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 JUNE 30, 2021

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 26,335,096 shares of Common Stock outstanding at July 29, 2021.

SAIA, INC. AND SUBSIDIARIES

INDEX

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1:	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations for the quarters and six months ended June 30, 2021 and 2020	4
	Condensed Consolidated Statements of Stockholders’ Equity for the quarters and six months ended June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	20
ITEM 4:	Controls and Procedures	21
PART II. OTHER INFORMATION
ITEM 1:	Legal Proceedings	22
ITEM 1A:	Risk Factors	22
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	22
ITEM 3:	Defaults Upon Senior Securities	22
ITEM 4:	Mine Safety Disclosures	22
ITEM 5:	Other Information	22
ITEM 6:	Exhibits	23
Signature		24

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

	June 30, 2021			December 31, 2020
Assets	(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	52,860		$	25,308
Accounts receivable, net		261,113			216,899
Income tax receivable		1,598			96
Prepaid expenses and other		38,310			29,393
Total current assets		353,881			271,696
Property and Equipment, at cost		1,983,923			1,901,244
Less: accumulated depreciation		826,983			765,217
Net property and equipment		1,156,940			1,136,027
Operating Lease Right-of-Use Assets		105,965			113,715
Goodwill and Identifiable Intangibles, net		19,739			20,321
Other Noncurrent Assets		10,870			7,015
Total assets	$	1,647,395		$	1,548,774
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	100,499		$	89,381
Wages, vacation and employees’ benefits		65,187			55,392
Claims and insurance accruals		48,533			49,613
Other current liabilities		29,264			40,571
Current portion of long-term debt		21,648			20,588
Current portion of operating lease liability		19,764			20,209
Total current liabilities		284,895			275,754
Other Liabilities:
Long-term debt, less current portion		39,378			50,388
Operating lease liability, less current portion		88,208			95,321
Deferred income taxes		123,000			119,818
Claims, insurance and other		48,756			46,205
Total other liabilities		299,342			311,732
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized,      none issued and outstanding		—			—
Common stock, $0.001 par value, 50,000,000 shares authorized,      26,335,096 and 26,236,570 shares issued and outstanding at      June 30, 2021 and December 31, 2020, respectively		26			26
Additional paid-in-capital		270,608			267,666
Deferred compensation trust, 95,428 and 91,888 shares of common      stock at cost at June 30, 2021 and December 31, 2020, respectively		(3,781	)		(2,944	)
Retained earnings		796,305			696,540
Total stockholders’ equity		1,063,158			961,288
Total liabilities and stockholders’ equity	$	1,647,395		$	1,548,774

See accompanying notes to condensed consolidated financial statements.

3

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters and six months ended June 30, 2021 and 2020

(unaudited)

	Second Quarter						Six Months
	2021			2020			2021			2020
	(in thousands, except per share data)
Operating Revenue	$	571,333		$	418,114		$	1,055,407		$	864,510
Operating Expenses:
Salaries, wages and employees' benefits		268,786			224,277			513,223			462,922
Purchased transportation		62,481			26,406			107,512			56,465
Fuel, operating expenses and supplies		90,664			65,902			175,565			148,801
Operating taxes and licenses		14,559			13,743			28,897			28,139
Claims and insurance		17,328			18,293			28,808			28,714
Depreciation and amortization		34,659			33,664			70,031			66,254
Loss (gain) from property disposals, net		(69	)		148			(268	)		(1,242	)
Total operating expenses		488,408			382,433			923,768			790,053
Operating Income		82,925			35,681			131,639			74,457
Nonoperating Expenses (Income):
Interest expense		834			1,594			1,686			2,996
Other, net		(430	)		(751	)		(561	)		(204	)
Nonoperating expenses, net		404			843			1,125			2,792
Income Before Income Taxes		82,521			34,838			130,514			71,665
Income Tax Provision		20,047			6,384			30,749			15,100
Net Income	$	62,474		$	28,454		$	99,765		$	56,565
Weighted average common shares outstanding – basic		26,332			26,134			26,309			26,102
Weighted average common shares outstanding – diluted		26,704			26,569			26,687			26,543
Basic Earnings Per Share	$	2.37		$	1.09		$	3.79		$	2.17
Diluted Earnings Per Share	$	2.34		$	1.07		$	3.74		$	2.13

See accompanying notes to condensed consolidated financial statements.

4

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters and six months ended June 30, 2021 and 2020

(unaudited)

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)
BALANCE at December 31, 2020		26,236,570	$	26	$	267,666		$	(2,944	)	$	696,540	$	961,288
Stock compensation, including options and long-term incentives		—		—		1,711			—			—		1,711
Exercise of stock options less shares withheld for taxes		46,741		—		3,678			—			—		3,678
Shares issued for long-term incentive awards, net of shares withheld for taxes		50,381		—		(6,350	)		—			—		(6,350	)
Purchase of shares by Deferred Compensation Trust		—		—		742			(742	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(17	)		17			—		—
Net income		—		—		—			—			37,291		37,291
BALANCE at March 31, 2021		26,333,692	$	26	$	267,430		$	(3,669	)	$	733,831	$	997,618
Stock compensation, including options and long-term incentives		—		—		1,810			—			—		1,810
Director deferred share activity		1,404		—		1,256			—			—		1,256
Exercise of stock options less shares withheld for taxes		—		—		—			—			—		—
Shares issued for long-term incentive awards, net of shares withheld for taxes		—		—		—			—			—		—
Purchase of shares by Deferred Compensation Trust		—		—		112			(112	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		—			—			—		—
Net income		—		—		—			—			62,474		62,474
BALANCE at June 30, 2021		26,335,096	$	26	$	270,608		$	(3,781	)	$	796,305	$	1,063,158

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except share data)
BALANCE at December 31, 2019		25,936,532	$	26	$	260,871		$	(3,871	)	$	558,200	$	815,226
Stock compensation, including options and long-term incentives		—		—		1,317			—			—		1,317
Exercise of stock options less shares withheld for taxes		69,640		—		2,137			—			—		2,137
Shares issued for long-term incentive awards, net of shares withheld for taxes		57,176		—		(3,404	)		—			—		(3,404	)
Purchase of shares by Deferred Compensation Trust		—		—		1,146			(1,146	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(59	)		59			—		—
Net income		—		—		—			—			28,111		28,111
BALANCE at March 31, 2020		26,063,348	$	26	$	262,008		$	(4,958	)	$	586,311	$	843,387
Stock compensation, including options and long-term incentives		—		—		1,640			—			—		1,640
Director deferred share activity		71,681		—		1,230			—			—		1,230
Exercise of stock options less shares withheld for taxes		12,800		—		454			—			—		454
Shares issued for long-term incentive awards, net of shares withheld for taxes		1,002		—		(75	)		—			—		(75	)
Purchase of shares by Deferred Compensation Trust		—		—		128			(128	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		(121	)		121			—		—
Net income		—		—		—			—			28,454		28,454
BALANCE at June 30, 2020		26,148,831	$	26	$	265,264		$	(4,965	)	$	614,765	$	875,090

See accompanying notes to condensed consolidated financial statements.

