10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-49983

Saia, Inc.

(Exact name of registrant as specified in its charter)

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

(770) 232-5067

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	SAIA	The Nasdaq Global Select Market

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.

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

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 26,595,075 shares of Common Stock outstanding at October 23, 2024.

SAIA, INC. AND SUBSIDIARIES

INDEX

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1:	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity forthe quarters and nine months endedSeptember 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	19
ITEM 4:	Controls and Procedures	19
PART II. OTHER INFORMATION
ITEM 1:	Legal Proceedings	20
ITEM 1A:	Risk Factors	20
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 5:	Other Information	20
ITEM 6:	Exhibits	21
Signature		22

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

			December 31, 2023
Assets
Current Assets:
Cash and cash equivalents	14,405		$	296,215
Accounts receivable, net	372,396			311,742
Prepaid expenses	35,746			32,648
Income tax receivable	8,329			1,005
Other current assets	6,471			7,084
Total current assets	437,347			648,694
Property and Equipment, at cost	3,704,281			2,881,800
Less: accumulated depreciation and amortization	1,222,373			1,118,492
Net property and equipment	2,481,908			1,763,308
Operating Lease Right-of-Use Assets	121,336			118,734
Goodwill and Identifiable Intangibles, net	16,656			17,296
Other Noncurrent Assets	24,877			35,533
Total assets	3,082,124		$	2,583,565
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	161,241		$	141,877
Wages, vacation and employees’ benefits	70,613			75,514
Claims and insurance accruals	40,799			41,641
Other current liabilities	41,580			27,094
Current portion of long-term debt	6,761			10,173
Current portion of operating lease liability	25,679			25,757
Total current liabilities	346,673			322,056
Other Liabilities:
Long-term debt, less current portion	184,202			6,315
Operating lease liability, less current portion	92,325			96,462
Deferred income taxes	161,867			155,841
Claims, insurance and other	65,572			61,397
Total other liabilities	503,966			320,015
Commitments and Contingencies (Note 3)
Stockholders’ Equity:
Preferred stock, 0.001 par value, 50,000 shares authorized,      none issued and outstanding	-			-
Common stock, 0.001 par value, 100,000,000 shares authorized,     26,595,075 and 26,549,372 shares issued and outstanding at     September 30, 2024 and December 31, 2023, respectively	27			27
Additional paid-in-capital	291,319			285,092
Deferred compensation trust, 70,560 and 69,672 shares of common      stock at cost at September 30, 2024 and December 31, 2023, respectively	(7,877	)		(5,679	)
Retained earnings	1,948,016			1,662,054
Total stockholders’ equity	2,231,485			1,941,494
Total liabilities and stockholders’ equity	3,082,124		$	2,583,565

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters and nine months ended September 30, 2024 and 2023

(unaudited)

	Third Quarter						Nine Months
	2024			2023			2024			2023
	(in thousands, except per share data)
Operating Revenue	$	842,103		$	775,144		$	2,420,122		$	2,130,301
Operating Expenses:
Salaries, wages and employees' benefits		398,134			344,605			1,112,087			955,449
Purchased transportation		65,584			76,746			179,138			173,244
Fuel, operating expenses and supplies		158,733			144,282			475,935			419,397
Operating taxes and licenses		19,942			17,018			59,401			51,540
Claims and insurance		19,274			18,024			55,565			49,039
Depreciation and amortization		54,656			45,618			156,041			133,156
Other operating, net		609			416			1,279			643
Total operating expenses		716,932			646,709			2,039,446			1,782,468
Operating Income		125,171			128,435			380,676			347,833
Nonoperating (Income) Expenses:
Interest expense		2,997			454			5,951			1,600
Interest income		(45	)		(2,423	)		(910	)		(3,050	)
Other, net		(460	)		157			(1,574	)		(1,336	)
Nonoperating (income) expenses, net		2,492			(1,812	)		3,467			(2,786	)
Income Before Income Taxes		122,679			130,247			377,209			350,619
Income Tax Provision		29,931			32,034			91,247			84,990
Net Income	$	92,748		$	98,213		$	285,962		$	265,629
Weighted average common shares outstanding – basic		26,695			26,644			26,686			26,626
Weighted average common shares outstanding – diluted		26,789			26,779			26,785			26,755
Basic Earnings Per Share	$	3.47		$	3.69		$	10.72		$	9.98
Diluted Earnings Per Share	$	3.46		$	3.67		$	10.68		$	9.93

