242,799		$	2,174,710


	First Quarter					First Quarter
	2022		2021			2023			2022
	(in thousands, except per share data)					(in thousands, except per share data)
Operating Revenue	$	661,216	$	484,074		$	660,535		$	661,216
Operating Expenses:
Salaries, wages and employees' benefits		289,463		244,437			298,956			289,463
Purchased transportation		78,248		45,031			46,727			78,248
Fuel, operating expenses and supplies		122,771		84,901			141,625			122,771
Operating taxes and licenses		16,573		14,338			17,065			16,573
Claims and insurance		10,736		11,480			14,059			10,736
Depreciation and amortization		39,952		35,372			42,880			39,952
Loss (gain) from property disposals, net		24		(199	)
Other operating, net							80			24
Total operating expenses		557,767		435,360			561,392			557,767
Operating Income		103,449		48,714			99,143			103,449
Nonoperating Expenses (Income):
Interest expense		692		852			688			692
Other, net		235		(131	)		(643	)		235
Nonoperating expenses, net		927		721			45			927
Income Before Income Taxes		102,522		47,993			99,098			102,522
Income Tax Provision		23,098		10,702			23,001			23,098
Net Income	$	79,424	$	37,291		$	76,097		$	79,424

Weighted average common shares outstanding – basic		26,391		26,285			26,600			26,391
Weighted average common shares outstanding – diluted		26,670		26,671			26,702			26,670

Basic Earnings Per Share	$	3.01	$	1.42		$	2.86		$	3.01
Diluted Earnings Per Share	$	2.98	$	1.40		$	2.85		$	2.98

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)															Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
Balance at December 31, 2021		26,336,589	$	26	$	274,633		$	(4,101	)	$	949,775	$	1,220,333
																(in thousands)
Balance at December 31, 2022																	26,464	$	26	$	277,366		$	(5,248	)	$	1,307,197	$	1,579,341
Stock compensation, including options and long-term incentives		—		—		2,056			—			—		2,056			—		—		2,225			—			—		2,225
Exercise of stock options less shares withheld for taxes		10,992		—		907			—			—		907
Exercise of stock options, less shares withheld for taxes																	21		—		2,204			—			—		2,204
Shares issued for long-term incentive awards, net of shares withheld for taxes		60,821		—		(11,230	)		—			—		(11,230	)		48		1		(8,928	)		—			—		(8,927	)
Purchase of shares by Deferred Compensation Trust		—		—		2,445			(2,445	)		—		—			—		—		474			(474	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(1,066	)		1,066			—		—			—		—		(67	)		67			—		—
Net income		—		—		—			—			79,424		79,424			—		—		—			—			76,097		76,097
Balance at March 31, 2022		26,408,402	$	26	$	267,745		$	(5,480	)	$	1,029,199	$	1,291,490
Balance at March 31, 2023																	26,533	$	27	$	273,274		$	(5,655	)	$	1,383,294	$	1,650,940

Common Shares

Common Stock

Additional Paid-in Capital

Deferred Compensation Trust

Retained Earnings

Total

(in thousands, except share data)

Balance at December 31, 2020

26,236,570

$
26

$
267,666

$
(2,944
)

$
696,540

$
961,288

Stock compensation, including options and long-term incentives

—

—

1,711

—

—

1,711

Exercise of stock options less shares withheld for taxes

46,741

—

3,678

—

—

3,678

Shares issued for long-term incentive awards, net of shares withheld for taxes

50,381

—

(6,350
)

—

—

(6,350
)
Purchase of shares by Deferred Compensation Trust

—

—

742

(742
)

—

—

Sale of shares by Deferred Compensation Trust

—

—

(17
)

17

—

—

Net income

—

—

—

—

37,291

37,291

Balance at March 31, 2021

26,333,692

$
26

$
267,430

$
(3,669
)