5

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2021 and 2020

(unaudited)

	Six Months
	2021			2020
	(in thousands)
Operating Activities:
Net income	$	99,765		$	56,565
Noncash items included in net  income:
Depreciation and amortization		70,031			66,254
Deferred income taxes		3,183			7,570
Other, net		5,640			7,239
Changes in operating assets and liabilities, net		(38,479	)		10,605
Net cash provided by operating activities		140,140			148,233
Investing Activities:
Acquisition of property and equipment		(100,202	)		(148,865	)
Proceeds from disposal of property and equipment		236			6,143
Net cash used in investing activities		(99,966	)		(142,722	)
Financing Activities:
Repayments of revolving credit agreement		(27,614	)		(221,026	)
Borrowings of revolving credit agreement		27,614			255,097
Proceeds from stock option exercises		3,678			2,591
Shares withheld for taxes		(6,350	)		(3,479	)
Repayment of finance leases		(9,950	)		(9,662	)
Net cash (used in) provided by financing activities		(12,622	)		23,521
Net Increase in Cash and Cash Equivalents		27,552			29,032
Cash and cash equivalents, beginning of period		25,308			248
Cash and cash equivalents, end of period	$	52,860		$	29,280

See accompanying notes to condensed consolidated financial statements.

6

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, 2020.  Operating results for the quarter and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2021.

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

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. A customer may submit many BOLs for transportation services at various times throughout a service agreement term but each shipment represents a distinct service that is a separately identified performance obligation.

The typical transit time to complete a shipment is from one to five days.  Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited services over the transit time of the shipment as it moves from origin to destination. Revenue for services started but not completed at the reporting date is recognized based on transit status at the end of each reporting period.

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

• Revenue associated with shipments in transit is recognized ratably over 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.

7

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

Claims and Insurance Accruals

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

 Accounting Pronouncements Adopted in 2021

In 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard became effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted the standard effective January 1, 2021 and upon adoption this standard did not have a material impact on its consolidated financial statements or related disclosures.

8

(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):

	Second Quarter				Six Months
	2021		2020		2021		2020
Numerator:
Net income	$	62,474	$	28,454	$	99,765	$	56,565
Denominator:
Denominator for basic earnings per share–weighted      average common shares		26,332		26,134		26,309		26,102
Effect of dilutive stock options		107		77		114		87
Effect of other common stock equivalents		265		358		264		354
Denominator for diluted earnings per share–adjusted      weighted average common shares		26,704		26,569		26,687		26,543
Basic Earnings Per Share	$	2.37	$	1.09	$	3.79	$	2.17
Diluted Earnings Per Share	$	2.34	$	1.07	$	3.74	$	2.13

For both the quarter and six months ended June 30, 2021, options and restricted stock for 19,250 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.  For the quarter and six months ended June 30, 2020, options and restricted stock for 48,840 and 65,053 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

(3) Commitments and Contingencies

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

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 June 30, 2021 and December 31, 2020, because of the relatively short maturity of these instruments.  Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at June 30, 2021 and December 31, 2020 was $61.3 million and $71.2 million, respectively, based upon level two in the fair value hierarchy.  The carrying value of the debt was $61.0 million and $71.0 million at June 30, 2021 and December 31, 2020, respectively.

(5) Debt and Financing Arrangements

At June 30, 2021 and December 31, 2020, debt consisted of the following (in thousands):

	June 30, 2021		December 31, 2020
Credit Agreement with Banks, described below	$	—	$	—
Finance Leases, described below		61,026		70,976
Total debt		61,026		70,976
Less: current portion of long-term debt		21,648		20,588
Long-term debt, less current portion	$	39,378	$	50,388

9

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

The Company is party to a revolving credit agreement with a group of banks to fund capital investments, letters of credit and working capital needs.

Credit Agreement

On February 5, 2019, the Company entered into the Sixth Amended and Restated Credit Agreement with its banking group (as amended, the Amended Credit Agreement).  The amendment increased the amount of the revolver from $250 million to $300 million and extended the term until February 2024.  The Amended Credit Agreement also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments.  The amendment reduced the interest rate pricing.  The Amended Credit Agreement provides for a LIBOR rate margin range from 100 basis points to 200 basis points, base rate margins from minus 50 basis points to plus 50 basis points, an unused portion fee from 17.5 basis points to 30 basis points and letter of credit fees from 100 basis points to 200 basis points, in each case based on the Company’s leverage ratio.  Under the Amended Credit Agreement, the Company must maintain a minimum debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio set at 3.25 to 1.00.  The Amended Credit Agreement provides for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement.  The Amended Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

At June 30, 2021, the Company had no outstanding borrowings and outstanding letters of credit of $29.3 million under the Amended Credit Agreement.  At December 31, 2020, the Company had no outstanding borrowings and outstanding letters of credit of $27.2 million under the Amended Credit Agreement.  The available portion of the Amended Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment.  Total liabilities recognized under finance leases were $61.0 million and $71.0 million as of June 30, 2021 and December 31, 2020, respectively.  Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of June 30, 2021 and December 31, 2020, approximately $94.5 million and $100.1 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest rates for the finance leases at June 30, 2021 and December 31, 2020 were 3.5 percent and 3.5 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
2021	$	11,612
2022		20,960
2023		15,409
2024		10,606
2025		5,453
Thereafter		927
Total		64,967
Less: Amounts Representing Interest on Finance Leases		3,941
Total	$	61,026

10

(6) COVID-19

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

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

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. On March 11, 2021, the American Rescue Plan Act of 2021 was signed into law and provides further economic relief and stimulus to deal with the economic impact of the COVID-19 pandemic. The Company continues to monitor any effects that may result from these Acts and other similar legislation or actions in geographies in which our business operates; however, the Company does not believe it will be able to take advantage of the provisions of these Acts.