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters and nine months ended September 30, 2024 and 2023

(unaudited)

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)
Balance at December 31, 2023		26,549	$	27	$	285,092		$	(5,679	)	$	1,662,054	$	1,941,494
Stock compensation, including options and long-term incentives		—		—		2,724			—			—		2,724
Exercise of stock options, less shares withheld for taxes		17		—		1,993			—			—		1,993
Shares issued for long-term incentive awards, net of shares withheld for taxes		22		—		(7,968	)		—			—		(7,968	)
Purchase of shares by Deferred Compensation Trust		—		—		314			(314	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(65	)		65			—		—
Net income		—		—		—			—			90,695		90,695
Balance at March 31, 2024		26,588	$	27	$	282,090		$	(5,928	)	$	1,752,749	$	2,028,938
Stock compensation, including options and long-term incentives		—		—		3,207			—			—		3,207
Director deferred share activity		2		—		1,422			—			—		1,422
Purchase of shares by Deferred Compensation Trust		—		—		931			(931	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(39	)		39			—		—
Net income		—		—		—			—			102,519		102,519
Balance at June 30, 2024		26,590	$	27	$	287,611		$	(6,820	)	$	1,855,268	$	2,136,086
Stock compensation, including options and long-term incentives		—		—		3,463			—			—		3,463
Exercise of stock options, less shares withheld for taxes		—		—		40			—			—		40
Shares issued for long-term incentive awards, net of shares withheld for taxes		5		—		(852	)		—			—		(852	)
Purchase of shares by Deferred Compensation Trust						1,572			(1,572	)				—
Sale of shares by Deferred Compensation Trust		—		—		(515	)		515			—		—
Net income		—		—		—			—			92,748		92,748
Balance at September 30, 2024		26,595	$	27	$	291,319		$	(7,877	)	$	1,948,016	$	2,231,485
	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	(in thousands)
Balance at December 31, 2022		26,464	$	26	$	277,366		$	(5,248	)	$	1,307,197	$	1,579,341
Stock compensation, including options and long-term incentives		—		—		2,225			—			—		2,225
Exercise of stock options, less shares withheld for taxes		21		—		2,204			—			—		2,204
Shares issued for long-term incentive awards, net of shares withheld for taxes		48		1		(8,928	)		—			—		(8,927	)
Purchase of shares by Deferred Compensation Trust		—		—		474			(474	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(67	)		67			—		—
Net income		—		—		—			—			76,097		76,097
Balance at March 31, 2023		26,533	$	27	$	273,274		$	(5,655	)	$	1,383,294	$	1,650,940
Stock compensation, including options and long-term incentives		—		—		2,500			—			—		2,500
Director deferred share activity		2		—		1,417			—			—		1,417
Exercise of stock options, less shares withheld for taxes		—		—		46			—			—		46
Sale of shares by Deferred Compensation Trust		—		—		(29	)		29			—		—
Net income		—		—		—			—			91,319		91,319
Balance at June 30, 2023		26,535	$	27	$	277,208		$	(5,626	)	$	1,474,613	$	1,746,222
Stock compensation, including options and long-term incentives		—		—		2,686			—			—		2,686
Exercise of stock options less shares withheld for taxes		12		—		2,541			—			—		2,541
Shares issued for long-term incentive awards, net of shares withheld for taxes		1		—		(199	)		—			—		(199	)
Sale of shares by Deferred Compensation Trust		—		—		(61	)		61			—		—
Net income		—		—		—			—			98,213		98,213
Balance at September 30, 2023		26,548	$	27	$	282,175		$	(5,565	)	$	1,572,826	$	1,849,463

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

(unaudited)