$
733,831

$
997,618


	First Quarter						First Quarter
	2022			2021			2023			2022
	(in thousands)						(in thousands)
Operating Activities:
Net income	$	79,424		$	37,291		$	76,097		$	79,424
Noncash items included in net income:
Depreciation and amortization		39,952			35,372			42,880			39,952
Deferred income taxes		(2,030	)		1,327			5,738			(2,030	)
Other, net		181			2,365			2,968			181
Changes in operating assets and liabilities, net		(21,566	)		(15,384	)
Changes in operating assets and liabilities:
Accounts receivable								(5,276	)		(46,831	)
Accounts payable								7,008			28,118
Change in other assets, liabilities, net								(10,145	)		(2,853	)
Net cash provided by operating activities		95,961			60,971			119,270			95,961
Investing Activities:
Acquisition of property and equipment		(46,259	)		(25,568	)		(128,415	)		(46,259	)
Proceeds from disposal of property and equipment		883			180			360			883
Net cash used in investing activities		(45,376	)		(25,388	)		(128,055	)		(45,376	)
Financing Activities:
Repayments of revolving credit agreement		—			(7,713	)
Borrowings of revolving credit agreement		—			7,713
Proceeds from stock option exercises		907			3,678			2,204			907
Shares withheld for taxes		(11,230	)		(6,350	)		(8,927	)		(11,230	)
Repayment of finance leases		(5,525	)		(4,959	)		(4,504	)		(5,525	)
Other financing activity								(953	)		—
Net cash used in financing activities		(15,848	)		(7,631	)		(12,180	)		(15,848	)
Net Increase in Cash and Cash Equivalents		34,737			27,952
Net Increase (Decrease) in Cash and Cash Equivalents								(20,965	)		34,737
Cash and Cash Equivalents, beginning of period		106,588			25,308			187,390			106,588
Cash and Cash Equivalents, end of period	$	141,325		$	53,260		$	166,425		$	141,325

(1) Summary of Significant Accounting Policies

Basis of Presentation

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

The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. Operating results for the quarter ended March 31, ~~2022~~2023 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, ~~2022.~~2023.

Business

~~Business~~

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 45 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America. The Company’s customer base is diversified across numerous industries.

Revenue Recognition

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”)~~(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~~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.~~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 transportation services over the transit time of the shipment as it moves from origin to ~~destination. Revenue for services is recognized~~destination based on the 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:

•

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

•

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

•

~~Adjustments to revenue for billing adjustments and collectability.~~

•

Adjustments to revenue for billing adjustments and collectability.

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~~Claims and Insurance Accruals

The Company maintains a significant amount of insurance coverage with third-party insurance carriers that provides various levels of protection for covered risk exposure, including in the ~~transaction price allocated~~areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits, retention amounts and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to ~~future periods for freight services started but not completed at the reporting date. These amounts include the unearned portion~~workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of ~~billed and unbilled amounts for freight shipments in transit~~losses 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”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers,~~ ~~as it relates to additional quantitative disclosures pertaining to remaining performance obligations.~~

~~Claims~~will ultimately incur on reported claims and ~~Insurance~~on claims that have been incurred but not yet reported. Accruals

~~Effective March 1, 2018,~~ ~~the Company entered into a new automobile liability insurance policy with athree-year~~ ~~term.~~ ~~Generally, the Company is responsible for the risk retention amount per occurrence of~~ ~~$2.0 million under the policy.~~ ~~Thereafter, the policy provides insurance coverage for a single loss of~~ ~~$8.0 million,~~ are calculated on reported claims based on an ~~aggregate loss limit of $24.0 million for each policy year, and a $48.0 million~~ ~~aggregate loss limit for the 36-month term originally ended March 1, 2021. Under the policy, the Company could elect to commute the policy with respect to the first 12 months~~evaluation of the ~~policy term~~nature and ~~concurrently extend the policy for an additionalone-yearperiod if paid losses in the first 12 months~~severity of the ~~policy were less than~~ ~~$5.2 million. In August 2019,~~ claim, historical loss experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the ~~Company elected to commute the policy~~accruals 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~~workers’ compensation 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~~bodily injury and ~~the policy was extended for one additional year to March 1, 2022. The Company recognized the remaining~~ ~~$0.3 million of the return premium as a reduction in insurance premium expense in the first quarter of 2022. Effective March 1, 2022, the Company extended the policy term for one additional year to March 1, 2023. Additionally, the Company is required to pay an additional premium of up to~~ ~~$11.0 million~~ ~~if losses paid by the insurer are greater than~~ ~~$17.5 million~~ ~~over the four-year policy period ending March 1, 2023. Based on claims occurring since March 1, 2019,~~ 0 such additional premium was accrued at March 31, 2022. Commencing on August 30, 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 ~~$17.5 million~~, based on the amount of claims paid and the insurer would be released from all liability under the policy ending March 1, 2023. As a result, if the Company elects to commute the policy as to the entire policy term, the Company would be self-insured for $10 million per occurrence for the five years ended March 1, 2023.property damage claims.