11

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

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2020 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.  Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

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” and similar words or expressions are intended to identify forward-looking statements.  Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements.  All forward-looking statements reflect the present expectation of future events of our management as of the date of this Quarterly Report on Form 10-Q and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements.  These factors, risks, uncertainties and assumptions include, but are not limited to, the following:

• 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, purchased transportation and fuel;

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

• cost and availability of insurance coverage, including the possibility the Company may be required to pay additional premiums, assume additional liability under its auto liability policy or be unable to obtain insurance coverage;

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

• 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;

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

• cost and availability of real property and revenue equipment;

• 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);

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

• dependence on key employees;

• 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;

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• the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgements 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 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;

• changes in accounting and financial standards or practices;

• widespread outbreak of an illness or any other communicable disease, including the COVID-19 pandemic, or any other health crisis or business disruptions that may arise from the COVID-19 pandemic in the future;

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

• anti-terrorism measures and terrorist events;

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

• issuances of equity that would dilute stock ownership; 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 II, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, 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 to build density in existing geography and to pursue geographic expansion to promote profitable growth and improve our customer value proposition over time. The Company’s business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives have had a positive impact on yield and profitability. The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction. Technology continues to be an important investment that is improving customer experience, operational efficiencies and Company image.

COVID-19

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

Beginning in the latter part of the first quarter of 2020 and through the second quarter of 2020, we experienced lower demand for our transportation services along with increased costs and other challenges related to COVID-19 that adversely affected our business.  We believe we have significant liquidity available to continue business operations in the event of future disruptions from the COVID-19 pandemic. As discussed in the “Financial Condition” section below, the Company has a revolving credit facility (including a $100

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million accordion feature that is available, subject to certain conditions and lender commitments) and other sources of borrowing in place that provides liquidity of up to $300 million in addition to its regular cash inflows from operations. The Company was in compliance with the debt covenants under its debt agreements at June 30, 2021.

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

Second Quarter Overview

The Company’s operating revenue increased by 36.6 percent in the second quarter of 2021 compared to the same period in 2020.  The increase resulted primarily from increases in revenue per shipment and tonnage.  

Consolidated operating income was $82.9 million for the second quarter of 2021 compared to $35.7 million for the second quarter of 2020.  In the second quarter of 2021, LTL shipments were up 15.3 percent per workday and LTL tonnage was up 23.1 percent per workday compared to the prior year quarter. Diluted earnings per share were $2.34 in the second quarter of 2021, compared to diluted earnings per share of $1.07 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.5 percent in the second quarter of 2021 compared to 91.5 percent in the second quarter of 2020. The improved operating ratio compared to prior year is due to the negative economic impact of COVID-19 in the prior year quarter, as well as the Company’s continued focus on pricing initiatives, cost control and operational efficiencies.

The Company generated $140.1 million in net cash provided by operating activities in the first six months of 2021 compared with $148.2 million in the same period last year.  The decrease is primarily due to a change in working capital, largely increases in accounts receivable and cash and cash equivalents, compared to prior year, partially offset by increased profitability.  The Company’s net cash used in investing activities was $100.0 million during the first six months of 2021 compared to $142.7 million in the first six months of 2020, primarily as a result of decreased capital expenditures for revenue equipment in the first six months of 2021 caused by COVID-19 related manufacturing delays for revenue equipment.  The Company’s net cash used in financing activities was $12.6 million in the first six months of 2021 compared to $23.5 million net cash provided by financing activities during the same period last year. This change was primarily due to reduced net borrowings after the Company’s revolver balance was paid in full in the fourth quarter of 2020 and decreased investing activities during the first six months of 2021.  The Company had no outstanding borrowings under its revolving credit agreement, outstanding letters of credit of $31.1 million and a cash and cash equivalents balance of $52.9 million at June 30, 2021.  The Company also had $61.0 million in obligations under finance leases at June 30, 2021.  At June 30, 2021, the Company had $270.7 million in availability under the revolving credit facility, subject to the Company’s satisfaction of existing debt covenants.  The revolving credit facility also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments. The Company was in compliance with the debt covenants under its revolving credit agreement at June 30, 2021.

General

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

Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While more than 97 percent of revenue is derived from transporting LTL shipments across 44 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America.

Our business is highly correlated to non-service sectors of the general economy.  Our business also is impacted by a number of other factors as discussed under “Forward Looking Statements” and Part II, Item 1A. “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per hundredweight (a measure of yield) and revenue per shipment; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.

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Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended June 30, 2021 and 2020

(unaudited)

							Percent
							Variance
	2021			2020			'21 v. '20
	(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment and length of haul)
Operating Revenue	$	571,333		$	418,114			36.6		%
Operating Expenses:
Salaries, wages and employees’ benefits		268,786			224,277			19.8
Purchased transportation		62,481			26,406			136.6
Depreciation and amortization		34,659			33,664			3.0
Fuel and other operating expenses		122,482			98,086			24.9
Operating Income		82,925			35,681			132.4
Operating Ratio		85.5	%		91.5	%		6.6
Nonoperating Expense		404			843			(52.1	)
Working Capital (as of June 30, 2021 and 2020)		68,986			21,549
Cash Flows provided by Operating Activities (year to date)		140,140			148,233
Net Acquisitions of Property and Equipment (year to date)		99,966			142,722
Saia Motor Freight Operating Statistics:
Workdays		64			64			-
LTL Tonnage		1,406			1,142			23.1
LTL Shipments		2,012			1,745			15.3
LTL Revenue per hundredweight	$	19.84		$	17.95			10.5
LTL Revenue per shipment	$	277.24		$	235.08			17.9
LTL Pounds per shipment		1,397			1,309			6.7
LTL Length of haul		911			876			4.0

Quarter and six months ended June 30, 2021 compared to quarter ended June 30, 2020

Revenue and volume

Consolidated revenue for the quarter ended June 30, 2021 increased 36.6 percent to $571.3 million primarily as a result of increased revenue per shipment, shipments and tonnage as the quarter ending June 30, 2020 was negatively impacted by COVID-19.  Saia’s LTL revenue per hundredweight (a measure of yield) increased 10.5 percent to $19.84 per hundredweight for the second quarter of 2021 as a result of changes in business mix.  For the second quarter of 2021, Saia’s LTL tonnage was up 23.1 percent per workday to 1.4 million tons, and LTL shipments increased 15.3 percent per workday to 2.0 million shipments.  For the second quarter of 2021, approximately 75 to 80 percent of Saia’s operating revenue was subject to specific customer price negotiations that occur throughout the year.  The remaining 20 to 25 percent of operating revenue was subject to a general rate increase which is based on market conditions.  For these customers subject to a general rate increase, on January 18, 2021 and February 3, 2020, Saia implemented 5.9 percent general rate increases.  Competitive factors, customer turnover and mix changes, impact the extent to which customer rate increases are retained over time.