	Nine Months
	2024			2023
	(in thousands)
Operating Activities:
Net income	$	285,962		$	265,629
Noncash items included in net income:
Depreciation and amortization		156,041			133,156
Deferred income taxes		6,026			17,496
Other, net		16,276			12,158
Changes in operating assets and liabilities:
Accounts receivable		(63,771	)		(58,005	)
Accounts payable		12,095			25,160
Change in other assets and liabilities, net		6,334			20,674
Net cash provided by operating activities		418,963			416,268
Investing Activities:
Acquisition of property and equipment		(875,302	)		(340,528	)
Proceeds from disposal of property and equipment		2,079			2,141
Other		4,999			1,379
Net cash used in investing activities		(868,224	)		(337,008	)
Financing Activities:
Repayments of revolving credit facility		(870,100	)		—
Borrowings of revolving credit facility		953,100			—
Borrowings on private shelf agreement		100,000			—
Proceeds from stock option exercises		2,033			4,791
Shares withheld for taxes		(8,820	)		(9,126	)
Repayment of finance leases		(8,525	)		(12,074	)
Other financing activity		(237	)		(979	)
Net cash provided by (used in) financing activities		167,451			(17,388	)
Net (Decrease) Increase in Cash and Cash Equivalents		(281,810	)		61,872
Cash and Cash Equivalents, beginning of period		296,215			187,390
Cash and Cash Equivalents, end of period	$	14,405		$	249,262

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

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

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

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 48 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) 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. 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 transportation services over the transit time of the shipment as it moves from origin to 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 the transit time; and
• 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.

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 areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits and retention and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported. Accruals are calculated on reported claims based on an evaluation of the nature and severity of the claim, historical loss experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily injury and property damage claims.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. The Company periodically evaluates estimated useful lives of property and equipment considering its planned and actual usage, planned and actual maintenance and replacement, and other relevant physical and economic factors that may affect our use of the assets. During the second quarter of 2024, the Company determined that the estimated useful lives of certain of its trailers and dollies should be extended from 14 years to 20 years. This change is recognized prospectively. The changes in estimates resulted in an increase in income from continuing operations of approximately $2.8 million and $4.9 million (a $2.1 million and $3.7 million increase in net income) for the three and nine months ended September 30, 2024, respectively.

(2) Computation of Earnings Per Share

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

	Third Quarter				Nine Months
	2024		2023		2024		2023
Numerator:
Net income	$	92,748	$	98,213	$	285,962	$	265,629
Denominator:
Denominator for basic earnings per share–weighted<br>     average common shares		26,695		26,644		26,686		26,626
Dilutive effect of share-based awards		94		135		99		129
Denominator for diluted earnings per share–adjusted<br>     weighted average common shares		26,789		26,779		26,785		26,755
Basic Earnings Per Share	$	3.47	$	3.69	$	10.72	$	9.98
Diluted Earnings Per Share	$	3.46	$	3.67	$	10.68	$	9.93

For both the quarter and nine months ended September 30, 2024, there were no anti-dilutive shares of common stock that were excluded from the calculation of diluted earnings per share. For the quarter and nine months ended September 30, 2023, options and restricted stock in the aggregate for 5,370 and 6,154 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

(3) Commitments and Contingencies

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

(4) Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of September 30, 2024 and December 31, 2023, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at September 30, 2024 and December 31, 2023 was $191.8 million and $16.1 million, respectively. The fair value of fixed rate debt is based on current market interest rates for similar types of financial instruments, reflective of level two inputs. The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company. The carrying value of the debt was $191.0 million and $16.5 million at September 30, 2024 and December 31, 2023, respectively.

(5) Debt and Financing Arrangements

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

	September 30, 2024		December 31, 2023
Credit Arrangements, described below	$	183,000	$	—
Finance Leases, described below		7,963		16,488
Total debt		190,963		16,488
Less: current portion of long-term debt		6,761		10,173
Long-term debt, less current portion	$	184,202	$	6,315

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

Credit Arrangements

Revolving Credit Facility

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

At September 30, 2024, the Company had outstanding borrowings of $83.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility. At December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million under the Revolving Credit Facility. At September 30, 2024, the Company had $184.8 million in availability under the Revolving Credit Facility.