~~Effective March 1, 2022,~~ ~~the Company entered into an additional automobile liability insurance policy with athree-year~~ ~~term that is applicable when an occurrence exceeds $10 million.~~ ~~Thereafter, the policy provides insurance coverage for a single loss of~~ ~~an additional $5.0 million, an aggregate loss limit of $10.0 million for each policy year, and a $20.0 million~~ ~~aggregate loss limit for the~~ ~~three-year~~ term ending March 1, 2025. Under the policy, the Company may elect to commute the policy for the three year term if losses incurred are less than $1.4 million and the Company does not elect to renew the policy. In the event the Company elects to commute the policy for such period, it 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,~~ 0 ~~such additional premium was accrued at March 31, 2022~~.

(2) Computation of Earnings Per Share

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


	First Quarter				First Quarter
	2022		2021		2023		2022
Numerator:
Net income	$	79,424	$	37,291	$	76,097	$	79,424
Denominator:
Denominator for basic earnings per share–weighted average common shares		26,391		26,285		26,600		26,391
Dilutive effect of share-based awards		279		386		102		279
Denominator for diluted earnings per share–adjusted weighted average common shares		26,670		26,671		26,702		26,670

Basic Earnings Per Share	$	3.01	$	1.42	$	2.86	$	3.01

Diluted Earnings Per Share	$	2.98	$	1.40	$	2.85	$	2.98

For the ~~quarter~~quarters ended March 31, 2023 and 2022, options and restricted stock for 29,120 and 15,808 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter ended March 31, 2021 options and restricted stock for 20,164 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

(5) Debt and Financing Arrangements

At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, debt consisted of the following (in thousands):


	March 31, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Credit Agreement with Banks, described below	$	—	$	—	$	—	$	—
Finance Leases, described below		44,879		50,404		26,504		31,008
Total debt		44,879		50,404		26,504		31,008
Less: current portion of long-term debt		18,373		19,396		14,452		14,519
Long-term debt, less current portion	$	26,506	$	31,008	$	12,052	$	16,489

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

~~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.~~

Credit Agreement

ThePrior to February 3, 2023, the Company iswas a party to a Sixth Amended and Restated Credit Agreement with ~~its~~a banking group (the Amended Credit Agreement), ~~which provides~~that provided up to a ~~$300~~$300 million revolving line of credit through February ~~2024.~~2024. The Amended Credit Agreement also ~~has~~had an accordion feature that ~~allows~~allowed for an additional $$100 million availability,, subject to certain conditions and availability of lender commitments. ~~The Amended Credit Agreement provides for aLIBOR 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~~was required to 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~~provided 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 contained certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default.

On February 3, 2023, the Company entered into a new unsecured credit agreement with a banking group (the 2023 Credit Agreement) and terminated the Amended Credit Agreement. The 2023 Credit Agreement maintains the amount of the previous line of credit of $300 million and extends the term until February 2028. The 2023 Credit Agreement contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments, for a total borrowing capacity of up to $450 million. Under the 2023 Credit Agreement, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The 2023 Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the ~~Amended~~2023 Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts ~~due~~due..

At March 31, 2023 and December 31, 2022, the Company had 0no outstanding borrowings and outstanding letters of credit of ~~$32.0~~$31.2 million and $31.2 million, respectively, under ~~the Amended Credit Agreement. At December 31, 2021, the Company had 0 outstanding borrowings and outstanding letters of~~these credit ~~of $29.3 million under the Amended Credit Agreement.~~agreements. The available portion of the ~~Amended~~2023 Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements, as needed.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment. Total liabilities recognized under finance leases were ~~$44.9~~$26.5 million and ~~$50.4~~$31.0 million as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. AsAs of March 31, ~~2022~~2023 and December 31, ~~2021~~,2022, approximately ~~$78.4~~$55.6 million and ~~$85.1~~$60.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest rates for the finance leases at March 31, ~~2022~~2023 and December 31, ~~2021~~2022 were ~~3.6~~3.8 percent and ~~3.6~~3.7 percent, respectively.

Principal Maturities of Long-Term Debt

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

Amount

2022

$
14,997

2023

15,409

2024

10,606

2025

5,453

2026

919

Thereafter

—

Total

47,384

Less: Amounts Representing Interest on Finance Leases

2,505

Total

$
44,879

(~~6) COVID-19~~


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

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

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

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

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our ~~2021~~2022 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. 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 I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.

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

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

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

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

The Company’s operating revenue ~~increased~~decreased by ~~36.6~~0.1 percent in the first quarter of ~~2022~~2023 compared to the same period in ~~2021.~~2022. The ~~increase~~decrease resulted primarily from ~~increases~~decreases in shipments and tonnage, partially offset by increased revenue per ~~shipment, tonnage and fuel surcharge revenue.~~ shipment.

