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, 2023

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 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 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 26,547,937 shares of Common Stock outstanding at October 25, 2023.

1

SAIA, INC. AND SUBSIDIARIES

INDEX

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1:	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3
	Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2023 and 2022	4
	Condensed Consolidated Statements of Stockholders’ Equity for the quarters and nine months ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	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	20
PART II. OTHER INFORMATION
ITEM 1:	Legal Proceedings	21
ITEM 1A:	Risk Factors	21
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	21
ITEM 6:	Exhibits	22
Signature		23

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

	September 30, 2023			December 31, 2022
Assets	(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	249,262		$	187,390
Accounts receivable, net		345,940			290,306
Prepaid expenses		28,485			22,525
Income tax receivable		14,434			23,438
Other current assets		7,472			7,227
Total current assets		645,593			530,886
Property and Equipment, at cost		2,789,357			2,478,824
Less: accumulated depreciation and amortization		1,115,858			996,204
Net property and equipment		1,673,499			1,482,620
Operating Lease Right-of-Use Assets		126,122			120,455
Goodwill and Identifiable Intangibles, net		17,509			18,149
Other Noncurrent Assets		22,596			22,600
Total assets	$	2,485,319		$	2,174,710
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	112,594		$	99,792
Wages, vacation and employees’ benefits		77,721			66,684
Claims and insurance accruals		46,047			45,481
Other current liabilities		25,090			22,684
Current portion of long-term debt		10,971			14,519
Current portion of operating lease liability		26,805			24,925
Total current liabilities		299,228			274,085
Other Liabilities:
Long-term debt, less current portion		7,963			16,489
Operating lease liability, less current portion		102,848			98,581
Deferred income taxes		163,267			145,771
Claims, insurance and other		62,550			60,443
Total other liabilities		336,628			321,284
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,      26,547,937 and 26,464,197 shares issued and outstanding at      September 30, 2023 and December 31, 2022, respectively		27			26
Additional paid-in-capital		282,175			277,366
Deferred compensation trust, 69,682 and 69,982 shares of common      stock at cost at September 30, 2023 and December 31, 2022, respectively		(5,565	)		(5,248	)
Retained earnings		1,572,826			1,307,197
Total stockholders’ equity		1,849,463			1,579,341
Total liabilities and stockholders’ equity	$	2,485,319		$	2,174,710

See accompanying notes to condensed consolidated financial statements.

3

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters and nine months ended September 30, 2023 and 2022

(unaudited)

	Third Quarter						Nine Months
	2023			2022			2023			2022
	(in thousands, except per share data)
Operating Revenue	$	775,144		$	729,561		$	2,130,301		$	2,136,331
Operating Expenses:
Salaries, wages and employees' benefits		344,605			297,247			955,449			881,762
Purchased transportation		76,746			85,452			173,244			255,519
Fuel, operating expenses and supplies		144,282			145,461			419,397			413,762
Operating taxes and licenses		17,018			16,261			51,540			48,813
Claims and insurance		18,024			15,988			49,039			40,940
Depreciation and amortization		45,618			40,682			133,156			117,578
Other operating, net		416			115			643			160
Total operating expenses		646,709			601,206			1,782,468			1,758,534
Operating Income		128,435			128,355			347,833			377,797
Nonoperating (Income) Expenses:
Interest expense		454			581			1,600			1,941
Interest income		(2,423	)		(72	)		(3,050	)		(134	)
Other, net		157			140			(1,336	)		1,206
Nonoperating (income) expenses, net		(1,812	)		649			(2,786	)		3,013
Income Before Income Taxes		130,247			127,706			350,619			374,784
Income Tax Provision		32,034			29,815			84,990			88,224
Net Income	$	98,213		$	97,891		$	265,629		$	286,560
Weighted average common shares outstanding – basic		26,644			26,539			26,626			26,506
Weighted average common shares outstanding – diluted		26,779			26,676			26,755			26,663
Basic Earnings Per Share	$	3.69		$	3.69		$	9.98		$	10.81
Diluted Earnings Per Share	$	3.67		$	3.67		$	9.93		$	10.75

See accompanying notes to condensed consolidated financial statements.

4

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters and nine months ended September 30, 2023 and 2022

(unaudited)

	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

5

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands)
Balance at December 31, 2021		26,337	$	26	$	274,633		$	(4,101	)	$	949,775	$	1,220,333
Stock compensation, including options and long-term incentives		—		—		2,056			—			—		2,056
Exercise of stock options, less shares withheld for taxes		10		—		907			—			—		907
Shares issued for long-term incentive awards, net of shares withheld for taxes		61		—		(11,230	)		—			—		(11,230	)
Purchase of shares by Deferred Compensation Trust		—		—		2,445			(2,445	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(1,066	)		1,066			—		—
Net income		—		—		—			—			79,424		79,424
Balance at March 31, 2022		26,408	$	26	$	267,745		$	(5,480	)	$	1,029,199	$	1,291,490
Stock compensation, including options and long-term incentives		—		—		1,756			—			—		1,756
Director deferred share activity		3		—		1,170			—			—		1,170
Exercise of stock options, less shares withheld for taxes		1		—		101			—			—		101
Purchase of shares by Deferred Compensation Trust		—		—		631			(631	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(8	)		8			—		—
Net income		—		—		—			—			109,245		109,245
Balance at June 30, 2022		26,412	$	26	$	271,395		$	(6,103	)	$	1,138,444	$	1,403,762
Stock compensation, including options and long-term incentives		—		—		1,894			—			—		1,894
Exercise of stock options less shares withheld for taxes		48		—		3,408			—			—		3,408
Shares issued for long-term incentive awards, net of shares withheld for taxes		2		—		(473	)		—			—		(473	)
Purchase of shares by Deferred Compensation Trust		—		—		93			(93	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(959	)		959			—		—
Net income		—		—		—			—			97,891		97,891
Balance at September 30, 2022		26,462	$	26	$	275,358		$	(5,237	)	$	1,236,335	$	1,506,482

See accompanying notes to condensed consolidated financial statements.

6

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(unaudited)

	Nine Months
	2023			2022
	(in thousands)
Operating Activities:
Net income	$	265,629		$	286,560
Noncash items included in net income:
Depreciation and amortization		133,156			117,578
Deferred income taxes		17,496			824
Other, net		12,158			268
Changes in operating assets and liabilities:
Accounts receivable		(58,005	)		(60,684	)
Accounts payable		25,160			392
Change in other assets and liabilities, net		20,674			(864	)
Net cash provided by operating activities		416,268			344,074
Investing Activities:
Acquisition of property and equipment		(340,528	)		(279,057	)
Proceeds from disposal of property and equipment		2,141			1,061
Other		1,379			—
Net cash used in investing activities		(337,008	)		(277,996	)
Financing Activities:
Repayments of revolving credit agreement		—			(1,000	)
Borrowings of revolving credit agreement		—			1,000
Proceeds from stock option exercises		4,791			4,416
Shares withheld for taxes		(9,126	)		(11,703	)
Repayment of finance leases		(12,074	)		(15,554	)
Other financing activity