Private Shelf Agreement

On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.

Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature five years after the date on which the Initial Notes were issued, on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

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

The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at September 30, 2024.

At September 30, 2024 and December 31, 2023, the Company had outstanding borrowings under the Shelf Agreement of $100.0 million and $0, respectively.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering certain revenue equipment. Total liabilities recognized under the finance leases were $8.0 million and $16.5 million as of September 30, 2024 and December 31, 2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of September 30, 2024 and December 31, 2023, approximately $21.5 million and $38.6 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, 2024 and December 31, 2023 were 4.1 percent and 4.0 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
2024	$	1,723
2025		5,453
2026		995
2027		—
2028		83,000
Thereafter		100,000
Total		191,171
Less: Amounts Representing Interest on Finance Leases		208
Total	$	190,963

(6) Asset Acquisitions

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

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

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

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” 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:

• general economic conditions including downturns or inflationary periods in the business cycle;

• operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors;

• industry-wide external factors largely out of our control;

• cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel;

• inflationary increases in operating expenses and corresponding reductions of profitability;

• cost and availability of diesel fuel and fuel surcharges;

• cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;

• failure to successfully execute the strategy to expand our service geography;

• unexpected liabilities resulting from the acquisition of real estate assets;

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

• failure to keep pace with technological developments;

• liabilities and costs arising from the use of artificial intelligence;

• labor relations, including the adverse impact should a portion of our workforce become unionized;

• cost, availability and resale value of real property and revenue equipment;

• supply chain disruption and delays on new equipment delivery;

• capacity and highway infrastructure constraints;

• risks arising from international business operations and relationships;

• seasonal factors, harsh weather and disasters caused by climate change;

• economic declines in the geographic regions or industries in which our customers operate;

• the creditworthiness of our customers and their ability to pay for services;

• our need for capital and uncertainty of the credit markets;

• the possibility of defaults under our debt agreements, including violation of financial covenants;

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

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

• dependence on key employees;

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

• increased costs of healthcare benefits;

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

• failure to make future acquisitions or to achieve acquisition synergies;

• the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;

• the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

• the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;

• unforeseen costs from new and existing data privacy laws;

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

• changes in accounting and financial standards or practices;

• widespread outbreak of an illness or any other communicable disease;

• international conflicts and geopolitical instability;

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

• provisions in our governing documents and Delaware law that may have anti-takeover effects;

• issuances of equity that would dilute stock ownership;

• weakness, disruption or loss of confidence in financial or credit markets; and

• other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

These factors and risks are described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.

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

Executive Overview

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

Third Quarter Overview

The Company’s operating revenue increased by 8.6 percent in the third quarter of 2024 compared to the same period in 2023. The increase resulted primarily from increases in shipments and tonnage. In the third quarter of 2024, LTL shipments per workday were up 8.5 percent and LTL tonnage per workday was up 7.7 percent compared to the prior year quarter.

Consolidated operating income was $125.2 million for the third quarter of 2024 compared to $128.4 million for the third quarter of 2023. Diluted earnings per share were $3.46 in the third quarter of 2024 compared to diluted earnings per share of $3.67 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.1 percent in the third quarter of 2024 compared to 83.4 percent in the third quarter of 2023. The Company generated $419.0 million in net cash provided by operating activities in the first nine months of 2024 compared with $416.3 million in the same period last year. The Company opened eleven new terminals and relocated one additional terminal during the third quarter of 2024.