Consolidated operating income was $99.1 million for the first quarter of 2023 compared to $103.4 million for the first quarter of ~~2022 compared to $48.7 million for the first quarter of 2021.~~2022. In the first quarter of ~~2022,~~2023, LTL shipments were ~~up 5.7~~down 7.1 percent ~~per workday~~ and LTL tonnage was ~~up 9.5~~down 5.5 percent ~~per workday~~ compared to the prior year quarter. Diluted earnings per share were ~~$2.98~~$2.85 in the first quarter of ~~2022,~~2023 compared to diluted earnings per share of ~~$1.40~~$2.98 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.0 percent in the first quarter of 2023 compared to 84.4 percent in the first quarter of 2022 compared to 89.9 percent in the first quarter of 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.2022.

The Company generated ~~$96.0~~$119.3 million in net cash provided by operating activities in the first three months of ~~2022~~2023 compared with ~~$61.0~~$96.0 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~~ compared to ~~prior~~the same period last year. The Company’s net cash used in investing activities was ~~$45.4~~$128.1 million during the first three months of ~~2022~~2023 compared to ~~$25.4~~$45.4 million in the first three months of ~~2021,~~2022, primarily as a result of increased capital expenditures related to real estate and revenue equipment acquisitions in the first three months of ~~2022.~~2023. The Company’s net cash used in financing activities was ~~$15.8~~$12.2 million in the first three months of ~~2022~~2023 compared to ~~$7.6~~$15.8 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~~ ~~three~~ ~~months of~~ ~~2022.~~ The Company had no outstanding borrowings under its revolving credit agreement, total outstanding letters of credit of ~~$33.8~~$33.0 million and a cash and cash equivalents balance of ~~$141.3~~$166.4 million at March 31, ~~2022.~~2023. The Company also had ~~$44.9~~$26.5 million in obligations under finance leases at March 31, ~~2022.~~2023. At March 31, ~~2022,~~2023, the Company had ~~$268.0~~$268.8 million in availability under the revolving credit facility. The revolving credit facility also has an accordion feature that allows for an additional ~~$100~~$150 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 March 31, ~~2022.~~2023.

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 historically derived from transporting LTL shipments across 45 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services 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~~“Cautionary Note Regarding Forward Looking Statements” and Part II, Item 1A. “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per hundredweight (a measure of yield) and revenue per shipment; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.


							Percent									Percent
							Variance									Variance
	2022			2021			'22 v. '21			2023			2022			'23 v. '22
	(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	$	661,216		$	484,074			36.6	%	$	660,535		$	661,216			(0.1	)	%
Operating Expenses:
Salaries, wages and employees’ benefits		289,463			244,437			18.4			298,956			289,463			3.3
Purchased transportation		78,248			45,031			73.8			46,727			78,248			(40.3	)
Fuel and other operating expenses											172,829			150,104			15.1
Depreciation and amortization		39,952			35,372			12.9			42,880			39,952			7.3
Fuel and other operating expenses		150,104			110,520			35.8
Operating Income		103,449			48,714			112.4			99,143			103,449			(4.2	)
Operating Ratio		84.4	%		89.9	%					85.0	%		84.4	%
Nonoperating Expense		927			721			28.6			45			927			(95.1	)

Working Capital (as of March 31, 2022 and 2021)		171,545			41,057
Working Capital (as of March 31, 2023 and 2022)											242,983			171,545
Cash Flows provided by Operating Activities (year to date)		95,961			60,971						119,270			95,961
Net Acquisitions of Property and Equipment (year to date)		45,376			25,388						128,055			45,376

Saia Motor Freight Operating Statistics:
Workdays		64			63			1.6			64			64
LTL Tonnage		1,387			1,247			11.2			1,311			1,387			(5.5	)
LTL Shipments		1,962			1,826			7.4			1,822			1,962			(7.1	)
LTL Revenue per hundredweight	$	23.29		$	19.18			21.4		$	24.63		$	23.29			5.8
LTL Revenue per shipment	$	329.30		$	261.96			25.7		$	354.37		$	329.30			7.6
LTL Pounds per shipment		1,414			1,366			3.5			1,439			1,414			1.8
LTL Length of haul		915			904			1.2			892			915			(2.5	)

Quarter ended March 31, ~~2022~~2023 compared to quarter ended March 31, ~~2021~~2022