Operating revenue includes fuel surcharge revenue from the Company’s fuel surcharge program.  That program is designed to reduce the Company’s exposure to fluctuations in fuel prices by adjusting total freight charges to account for changes in the price of fuel.  The Company’s fuel surcharge is based on the average national price for diesel fuel and is reset weekly.  Fuel surcharges have remained in effect for several years, are widely accepted in the industry and are a significant component of revenue and pricing.  Fuel surcharges are an integral part of customer contract negotiations but represent only one portion of overall customer price negotiations as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue increased to 14.4 percent for the quarter ended June 30, 2021 compared to 10.6 percent for the quarter ended June 30, 2020, as a result of increases in the cost of fuel.

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For the six months ended June 30, 2021, operating revenues were $1.1 billion, up 22.1 percent from $864.5 million for the six months ended June 30, 2020. This increase is primarily due to increased revenue per shipment, shipments and tonnage during the first six months of 2021 compared to the comparable period last year, which was negatively impacted by COVID-19. Fuel surcharge revenue as a percentage of operating revenue increased to 13.7 percent for the six months ended June 30, 2021, compared to 11.8 percent for the six months ended June 30, 2020, as a result of increases in the cost of fuel.

Operating expenses and margin

Consolidated operating income was $82.9 million in the second quarter of 2021 compared to $35.7 million in the prior year quarter.  Overall, the increase in consolidated operating income in the second quarter of 2021 compared to the second quarter of 2020 was the result of the negative impact of COVID-19 in the prior year period. Additionally, pricing actions in 2021 and the 23.1 percent increase in tonnage per day, combined with continued focus on cost controls and operational efficiencies contributed to the improvement.  The second quarter of 2021 operating ratio (operating expenses divided by operating revenue) was 85.5 percent compared to 91.5 percent for the same period in 2020.

Salaries, wages and benefits increased $44.5 million in the second quarter of 2021 compared to the second quarter of 2020 due to lower headcount in the second quarter of 2020 in response to impacts of the COVID-19 pandemic. Additionally, in January 2021 the Company implemented salary and wage increases while significant growth led to higher overall compensation levels.  Fuel, operating expenses and supplies increased $24.8 million in the second quarter of 2021 compared to the prior year quarter largely due to increases in fuel cost due to volume and price per gallon increases during the quarter, in addition to increases in other operating expenses and supplies.  During the second quarter of 2021, claims and insurance expense was $1.0 million lower than the second quarter of 2020 primarily due to lower claims activity. Purchased transportation increased $36.1 million in the second quarter of 2021 compared to the second quarter of 2020 primarily due to surges in demand, capacity constraints in the internal network and higher rates for purchased miles during the second quarter of 2021.

For the six months ended June 30, 2021, consolidated operating income was $131.6 million, up 76.8 percent compared to $74.5 million for the six months ended June 30, 2020. This increase was largely due to the economic impact of COVID-19 in the prior period.

Salaries, wages and benefits increased $50.3 million during the first six months of 2021 compared to the same period last year largely due to higher wages in the first six months of 2021. Additionally, in January 2021 the Company implemented salary and wage increases while significant growth led to higher overall compensation levels.  Fuel, operating expenses and supplies increased $26.8 million during the first six months of 2020 compared to the same period last year largely due to increases in fuel cost due to volume and price per gallon increases during the first six months of 2021, in addition to increases in other operating expenses and supplies.  During the first six months of 2021, claims and insurance expense was $0.1 million higher than the same period last year primarily due to higher premiums, largely offset by decreased claims. Purchased transportation increased $51.0 million for the first six months of 2021 compared to the same period last year primarily due to surges in demand, capacity constraints in the internal network and higher rates for purchased miles during the first six months of 2021.

Other

Substantially all non-operating expenses represent interest expense.  Interest expense in the second quarter of 2021 was lower than the same period in 2020 due to decreased borrowings in the current period as a result of delayed capital expenditures.

The effective tax rate was 24.3 percent and 18.3 percent for the quarters ended June 30, 2021 and 2020, respectively.  The increase in the second quarter effective tax rate in 2021 is primarily a result of higher excess tax benefits related to stock compensation activity in the prior year.  For the six months ended June 30, 2021 and June 30, 2020, the effective tax rates were 23.6 percent and 21.1 percent, respectively. For the six months ended June 30, 2021 approximately $40.2 million in cash tax payments were made compared to $0.3 million in the six months ended June 30, 2020.

Net income was $62.5 million, or $2.34 per diluted share, in the second quarter of 2021 compared to net income of $28.5 million, or $1.07 per diluted share, in the second quarter of 2020. Net income was $99.8 million, or $3.74 per diluted share, for the first six months of 2021 compared to net income of $56.6 million, or $2.13 per diluted share, for the first six months of 2020.

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Working capital/capital expenditures

Working capital at June 30, 2021 was $69.0 million, which increased from working capital at June 30, 2020 of $21.5 million.

Current assets at June 30, 2021 increased by $84.2 million as compared to June 30, 2020 and includes an increase in accounts receivable of $56.0 million, and an increase of cash and cash equivalents of $23.6 million.  Current liabilities increased by $36.8 million at June 30, 2021 compared to June 30, 2020 largely due to an increase in accounts payable, and claims and insurance liabilities.  Cash flows provided by operating activities were $140.1 million for the six months ended June 30, 2021 versus $148.2 million for the six months ended June 30, 2020.  The decrease is primarily due to a change in working capital compared to prior year, partially offset by increased profitability.  For the six months ended June 30, 2021, net cash used in investing activities was $100.0 million versus $142.7 million in the same period last year, a $42.7 million decrease.  This decrease resulted primarily from decreased capital expenditures caused by COVID-19 related manufacturing delays for revenue equipment.  The Company currently expects that net capital expenditures in 2021 will be approximately $275 million.  For the six months ended June 30, 2021, net cash used in financing activities was $12.6 million compared to $23.5 million net cash provided by financing activities during the same period last year, as a result of reduced net borrowings after the Company’s revolver balance was paid in full in the fourth quarter of 2020 and decreased investing activities during the first six months of 2021.