General

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

Saia is a transportation company headquartered in Johns Creek, Georgia that provides 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 48 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 “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per hundredweight (a measure of yield) and revenue per shipment; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended September 30, 2024 and 2023

(unaudited)

							Percent
							Variance
	2024			2023			'24 v. '23
	(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul)
Operating Revenue	$	842,103		$	775,144			8.6		%
Operating Expenses:
Salaries, wages and employees’ benefits		398,134			344,605			15.5
Purchased transportation		65,584			76,746			(14.5	)
Fuel and other operating expenses		198,558			179,740			10.5
Depreciation and amortization		54,656			45,618			19.8
Operating Income		125,171			128,435			(2.5	)
Operating Ratio		85.1	%		83.4	%
Nonoperating (Income) Expense		2,492			(1,812	)		(237.5	)
Working Capital (as of September 30, 2024 and 2023)		90,674			346,365
Cash Flows provided by Operating Activities (year to date)		418,963			416,268
Net Acquisitions of Property and Equipment (year to date)		873,223			338,387
Saia Motor Freight Operating Statistics:
Workdays		64			63
LTL Tonnage		1,605			1,467			9.4
LTL Shipments		2,379			2,158			10.2
LTL Revenue per hundredweight	$	25.64		$	25.87			(0.9	)
LTL Revenue per hundredweight, excluding fuel surcharge	$	21.75		$	21.39			1.7
LTL Revenue per shipment	$	345.93		$	351.64			(1.6	)
LTL Revenue per shipment, excluding fuel surcharge	$	293.39		$	290.79			0.9
LTL Pounds per shipment		1,349			1,360			(0.8	)
LTL Length of haul		890			896			(0.7	)

Quarter and nine months ended September 30, 2024 compared to quarter and nine months ended September 30, 2023

Revenue and volume

Consolidated revenue for the quarter ended September 30, 2024 increased 8.6 percent to $842.1 million primarily as a result of increases in shipments and tonnage partially as a result of the redistribution of freight due to a competitor bankruptcy in 2023. For the third quarter of 2024, Saia’s LTL tonnage was up 9.4 percent to 1.6 million tons, and LTL shipments increased 10.2 percent to 2.4 million shipments. LTL revenue per hundredweight, excluding fuel surcharge, increased 1.7 percent to $21.75 per hundredweight for the third quarter of 2024 as a result of changes in business mix and pricing actions. For the third quarter of 2024, approximately 75 percent of the Company’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented 7.5 and 6.5 percent general rate increases on December 4, 2023 and January 30, 2023, respectively. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.

Operating revenue includes revenue recognized from the Company’s fuel surcharge program, which is designed to reduce 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 are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are an integral part of customer contract negotiations, but represent only one portion of overall customer price negotiations, as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue decreased to 14.8 percent for the quarter ended September 30, 2024 compared to 16.9 percent for the quarter ended September 30, 2023, as a result of decreases in the average cost of diesel fuel and changes in customer mix.

For the nine months ended September 30, 2024, operating revenues were $2.4 billion, up 13.6 percent from operating revenues for the nine months ended September 30, 2023 primarily as a result of increases in shipments and tonnage partially as a result of the redistribution of freight due to a competitor bankruptcy in 2023. Fuel surcharge revenue as a percentage of operating revenue decreased to 15.3 percent for the nine months ended September 30, 2024 compared to 16.9 percent for the nine months ended September 30, 2023, as a result of decreases in the average cost of diesel fuel and changes in customer mix.

Operating expenses and margin

Consolidated operating income was $125.2 million in the third quarter of 2024 compared to $128.4 million in the prior year quarter. Overall, the decrease in consolidated operating income was the result of increased operating expenses, primarily driven by the expanded footprint of opening eighteen new terminals and eight relocations during the past twelve months, partially offset by increased volumes during the third quarter of 2024. The third quarter of 2024 operating ratio (operating expenses divided by operating revenue) was 85.1 percent compared to 83.4 percent for the same period in 2023.