Consolidated revenue for the quarter ended March 31, ~~2022 increased 36.6~~2023 decreased 0.1 percent to ~~$661.2~~$660.5 million primarily as a result of decreases in shipments and tonnage, partially offset by increased revenue per ~~shipment, tonnage and fuel surcharge revenue.~~shipment. For the first quarter of 2023, Saia’s LTL ~~revenue~~tonnage was down 5.5 percent to 1.3 million tons, and LTL shipments decreased 7.1 percent to 1.8 million shipments. Revenue per shipment increased ~~25.7~~7.6 percent to ~~$329.30~~$354.37 per shipment for the first quarter of ~~2022~~2023 as a result of changes in business mix and pricing actions. In spite of overall volume declines, our service initiatives, including our network expansion, continue to allow us to support our improved pricing. For the first quarter of ~~2022, Saia’s LTL tonnage was up 9.5 percent per workday to 1.4 million tons, and LTL shipments increased 5.7 percent per workday to 2.0 million shipments. For the first quarter of 2022,~~2023, approximately 75 to 80 percent of ~~Saia’s~~the Company’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 20 to 25 percent of operating revenue was subject to a general rate ~~increase which is based on market conditions.~~increase. For ~~these~~ customers subject to a general rate increase, ~~on January 24, 2022 and January 18, 2021,~~ Saia implemented ~~7.5~~6.5 and ~~5.9~~7.5 percent general rate increases on January 30, 2023 and January 24, 2022, respectively. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.

Operating revenue includes ~~fuel surcharge~~ revenue recognized from the Company’s fuel surcharge ~~program. That~~ program, which is designed to reduce ~~the Company’s~~ exposure to fluctuations in diesel fuel prices by adjusting ~~total~~ freight charges to account for changes in the price of diesel fuel. The Company’s fuel surcharge is generally based on the average national price for diesel fuel (as published by the United States Energy Information Administration) and is typically reset weekly. Fuel surcharges ~~have remained in effect for several years,~~ are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are an integral part of customer contract negotiations, but represent only one portion of overall customer price ~~negotiations as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa.~~ negotiations. Fuel surcharge revenue as a percentage of operating revenue increased to 17.8 percent for the quarter ended March 31, 2023 compared to 16.8 percent for the quarter ended March 31, 2022, ~~compared to 12.9 percent for the quarter ended March 31, 2021,~~ as a result of pricing structures, changes in mix and increases in the average cost of ~~fuel.~~diesel fuel for the quarter compared to the prior year.

Consolidated operating income was ~~$103.4~~$99.1 million in the first quarter of ~~2022~~2023 compared to ~~$48.7~~$103.4 million in the prior year quarter. Overall, the ~~increase~~decrease in consolidated operating income ~~in the~~ ~~first quarter~~ of ~~2022~~ ~~compared to the~~ ~~first quarter~~ of ~~2021~~was the result of ~~increased tonnage, improved pricing actions, the impact of our fuel surcharge program~~slightly decreased revenue and ~~business mix management~~increases in operating expenses, partially offset by a decrease in purchased transportation expense during the first quarter of ~~2022. These actions in~~ ~~2022~~ ~~combined with the 9.5 percent increase in tonnage per day, along with continued focus on cost controls and operational efficiencies drove improvement during the quarter.~~2023. The first quarter of ~~2022~~2023 operating ratio (operating expenses divided by operating revenue) was ~~84.4~~85.0 percent compared to ~~89.9~~84.4 percent for the same period in ~~2021.~~2022.

Salaries, wages and employees’ benefits increased ~~$45.0~~$9.5 million in the first quarter of ~~2022~~2023 compared to the first quarter of ~~2021.~~2022. This change was ~~mostly caused~~primarily driven by ~~the Company having added~~increased headcount required to support ongoing ~~business growth~~network expansion efforts, offset by a decrease in variable labor costs and ~~network expansion.~~a decrease in incentive compensation. In addition, in ~~August 2021~~July 2022 the Company implemented a salary and wage increase of approximately ~~4.7~~4.3 percent. Purchased transportation ~~increased $33.2~~decreased $31.5 million in the first quarter of ~~2022~~2023 compared to the first quarter of ~~2021~~2022 primarily due to linehaul capacity expansion to support growth 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 milliona decrease in ~~the first quarter 2022~~purchase transportation miles compared to the same period in ~~2021 primarily due~~the 2022, in addition to ~~revenue equipment, real estate and technology investments~~a decrease in ~~the second half of 2021 and the beginning of 2022.~~cost per mile for purchased transportation. Fuel, ~~and other~~ operating expenses and supplies increased ~~$37.9~~by $18.9 million compared to the first quarter of 2022 largely due to increased vehicle maintenance costs, investments in information technology network support and an increase in facility costs due to the opening of 13 new facilities since the first quarter of 2022. Claims and insurance expense in the first quarter of 2023 was $3.3 million higher than the first quarter of 2022 primarily due to higher claims activity. Depreciation and amortization expense increased $2.9 million in the first quarter of ~~2022~~2023 compared to the ~~prior year quarter. This increase was driven primarily by an increase~~same period in ~~fuel, operating expenses and supplies of $39.6 million, largely due to increasing diesel fuel costs and volume increases during the quarter. During the first quarter of~~ 2022 ~~claims and insurance expense was $0.7 million lower than the first quarter of 2021~~ primarily due to ~~slightly lower claims activity overall.~~ongoing investments in revenue equipment, real estate and technology.