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.  Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations, financial performance and financial condition, as well as its impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. We are continuing initiatives to increase yield, reduce costs and improve productivity while also focusing on providing top quality service and improving safety performance.  On January 18, 2021 and February 3, 2020, Saia implemented a 5.9 percent general rate increase for customers comprising approximately 20 to 25 percent of Saia’s operating revenue. The success of cost improvement initiatives is impacted by the cost and availability of drivers and purchased transportation, fuel, self-insurance claims and insurance expense, regulatory changes, successful expansion of our service geography throughout the United States, the COVID-19 pandemic and other factors discussed under “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”

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

See “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance.

Financial Condition

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 Agreement

On February 5, 2019, the Company entered into the Sixth Amended and Restated Credit Agreement with its banking group (as amended, the Amended Credit Agreement).  The amendment increased the amount of the revolver from $250 million to $300 million and extended the term until February 2024.  The Amended Credit Agreement also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments.  The amendment reduced the interest rate pricing.  The Amended Credit Agreement provides for a LIBOR rate margin range from 100 basis points to 200 basis points, base rate margins from minus 50 basis points to plus 50 basis points, an unused portion fee from 17.5 basis points to 30 basis points and letter of credit fees from 100 basis points to 200 basis points, in each case based on the Company’s leverage ratio.  Under the Amended Credit Agreement, the Company must maintain a minimum debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio set at 3.25 to 1.00.  The Amended Credit Agreement provides for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement.  The Amended Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

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At June 30, 2021, the Company had no outstanding borrowings and outstanding letters of credit of $29.3 million under the Amended Credit Agreement.  At December 31, 2020, the Company had no outstanding borrowings and outstanding letters of credit of $27.2 million under the Amended Credit Agreement.  The available portion of the Amended Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment.  Total liabilities recognized under finance leases were $61.0 million and $71.0 million as of June 30, 2021 and December 31, 2020, respectively.  Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at both June 30, 2021 and December 31, 2020 were 3.5 percent.

Other

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements.  Cash flows from operating activities were $309.1 million for the year ended December 31, 2020, while net cash used in investing activities was $218.8 million.  Cash flows provided by operating activities were $140.1 million for the six months ended June 30, 2021; $8.1 million lower than the first six months of the prior year. The decrease in operating cash flows is primarily due to a change in working capital, largely increases accounts receivable and cash and cash equivalents, compared to the prior year, partially offset by increased profitability.  The timing of capital expenditures can largely be managed around the seasonal working capital requirements of the Company.  The Company believes it has significant sources of capital to meet short-term liquidity needs through its operating cash flows and availability under the Amended Credit Agreement. At June 30, 2021, the Company had $270.7 million in availability under the Amended Credit Agreement, subject to the Company’s satisfaction of existing debt covenants.  The Company was in compliance with its debt covenants at June 30, 2021.  Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals.

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

Net capital expenditures pertain primarily to investments in tractors and trailers and other revenue equipment, information technology, land and structures. Projected capital expenditures for 2021 are expected to be approximately $275 million. This would represent an increase from 2020 net capital expenditures of $219 million for property and equipment, inclusive of equipment acquired using finance leases, information technology, and land and structures. Projected 2021 capital expenditures include a normal replacement cycle of revenue equipment and technology investment for our operations. Net capital expenditures were $100.0 million in the first six months of 2021. Approximately $118.1 million of the 2021 remaining capital budget was committed as of June 30, 2021.

In addition to the principal amounts disclosed in the tables below, the Company has interest obligations of approximately $3.0 million for the remainder of 2021 and decreasing for each year thereafter based on borrowings and commitments outstanding at June 30, 2021.

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Contractual Obligations

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

	Payments due by year
	2021		2022		2023		2024		2025		Thereafter		Total
Contractual cash obligations:
Long-term debt obligations:
Revolving line of credit (1)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Leases:
Finance Leases (1)		11.6		21.0		15.4		10.6		5.5		0.9		65.0
Operating leases (2)		14.4		26.4		22.6		19.4		15.1		37.5		135.4
Purchase obligations (3)		119.0		—		—		—		—		—		119.0
Total contractual obligations	$	145.0	$	47.4	$	38.0	$	30.0	$	20.6	$	38.4	$	319.4

(1) See Note 5 to the accompanying condensed consolidated financial statements in this Current Report on Form 10-Q. The contractual finance lease obligation payments included in this table include both the principal and interest components.

(2) In April 2021, the Company committed to an additional terminal lease estimated to commence in 2023 of approximately $57 million with a lease term of 15 years with annual rent ranging from $3.1 million to $4.6 million.  

(3) Includes commitments of $118.1 million for capital expenditures.

	Amount of commitment expiration by year
	2021		2022		2023		2024		2025		Thereafter		Total
Other commercial commitments:
Available line of credit (1)	$	—	$	—	$	—	$	270.7	$	—	$	—	$	270.7
Letters of credit		—		31.1		—		—		—		—		31.1
Surety bonds		1.9		58.5		8.9		—		—		—		69.3
Total commercial commitments	$	1.9	$	89.6	$	8.9	$	270.7	$	—	$	—	$	371.1

(1) Subject to the satisfaction of existing debt covenants.

The Company has accrued approximately $1.3 million for uncertain tax positions and $0.2 million for interest and penalties related to the uncertain tax positions as of June 30, 2021.  The Company cannot reasonably estimate the timing of cash settlements with respective taxing authorities beyond one year and accordingly has not included the amounts within the above contractual cash obligations and other commercial commitment tables.

At June 30, 2021, the Company has accrued $95.8 million for claims and insurance liabilities.  The Company cannot reasonably estimate the timing of cash settlements with respective adverse parties beyond one year and accordingly has not included the amounts within the above contractual cash obligations and other commercial commitment tables.