Salaries, wages and employees’ benefits increased $53.5 million in the third quarter of 2024 compared to the third quarter of 2023. This change was primarily driven by increases in headcount, employee hours worked and training hours in response to overall increased volumes and expanded footprint, and by a Company-wide wage increase in July 2024 of approximately 4.1 percent. In addition, workers’ compensation expense increased by approximately $5.1 million related to new claims, unfavorable development on existing claims and increased headcount. Purchased transportation decreased $11.2 million in the third quarter of 2024 compared to the third quarter of 2023 primarily due to a decrease in LTL purchased transportation miles as a result of workforce and network optimization. Fuel, operating expenses and supplies increased by $14.5 million compared to the third quarter of 2023 largely due to increased facility costs and administrative costs related to increased volumes and the expanded footprint. Claims and insurance expense in the third quarter of 2024 was $1.3 million higher than the third quarter of 2023 primarily due to increased claim activity and development of open cases. Depreciation and amortization expense increased $9.0 million in the third quarter of 2024 compared to the same period in 2023 primarily due to ongoing investments in revenue equipment, real estate and technology.

For the nine months ended September 30, 2024, consolidated operating income was $380.7 million, up 9.4 percent compared to $347.8 million for the nine months ended September 30, 2023. This increase in consolidated operating income was the result of increased volumes partially offset by increased operating expenses during the during the first nine months of 2024.

Salaries, wages and benefits increased $156.6 million during the first nine months of 2024 compared to the same period last year. This change was primarily driven by increased volumes and expanded footprint, and by a Company-wide wage increase in July 2024 of approximately 4.1 percent. In addition, other employee related costs increased, including increased training hours and unfavorable development of workers’ compensation claims. Purchased transportation increased $5.9 million for the first nine months of 2024

compared to the same period in the prior year primarily due to increased non-asset truckload volume. Fuel, operating expenses and supplies increased $56.5 million during the first nine months of 2024 compared to the same period last year largely due to increased facility costs and administrative costs related to increased volumes and expanded footprint. During the first nine months of 2024, claims and insurance expense was $6.5 million higher than the same period last year primarily due to increased claim activity and development of open claims. Depreciation and amortization expense increased $22.9 million during the first nine months of 2024 compared to the same period in 2023 primarily due to ongoing investments in revenue equipment and network expansion.

Other

Interest expense for the quarter and nine months ended September 30, 2024 was higher than the same period in 2023 due to interest expense related to increased borrowings under the credit arrangements.

Interest income for the quarter and nine months ended September 30, 2024 was lower than the same period in 2023 due to decreased deposit balances during the period.

The effective tax rate was 24.4 percent and 24.6 percent for the quarters ended September 30, 2024 and 2023, respectively. For both the nine months ended September 30, 2024 and 2023, the effective tax rate was 24.2 percent.

Net income was $92.7 million, or $3.46 per diluted share, in the third quarter of 2024 compared to net income of $98.2 million, or $3.67 per diluted share, in the third quarter of 2023. Net income was $286.0 million, or $10.68 per diluted share, for the first nine months of 2024 compared to net income of $265.6 million, or $9.93 per diluted share, for the first nine months of 2023.

Outlook

Our business remains highly correlated to non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including strength of the economy, inflation, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. 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 mix management. On October 21, 2024, December 4, 2023 and January 30, 2023 Saia implemented 7.9, 7.5 and 6.5 percent general rate increases, respectively, for customers comprising approximately 25 percent of Saia’s operating revenue. The extent of 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.”

With our objective of building market share, including through our geographic and terminal expansion, we expect there to be numerous operating leverage cost benefits. Conversely, should the economy 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 personnel, and purchased transportation, diesel fuel and insurance costs and inflation.

Effective July 2024, the Company implemented a market competitive salary and wage increase for all employees. The increase was approximately 4.1 percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

See “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 financial condition, results of operations, cash flows and prospects.

Financial Condition, Liquidity and Capital Resources

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

Working capital/capital expenditures

Working capital at September 30, 2024 was $90.7 million, a decrease from $346.4 million at September 30, 2023.

Current assets at September 30, 2024 decreased by $208.2 million as compared to September 30, 2023, driven by a decrease in cash and cash equivalents of $234.9 million to fund the Yellow Corporation real estate acquisitions, partially offset by an increase in accounts

receivable of $26.5 million. Current liabilities increased by $47.4 million at September 30, 2024 compared to September 30, 2023 largely due to an increase in accounts payable and other current liabilities.