~~Substantially all non-operating expenses represent interest expense.~~ Interest expense in the first quarter of ~~2022~~2023 was lower than the same period in ~~2021~~2022 as the Company continued to pay down finance lease obligations.

The effective tax rate was ~~22.5~~23.2 percent and ~~22.3~~22.5 percent for the quarters ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The increase in the first quarter effective tax rate in ~~2022~~2023 is primarily ~~due to~~a result of stock compensation activity and limitations on related deductions.

Net income was $76.1 million, or $2.85 per diluted share, in the ~~reduction~~first quarter of ~~available tax credits related to alternative fuels~~2023 compared to ~~the prior year, as alternative fuel tax credits have not been enacted for 2022.~~

~~Net~~net income ~~was~~of $79.4 million, or $2.98 per diluted share, in the first quarter of ~~2022 compared to net income of $37.3 million, or $1.40 per diluted share, in the first quarter of 2021.~~2022.

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

Current assets at March 31, 2022 increased by $162.4 million as compared to March 31, 2021 and includes an increase in accounts receivable of $79.4 million, and an increase in cash and cash equivalents of $88.1 million. Current liabilities increased by $31.9 million at March 31, 2022 compared to March 31, 2021 largely due to an increase in wages, vacation and employees’ benefits payable. Cash flows provided by operating activities were $96.0 million for the three months ended March 31, 2022 versus $61.0 million for the three months ended 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 three months ended March 31, 2022, net cash used in investing activities was $45.4 million versus $25.4 million in the same period last year, a $20.0 million increase. This increase resulted from increased capital expenditures related 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 2022 will be in excess of $500 million. For the three months ended March 31, 2022, net cash used in financing activities was $15.8 million compared to $7.6 million net cash used in financing activities during the same period last year, as a result ~~of equity based compensation shares withheld for taxes as well as increased repayments of finance leases during the first~~ ~~three~~ ~~months of~~ ~~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. Our outlook for ~~2022~~2023 is dependent on a number of external factors, including ~~geopolitical developments,~~strength of the economy, inflation, labor availability, diesel fuel prices and supply chain ~~and impact of pandemic related shut-downs.~~constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to ~~predict~~.predict. We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while ~~controlling~~seeking to control costs and ~~improving~~improve productivity. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas, further expanding our geographic and terminal network, as well as pricing and yield management. On January 30, 2023 and January 24, 2022 ~~and January 18, 2021,~~ Saia implemented a6.5 and 7.5 ~~and 5.9~~ percent general rate ~~increase,~~increases, respectively, for customers comprising approximately 20 to 25 percent of Saia’s operating revenue. The success of these revenue initiatives is impacted by what proves to be the underlying economic trends, competitor initiatives and other factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”

If we build market share, including through our geographic and terminal expansion, we expect there to be numerous operating leverage cost benefits. Conversely, should the economy continue to soften, we plan to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is impacted by a number of factors, including the cost and availability of drivers, dock workers and ~~other employees~~personnel, and purchased transportation, diesel fuel ~~self-insurance claims~~ and insurance ~~expense, regulatory changes, successful expansion of our service geography throughout the United States, the COVID-19 pandemic~~costs and ~~other factors discussed under “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”~~inflation.

See ~~“Forward-Looking~~“Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” for a more complete discussion of potential risks and uncertainties that could materially adversely affect our ~~future performance.~~financial condition, results of operations, cash flows and prospects.

~~The Company is party to a revolving credit agreement with a group of banks to fund~~ Working capital/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.~~expenditures

The Company is a party to a Sixth Amended and Restated Credit Agreement with its banking group (the Amended Credit Agreement), which provides up to a $300 million 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 Amended Credit Agreement provides for a~~

~~LIBOR rate margin range from~~ ~~100 basis points to 200 basis points, base rate margins~~Working capital at March 31, 2023 was $243.0 million, an increase from ~~minus 50 basis points~~$171.5 million at March 31, 2022.