Critical Accounting Policies and Estimates

The Company makes estimates and assumptions in preparing the condensed consolidated financial statements that affect reported amounts and disclosures therein.  In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of the Company include:

• Claims and Insurance Accruals.  As described in more detail in the Notes to Consolidated Financial Statements contained in Form 10-K for the year ended December 31, 2020, the Company has self-insured retention limits generally ranging from $250,000 to $1 million per occurrence for medical, workers’ compensation, casualty and cargo claims and from $2 million to $10 million for auto liability.  The liabilities are estimated in part based on historical experience, third-party actuarial analysis with respect to workers’ compensation claims, demographics, nature and severity, and other assumptions.  The claims liabilities are included in claims and insurance reserves based on claims incurred with liabilities for unsettled claims and claims incurred but not yet reported being actuarially determined with respect to workers’ compensation claims and, with respect to all other liabilities, estimated based on management’s evaluation of the nature and severity of individual claims and historical experience.  However, these estimated accruals could be significantly affected if the actual costs of the Company differ from these assumptions.  A significant number of these claims typically take several years to develop and even longer to ultimately settle.  These estimates tend to be reasonably accurate over time; however, assumptions regarding severity of claims, medical cost inflation, as well as specific case facts can create short-term volatility in estimates.

19

• Revenue Recognition and Related Allowances.  Revenue is recognized over the transit time of the shipment as it moves from origin to destination while expenses are recognized as incurred.  In addition, estimates included in the recognition of revenue and accounts receivable include estimates of shipments in transit and estimates of future adjustments to revenue and accounts receivable for billing adjustments and collectability.

Revenue is recognized in a systematic process whereby estimates of shipments in transit are based upon actual shipments picked up, day of delivery and current rates charged to customers.  Since the cycle for pickup and delivery of shipments is generally 1-5 days, typically less than 5 percent of a total month’s revenue is in transit at the end of any month.  Estimates for credit losses and billing adjustments are based upon historical experience of credit losses, adjustments processed and trends of collections.  Billing adjustments are primarily made for discounts and billing corrections.  These estimates are continuously evaluated and updated; however, changes in economic conditions, pricing arrangements and other factors can significantly impact these estimates.

• Depreciation and Capitalization of Assets.  Under the Company’s accounting policy for property and equipment, management establishes appropriate depreciable lives and salvage values for the Company’s revenue equipment (tractors and trailers) based on their estimated useful lives and estimated residual values to be received when the equipment is sold or traded in.  These estimates are routinely evaluated and updated when circumstances warrant.  However, actual useful lives and residual values could differ from these assumptions based on market conditions and other factors, thereby impacting the estimated amount or timing of depreciation expense.

These accounting policies and others are described in further detail in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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

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

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

	Expected maturity date																		2021
	2021			2022			2023			2024			2025			Thereafter			Total		Fair Value
Fixed rate debt	$	10.6		$	19.5		$	14.5		$	10.2		$	5.3		$	0.9		$	61.0	$	61.3
Average interest rate		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%

20

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.

21

PART II. OTHER INFORMATION

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

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

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

Issuer Purchases of Equity Securities
Period	(a) Total Number of Shares (or Units) Purchased (1)			(b) Average Price Paid per Share (or Unit)			(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet be Purchased under the Plans or Programs
April 1, 2021 through
April 30, 2021		—	(2)	$	—	(2)		—	$	—
May 1, 2021 through
May 31, 2021		—	(3)	$	—	(3)		—		—
June 1, 2021 through
June 30, 2021		540	(4)	$	207.86	(4)		—		—
Total		540						—

(1)	Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were open market purchases.  For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of April 1, 2021 through April 30, 2021.
(3)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of May 1, 2021 through May 31, 2021.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of June 1, 2021 through June 30, 2021.

Item 3. Defaults Upon Senior Securities—None

Item 4. Mine Safety Disclosures—None

Item 5. Other Information—None

22

Item 6. Exhibits

Exhibit
Number	Description of Exhibit
3.1	Restated Certificate of Incorporation of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 26, 2006).
3.2	Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.'s Form 8-K (File No. 0-49983) filed on July 2, 2021).
3.3	Amended and Restated By-laws of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 29, 2008).
3.3	Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on December 20, 2010).
31.1	Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-15(e).
31.2	Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-15(e).
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters and six months ended June 30, 2021 and 2020 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters and six months ended June 30, 2021 and 2020 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104	The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101).

23

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: July 29, 2021		/s/ Douglas L. Col
		Douglas L. Col
		Executive Vice President and Chief Financial Officer

24

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Frederick J. Holzgrefe, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Saia, Inc.;

2. 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;

3. 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;

4. 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:

a. 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;

b. 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;

c. 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

d. 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

5. 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):

a. 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

b. 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: July 29, 2021

/s/ Frederick J. Holzgrefe

Frederick J. Holzgrefe

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Douglas L. Col, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Saia, Inc.;

2. 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;

3. 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;

4. 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:

a. 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;

b. 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;

c. 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

d. 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

5. 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):

a. 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

b. 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: July 29, 2021

/s/ Douglas L. Col

Douglas L. Col

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:

1. The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2021 (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

2. 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.

July 29, 2021

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, Douglas L. Col, 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:

1. The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2021 (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

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

/s/ Douglas L. Col

Douglas L. Col

Executive Vice President and Chief Financial Officer

Saia, Inc.

July 29, 2021

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.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Jul. 29, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	Saia, Inc.
Entity Central Index Key	0001177702
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		26,335,096
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity File Number	0-49983
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	48-1229851
Document Quarterly Report	true
Document Transition Report	false
Entity Address, Address Line One	11465 Johns Creek Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Johns Creek
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30097
City Area Code	770
Local Phone Number	232-5067
Title of each class	Common Stock, par value $.001 per share
Trading Symbol	SAIA
Security Exchange Name	NASDAQ

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 52,860	$ 25,308
Accounts receivable, net	261,113	216,899
Income tax receivable	1,598	96
Prepaid expenses and other	38,310	29,393
Total current assets	353,881	271,696
Property and Equipment, at cost	1,983,923	1,901,244
Less: accumulated depreciation	826,983	765,217
Net property and equipment	1,156,940	1,136,027
Operating Lease Right-of-Use Assets	105,965	113,715
Goodwill and Identifiable Intangibles, net	19,739	20,321
Other Noncurrent Assets	10,870	7,015
Total assets	1,647,395	1,548,774
Current Liabilities:
Accounts payable	100,499	89,381
Wages, vacation and employees’ benefits	65,187	55,392
Claims and insurance accruals	48,533	49,613
Other current liabilities	29,264	40,571
Current portion of long-term debt	21,648	20,588
Current portion of operating lease liability	19,764	20,209
Total current liabilities	284,895	275,754
Other Liabilities:
Long-term debt, less current portion	39,378	50,388
Operating lease liability, less current portion	88,208	95,321
Deferred income taxes	123,000	119,818
Claims, insurance and other	48,756	46,205
Total other liabilities	299,342	311,732
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,335,096 and 26,236,570 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	26	26
Additional paid-in-capital	270,608	267,666
Deferred compensation trust, 95,428 and 91,888 shares of common stock at cost at June 30, 2021 and December 31, 2020, respectively	(3,781)	(2,944)
Retained earnings	796,305	696,540
Total stockholders’ equity	1,063,158	961,288
Total liabilities and stockholders’ equity	$ 1,647,395	$ 1,548,774