A summary of our cash activity is presented below:

	Nine Months
	2024	2023
	(in thousands)
Cash and Cash Equivalents, beginning of period	$296,215	$187,390
Net Cash flows provided by (used in):
Operating activities	418,963	416,268
Investing activities	(868,224)	(337,008)
Financing activities	167,451	(17,388)
Net (Decrease) Increase in Cash and Cash Equivalents	(281,810)	61,872
Cash and Cash Equivalents, end of period	$14,405	$249,262

Cash flows provided by operating activities were $419.0 million for the nine months ended September 30, 2024 versus $416.3 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, net cash used in investing activities was $868.2 million compared to $337.0 million in the same period last year, a $531.2 million increase. This increase resulted from the acquisition of terminals from Yellow Corporation in January 2024 in addition to increased purchases of revenue equipment to support higher volumes and expanded footprint. For the nine months ended September 30, 2024, net cash provided by financing activities was $167.5 million compared to $17.4 million net cash used in financing activities during the same period last year, as a result of borrowings to fund capital expenditures during the first nine months of 2024.

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. The timing of capital expenditures can largely be managed around the seasonal working capital requirements of the Company. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its credit arrangements, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements.

The Company currently anticipates that net capital expenditures in 2024 will be approximately $1 billion, subject to ongoing evaluation of market conditions. Anticipated capital expenditures for the remainder of the year include normal replacement cycles of revenue equipment, investments in technology and revenue equipment and real estate investments to support our growth initiatives, including the plan to open four additional terminals in the fourth quarter. Net capital expenditures were $873.2 million in the first nine months of 2024 and include $235.7 million for the acquisition of 17 Yellow Corporation freight terminals. Additionally, $7.9 million was used to fund the acquisition of Yellow Corporation's interest in leases for 11 freight terminals and the payment of cure costs. Approximately $90.3 million of the 2024 remaining capital budget was committed as of September 30, 2024.

Credit Arrangements

Revolving Credit Facility

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

At September 30, 2024 the Company had outstanding borrowings of $83.0 million and outstanding letters of credit $32.2 million under the Revolving Credit Facility. As of December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit

of $32.1 million under the Revolving Credit Facility. At September 30, 2024, the Company had $184.8 million in availability under the Revolving Credit Facility.

Private Shelf Agreement

On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), by and among the Company, PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.

Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature five years after the date on which the Initial Notes were issued, on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

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

The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at September 30, 2024.

At September 30, 2024 and December 31, 2023, the Company had outstanding borrowings under the Shelf Agreement of $100.0 million and $0, respectively.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering certain revenue equipment. Total liabilities recognized under the finance leases were $8.0 million and $16.5 million as of September 30, 2024 and December 31, 2023, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at September 30, 2024 and December 31, 2023 were 4.1 percent and 4.0 percent, respectively.

Contractual Obligations

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations. Contractual obligations for operating leases at September 30, 2024 totaled $140.7 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. Contractual obligations in the form of finance leases were $8.2 million at September 30, 2024, which includes both principal and interest amounts. For the remainder of 2024, $3.9 million of interest payments are anticipated based on borrowings and commitments outstanding at September 30, 2024. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this 10-Q. Purchase obligations at September 30, 2024 were $90.5 million, including commitments of $90.3 million for capital expenditures. As of September 30, 2024, the Revolving Credit Facility had $83.0 million outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of September 30, 2024 the Company had total outstanding letters of credit of $32.2 million and $60.4 million in surety bonds.

The Company has accrued approximately $4.6 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of September 30, 2024. At September 30, 2024, the Company has accrued $87.0 million for claims and insurance liabilities.

Critical Accounting Policies and Estimates

There have been no significant changes to the application of the critical accounting policies and estimates contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The reader should refer to our 2023 Annual Report on Form 10-K for a full disclosure of all critical accounting policies and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices. To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program. The detail of the Company’s debt structure is more fully described in Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q.