Current assets at March 31, 2023 increased by $2.8 million as compared 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 March 31, 2022, ~~the Company had no outstanding borrowings~~driven by an increase in cash and ~~outstanding letters~~cash equivalents 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. 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 $44.9~~$25.1 million and ~~$50.4~~an increase in income tax receivables of $6.4 million, aspartially offset by a decrease in accounts receivable of $27.4 million. Current liabilities decreased by $68.6 million at March 31, 2023 compared to March 31, 2022 largely due to a decrease in accounts payable and ~~December 31, 2021, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates~~other current liabilities.

Cash flows provided by operating activities were $119.3 million for the ~~finance leases at~~three months ended March 31, 2023 versus $96.0 million for the three months ended March 31, 2022. The increase is primarily due to a change in working capital compared to the prior year. For the three months ended March 31, 2023, net cash used in investing activities was $128.1 million compared to $45.4 million in the same period last year, an $82.7 million increase. This increase resulted from increased capital expenditures related to real estate and revenue equipment acquisitions as the Company continues to expand its footprint and add density in markets. For the three months ended March 31, 2023, net cash used in financing activities was $12.2 million compared to $15.8 million during the same period last year, as a result of less equity based compensation shares withheld for taxes during the first three months of 2023 compared to the same period in 2022 ~~and December 31, 2021 were 3.6 percent and 3.6 percent, respectively.~~

~~Cash Flows and Expenditures~~in addition to higher proceeds from stock option exercises during 2023.

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 $382.6 million for the year ended December 31, 2021, while net cash used in investing activities was $277.8 million. Cash flows provided by operating activities were $96.0 million for the three months ended March 31, 2022; $35.0 million higher than the first 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~~adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under ~~the Amended Credit Agreement. At March 31, 2022, the Company had $268.0 million in availability under the Amended Credit Agreement. The Company was in compliance with~~ its ~~debt covenants at March 31, 2022.~~credit agreement, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals.

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

~~Effective March 1, 2022,~~ ~~the Company entered into an additional automobile liability insurance policy with a~~ ~~three-year term~~currently expects 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 2022 are expected to~~in 2023 will be in excess of ~~$500~~$400 million, ~~which represents an increase from 2021 net capital expenditures~~subject to ongoing evaluation of ~~$277 million, inclusive of equipment acquired under finance leases, information technology, and land and structures.~~market conditions. Projected ~~2022~~2023 capital expenditures include a normal replacement ~~cycle~~cycles of revenue equipment and ~~technology investment for~~investments in technology. In addition, the Company plans to add revenue equipment and real estate investments to support our ~~operations.~~growth initiatives. Net capital expenditures were ~~$45.4~~$128.1 million in the first three months of ~~2022.~~2023. Approximately ~~$271.3~~$244.6 million of the ~~2022~~2023 remaining capital budget was committed as of March 31, ~~2022.~~2023.

Prior to February 3, 2023, the Company was party to a Sixth Amended and Restated Credit Agreement (the Amended Credit Agreement) with a banking group that provided up to a $300 million revolving line of credit through February 2024. The Amended Credit Agreement also had an accordion feature that allowed for an additional $100 million availability, subject to certain conditions and availability of lender commitments. The Amended Credit Agreement provided for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under the Amended Credit Agreement.

On February 3, 2023, the Company entered into a new unsecured credit agreement with a banking group (the 2023 Credit Agreement) and terminated the Amended Credit Agreement. The 2023 Credit Agreement maintains the amount of the previous line of credit of $300 million and extends the term until February 2028. The 2023 Credit Agreement contains an accordion feature that allows the Company to increase the size of the facility by up to $150 million, subject to certain conditions and availability of lender commitments, for a total borrowing capacity of up to $450 million. Under the 2023 Credit Agreement, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The 2023 Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the 2023 Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. The Company was in compliance with its debt covenants at March 31, 2023.

At March 31, 2023 and December 31, 2022, the Company had no outstanding borrowings and outstanding letters of credit of $31.2 million, respectively, under these credit agreements. At March 31, 2023, the Company had $268.8 million in availability under the 2023 Credit Agreement. The available portion of the 2023 Credit Agreement may be used for general corporate purposes, including capital expenditures, 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 $26.5 million and $31.0 million as of March 31, 2023 and December 31, 2022, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at March 31, 2023 and December 31, 2022 were 3.8 percent and 3.7 percent, respectively.