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000	50,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	26,335,096	26,236,570
Common stock, shares outstanding	26,335,096	26,236,570
Deferred compensation trust	95,428	91,888

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Operating Revenue	$ 571,333	$ 418,114	$ 1,055,407	$ 864,510
Operating Expenses:
Salaries, wages and employees' benefits	268,786	224,277	513,223	462,922
Purchased transportation	62,481	26,406	107,512	56,465
Fuel, operating expenses and supplies	90,664	65,902	175,565	148,801
Operating taxes and licenses	14,559	13,743	28,897	28,139
Claims and insurance	17,328	18,293	28,808	28,714
Depreciation and amortization	34,659	33,664	70,031	66,254
Loss (gain) from property disposals, net	(69)	148	(268)	(1,242)
Total operating expenses	488,408	382,433	923,768	790,053
Operating Income	82,925	35,681	131,639	74,457
Nonoperating Expenses (Income):
Interest expense	834	1,594	1,686	2,996
Other, net	(430)	(751)	(561)	(204)
Nonoperating expenses, net	404	843	1,125	2,792
Income Before Income Taxes	82,521	34,838	130,514	71,665
Income Tax Provision	20,047	6,384	30,749	15,100
Net Income	$ 62,474	$ 28,454	$ 99,765	$ 56,565
Weighted average common shares outstanding – basic	26,332	26,134	26,309	26,102
Weighted average common shares outstanding – diluted	26,704	26,569	26,687	26,543
Basic Earnings Per Share	$ 2.37	$ 1.09	$ 3.79	$ 2.17
Diluted Earnings Per Share	$ 2.34	$ 1.07	$ 3.74	$ 2.13

XML

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Deferred Compensation Trust [Member]	Retained Earnings [Member]
Beginning Balance at Dec. 31, 2019	$ 815,226	$ 26	$ 260,871	$ (3,871)	$ 558,200
Beginning Balance, Shares at Dec. 31, 2019		25,936,532
Stock compensation, including options and long-term incentives	1,317		1,317
Exercise of stock options less shares withheld for taxes	2,137		2,137
Exercise of stock options less shares withheld for taxes, Shares		69,640
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares		57,176
Shares issued for long-term incentive awards, net of shares withheld for taxes	(3,404)		(3,404)
Purchase of shares by Deferred Compensation Trust			1,146	(1,146)
Sale of shares by Deferred Compensation Trust			(59)	59
Net income	28,111				28,111
Ending Balance at Mar. 31, 2020	843,387	$ 26	262,008	(4,958)	586,311
Ending Balance, Shares at Mar. 31, 2020		26,063,348
Beginning Balance at Dec. 31, 2019	815,226	$ 26	260,871	(3,871)	558,200
Beginning Balance, Shares at Dec. 31, 2019		25,936,532
Net income	56,565
Ending Balance at Jun. 30, 2020	875,090	$ 26	265,264	(4,965)	614,765
Ending Balance, Shares at Jun. 30, 2020		26,148,831
Beginning Balance at Mar. 31, 2020	843,387	$ 26	262,008	(4,958)	586,311
Beginning Balance, Shares at Mar. 31, 2020		26,063,348
Stock compensation, including options and long-term incentives	1,640		1,640
Director deferred share activity	1,230		1,230
Director deferred share activity , Shares		71,681
Exercise of stock options less shares withheld for taxes	454		454
Exercise of stock options less shares withheld for taxes, Shares		12,800
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares		1,002
Shares issued for long-term incentive awards, net of shares withheld for taxes	(75)		(75)
Purchase of shares by Deferred Compensation Trust			128	(128)
Sale of shares by Deferred Compensation Trust			(121)	121
Net income	28,454				28,454
Ending Balance at Jun. 30, 2020	875,090	$ 26	265,264	(4,965)	614,765
Ending Balance, Shares at Jun. 30, 2020		26,148,831
Beginning Balance at Dec. 31, 2020	961,288	$ 26	267,666	(2,944)	696,540
Beginning Balance, Shares at Dec. 31, 2020		26,236,570
Stock compensation, including options and long-term incentives	1,711		1,711
Exercise of stock options less shares withheld for taxes	3,678		3,678
Exercise of stock options less shares withheld for taxes, Shares		46,741
Shares issued for long-term incentive awards, net of shares withheld for taxes, Shares		50,381
Shares issued for long-term incentive awards, net of shares withheld for taxes	(6,350)		(6,350)
Purchase of shares by Deferred Compensation Trust			742	(742)
Sale of shares by Deferred Compensation Trust			(17)	17
Net income	37,291				37,291
Ending Balance at Mar. 31, 2021	997,618	$ 26	267,430	(3,669)	733,831
Ending Balance, Shares at Mar. 31, 2021		26,333,692
Beginning Balance at Dec. 31, 2020	961,288	$ 26	267,666	(2,944)	696,540
Beginning Balance, Shares at Dec. 31, 2020		26,236,570
Net income	99,765
Ending Balance at Jun. 30, 2021	1,063,158	$ 26	270,608	(3,781)	796,305
Ending Balance, Shares at Jun. 30, 2021		26,335,096
Beginning Balance at Mar. 31, 2021	997,618	$ 26	267,430	(3,669)	733,831
Beginning Balance, Shares at Mar. 31, 2021		26,333,692
Stock compensation, including options and long-term incentives	1,810		1,810
Director deferred share activity	1,256		1,256
Director deferred share activity , Shares		1,404
Purchase of shares by Deferred Compensation Trust			112	(112)
Net income	62,474				62,474
Ending Balance at Jun. 30, 2021	$ 1,063,158	$ 26	$ 270,608	$ (3,781)	$ 796,305
Ending Balance, Shares at Jun. 30, 2021		26,335,096