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

							2024
	2024	2025	2026	2027	2028	Thereafter	Total	Fair Value
Fixed rate debt	$1.7	$5.3	$1.0	$—	$—	$100.0	$108.0	$108.8
Average interest rate	3.7%	4.3%	3.5%	—	—	6.1%	4.1%
Variable rate debt	$—	$—	$—	$—	$83.0	$—	$83.0	$83.0
Average interest rate	—	—	—	—	6.9%	—	6.9%

Item 4. Controls and Procedures

Quarterly Controls Evaluation and Related CEO and CFO Certifications

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

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

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

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

Definition of Disclosure Controls

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

Limitations on the Effectiveness of Controls

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

Item 1. Legal Proceedings — For a description of legal proceedings, see Note 3 “Commitments and Contingencies” of the accompanying unaudited condensed consolidated financial statements.

Item 1A. Risk Factors — 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” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and 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 to the risk factors identified in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2023.

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

Issuer Purchases of Equity Securities
Period	(a) Total<br>Number of<br>Shares (or<br>Units)<br>Purchased (1)		(b) Average<br>Price Paid<br>per Share<br>(or Unit)		(c) Total Number<br>of Shares (or Units)<br>Purchased as Part<br>of Publicly<br>Announced Plans<br>or Programs	(d) Maximum<br>Number (or<br>Approximate Dollar<br>Value) of Shares (or<br>Units) that may Yet<br>be Purchased under<br>the Plans or Programs
July 1, 2024 through
July 31, 2024	450	(2)	$400.60	(2)	—	$—
August 1, 2024 through
August 31, 2024	3,110	(3)	$383.28	(3)	—	—
September 1, 2024 through
September 30, 2024	500	(4)	$399.49	(4)	—	—
Total	4,060				—
(1)	Any shares purchased by the Saia, Inc. Executive Capital Accumulation Plan are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
---	---
(2)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of July 1, 2024 through July 31, 2024.
(3)	The Saia, Inc. Executive Capital Accumulation Plan sold 4,274 shares of Saia stock at an average price of $386.60 during the period of August 1, 2024 through August 31, 2024.
(4)	The Saia, Inc. Executive Capital Accumulation Plan sold 528 shares of Saia stock at an average price of $386.63 during the period of September 1, 2024 through September 30, 2024.

Item 5. Other Information — During the three months ended September 30, 2024, none of our directors or Section 16 officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits

Exhibit
Number	Description of Exhibit
2.1	Asset Purchase Agreement dated December 5, 2023 by and among Saia, Inc., Saia Motor Freight Line, LLC, Yellow Corporation, New Penn Motor Express LLC, USF Holland LLC, USF Reddaway Inc., YRC Inc. and YRC Freight Canada Company (incorporated by reference to Exhibit 2.1 of Saia, Inc’s Form 8-K (File No. 0-49983) filed on December 11, 2023).
3.1	Second Amended and 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 May 1, 2024).
3.2	Amended and Restated By-laws of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 29, 2008).
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, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2024 and 2023 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended September 30, 2024 and 2023 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (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, 2024, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURE

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

	SAIA, INC.
Date: October 25, 2024		/s/ Matthew J. Batteh
		Matthew J. Batteh
		Executive Vice President and Chief Financial Officer

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Frederick J. Holzgrefe, certify that:

• I have reviewed this quarterly report on Form 10-Q of Saia, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 25, 2024

/s/ Frederick J. Holzgrefe
Frederick J. Holzgrefe
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Matthew J. Batteh, certify that:

• I have reviewed this quarterly report on Form 10-Q of Saia, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 25, 2024

/s/ Matthew J. Batteh
Matthew J. Batteh
Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Frederick J. Holzgrefe, President and Chief Executive Officer of Saia, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

• The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Frederick J. Holzgrefe
Frederick J. Holzgrefe
President and Chief Executive Officer
Saia, Inc.
October 25, 2024

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Saia, Inc. and will be retained by Saia, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew J. Batteh, Executive Vice President and Chief Financial Officer of Saia, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

• The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Matthew J. Batteh
Matthew J. Batteh
Executive Vice President and Chief Financial Officer
Saia, Inc.
October 25, 2024

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Saia, Inc. and will be retained by Saia, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.