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~~Contractual obligations for operating leases at March 31, ~~2022~~2023 totaled ~~$123.8~~$138.2 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~~$27.7 million at March 31, ~~2022,~~2023, which includes both principal and interest ~~components.~~amounts. For the remainder of 2023, $1.4 million of interest payments are anticipated based on borrowings and commitments outstanding at March 31, 2023. See Note 5 to the accompanying unaudited 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~~2023 were ~~$273.2~~$246.0 million, including commitments of ~~$271.3~~$244.6 million for capital expenditures. As of March 31, ~~2022,~~2023, the revolving line of credit had no outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements and amounts outstanding under the ~~outstanding available~~revolving line of credit. As of March 31, ~~2022~~2023 the Company had total outstanding letters of credit of ~~$33.8~~$33.0 million and ~~$74.1~~$55.8 million in surety bonds. Additionally at March 31, 2023, the Company had ~~$268.0~~$268.8 million available under its revolving credit facility, subject to existing debt ~~covenants at~~ ~~March 31, 2022~~.covenants.

In addition to any principal amounts disclosed, the Company has interest obligations of approximately $2.6 million for the remainder of 2022, based on borrowings and commitments outstanding at March 31, 2022.

The Company has accrued approximately ~~$3.0~~$4.1 million for uncertain tax positions and $0.4 million for interest and penalties related to the uncertain tax positions as of March 31, ~~2022.~~2023. At March 31, ~~2022,~~2023, the Company has accrued ~~$110.7~~$93.5 million for claims and insurance liabilities.

There have been no significant changes to the application of the critical accounting policies and estimates contained in our Annual Report on Form 10-K at for the year ended December 31, ~~2021~~.2022. The reader should refer to ~~the Notes to~~ our ~~Consolidated Financial Statements in our~~ ~~2021~~2022 Annual Report on Form 10-K for a full disclosure of all critical accounting policies and ~~estimates.~~estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices. The detail of the Company’s debt structure is more fully described in Note 5 “Debt and Financing Arrangements” of the ~~Notes to Consolidated Financial Statements set forth~~accompanying unaudited condensed financial statements in ~~the Company’s Annual Report on~~this Form ~~10-K for the year ended December 31, 2021.~~10-Q. To help mitigate our risk to rising diesel fuel prices, the Company has ~~implemented a~~an established fuel surcharge program. This program is well established within the industry and customer acceptance of fuel surcharges remains high. Since the amount of fuel surcharge is based on average national fuel prices and is reset weekly, exposure of the Company to fuel price volatility is significantly reduced. However, the fuel surcharge may not fully offset fuel price fluctuations during periods of rapid increases or decreases in the price of fuel and is also subject to overall competitive pricing negotiations.

The following table provides information about the Company’s third-party financial instruments as of March 31, ~~2022.~~2023. The table presents principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of the fixed rate debt (in millions) was estimated based upon level two inputs in the fair value hierarchy. The fair value of finance leases is based on current market interest rates for similar types of financial instruments.

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 addition to the other information included in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. ~~“Risk Factors” of the Company’s~~"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and ~~there~~uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

There have been no material ~~changes.~~changes to the risk factors identified in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.

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 March 31, ~~2022~~2023 and December 31, ~~2021~~2022			3

	Condensed Consolidated Statements of Operations for the quarters ended March 31, ~~2022~~2023 and ~~2021~~2022			4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, ~~2022~~2023 and ~~2021~~2022			5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022			6

	Notes to Condensed Consolidated Financial Statements			7

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations			1210

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk		16
		19

ITEM 4:	Controls and Procedures		16
		20

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings		18
		21

ITEM 1A:	Risk Factors		18
		21

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds		18
		21

~~ITEM 3:~~	~~Defaults Upon Senior Securities~~		21

~~ITEM 4:~~	~~Mine Safety Disclosures~~		21

~~ITEM 5:~~	~~Other Information~~		21

ITEM 6:	Exhibits		19
		22

Signature			20
		23


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		Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on June 9, 2022).

3.4		Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.2 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on June 9, 2022).

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

~~3.4~~ 3.6		Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on December 20, 2010).

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

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

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
.
32.2
~~32.2~~		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
.
101
~~101~~		The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022,~~2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, ~~2022~~2023 and ~~2021~~2022 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, ~~2022~~2023 and ~~2021~~2022 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 (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 March 31, ~~2022~~,2023, formatted in Inline XBRL (included as Exhibit 101).


	SAIA, INC.

Date: ~~May 2, 2022~~April 28, 2023		~~/s/~~ /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


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

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

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

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						—


(1)	Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan sold ~~22,590~~370 shares of Saia stock at an average price of ~~$310.07~~$238.74 during the period of January 1, ~~2022~~2023 through January 31, ~~2022.~~2023.
(3)	The Saia, Inc. Executive Capital Accumulation Plan ~~had no sales~~sold 520 shares of Saia stock at an average price of $295.72 during the period of February 1, ~~2022~~2023 through February 28, ~~2022.~~2023.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of March 1, ~~2022~~2023 through March 31, ~~2022.~~2023.