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating Activities:
Net income	$ 99,765	$ 56,565
Noncash items included in net income:
Depreciation and amortization	70,031	66,254
Deferred income taxes	3,183	7,570
Other, net	5,640	7,239
Changes in operating assets and liabilities, net	(38,479)	10,605
Net cash provided by operating activities	140,140	148,233
Investing Activities:
Acquisition of property and equipment	(100,202)	(148,865)
Proceeds from disposal of property and equipment	236	6,143
Net cash used in investing activities	(99,966)	(142,722)
Financing Activities:
Repayments of revolving credit agreement	(27,614)	(221,026)
Borrowings of revolving credit agreement	27,614	255,097
Proceeds from stock option exercises	3,678	2,591
Shares withheld for taxes	(6,350)	(3,479)
Repayment of finance leases	(9,950)	(9,662)
Net cash (used in) provided by financing activities	(12,622)	23,521
Net Increase in Cash and Cash Equivalents	27,552	29,032
Cash and cash equivalents, beginning of period	25,308	248
Cash and cash equivalents, end of period	$ 52,860	$ 29,280

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(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, 2020.  Operating results for the quarter and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2021.

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

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. A customer may submit many BOLs for transportation services at various times throughout a service agreement term but each shipment represents a distinct service that is a separately identified performance obligation.

The typical transit time to complete a shipment is from one to five days.  Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited services over the transit time of the shipment as it moves from origin to destination. Revenue for services started but not completed at the reporting date is recognized based on transit status at the end of each reporting period.

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

• Revenue associated with shipments in transit is recognized ratably over 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.

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

Claims and Insurance Accruals

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

 Accounting Pronouncements Adopted in 2021

In 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard became effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted the standard effective January 1, 2021 and upon adoption this standard did not have a material impact on its consolidated financial statements or related disclosures.

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Computation of Earnings Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Computation of Earnings Per Share

(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):

	Second Quarter				Six Months
	2021		2020		2021		2020
Numerator:
Net income	$	62,474	$	28,454	$	99,765	$	56,565
Denominator:
Denominator for basic earnings per share–weighted      average common shares		26,332		26,134		26,309		26,102
Effect of dilutive stock options		107		77		114		87
Effect of other common stock equivalents		265		358		264		354
Denominator for diluted earnings per share–adjusted      weighted average common shares		26,704		26,569		26,687		26,543
Basic Earnings Per Share	$	2.37	$	1.09	$	3.79	$	2.17
Diluted Earnings Per Share	$	2.34	$	1.07	$	3.74	$	2.13

For both the quarter and six months ended June 30, 2021, options and restricted stock for 19,250 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.  For the quarter and six months ended June 30, 2020, options and restricted stock for 48,840 and 65,053 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

(3) Commitments and Contingencies

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

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.

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

(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 June 30, 2021 and December 31, 2020, because of the relatively short maturity of these instruments.  Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at June 30, 2021 and December 31, 2020 was $61.3 million and $71.2 million, respectively, based upon level two in the fair value hierarchy.  The carrying value of the debt was $61.0 million and $71.0 million at June 30, 2021 and December 31, 2020, respectively.

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Debt and Financing Arrangements

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt and Financing Arrangements

(5) Debt and Financing Arrangements

At June 30, 2021 and December 31, 2020, debt consisted of the following (in thousands):

	June 30, 2021		December 31, 2020
Credit Agreement with Banks, described below	$	—	$	—
Finance Leases, described below		61,026		70,976
Total debt		61,026		70,976
Less: current portion of long-term debt		21,648		20,588
Long-term debt, less current portion	$	39,378	$	50,388

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

The Company is party to a revolving credit agreement with a group of banks to fund capital investments, letters of credit and working capital needs.

Credit Agreement

On February 5, 2019, the Company entered into the Sixth Amended and Restated Credit Agreement with its banking group (as amended, the Amended Credit Agreement).  The amendment increased the amount of the revolver from $250 million to $300 million and extended the term until February 2024.  The Amended Credit Agreement also has an accordion feature that allows for an additional $100 million availability, subject to certain conditions and availability of lender commitments.  The amendment reduced the interest rate pricing.  The Amended Credit Agreement provides for a LIBOR rate margin range from 100 basis points to 200 basis points, base rate margins from minus 50 basis points to plus 50 basis points, an unused portion fee from 17.5 basis points to 30 basis points and letter of credit fees from 100 basis points to 200 basis points, in each case based on the Company’s leverage ratio.  Under the Amended Credit Agreement, the Company must maintain a minimum debt service coverage ratio set at 1.25 to 1.00 and a maximum leverage ratio set at 3.25 to 1.00.  The Amended Credit Agreement provides for a pledge by the Company of certain land and structures, accounts receivable and other assets to secure indebtedness under this agreement.  The Amended Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Amended Credit Agreement, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due.

At June 30, 2021, the Company had no outstanding borrowings and outstanding letters of credit of $29.3 million under the Amended Credit Agreement.  At December 31, 2020, the Company had no outstanding borrowings and outstanding letters of credit of $27.2 million under the Amended Credit Agreement.  The available portion of the Amended Credit Agreement may be used for general corporate purposes, including capital expenditures, working capital and letter of credit requirements as needed.

Finance Leases

The Company is obligated under finance leases with seven-year original terms covering revenue equipment.  Total liabilities recognized under finance leases were $61.0 million and $71.0 million as of June 30, 2021 and December 31, 2020, respectively.  Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of June 30, 2021 and December 31, 2020, approximately $94.5 million and $100.1 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest rates for the finance leases at June 30, 2021 and December 31, 2020 were 3.5 percent and 3.5 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
2021	$	11,612
2022		20,960
2023		15,409
2024		10,606
2025		5,453
Thereafter		927
Total		64,967
Less: Amounts Representing Interest on Finance Leases		3,941
Total	$	61,026

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Covid-19

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Covid-19

(6) COVID-19

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

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

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. On March 11, 2021, the American Rescue Plan Act of 2021 was signed into law and provides further economic relief and stimulus to deal with the economic impact of the COVID-19 pandemic. The Company continues to monitor any effects that may result from these Acts and other similar legislation or actions in geographies in which our business operates; however, the Company does not believe it will be able to take advantage of the provisions of these Acts.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

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, 2020.  Operating results for the quarter and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2021.

Business

Business

The Company provides national less-than-truckload (LTL) services through a single integrated organization.  While more than 97 percent of its revenue has been derived from transporting LTL shipments across 44 states, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America.  The Company’s customer base is diversified across numerous industries.

Revenue Recognition

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. A customer may submit many BOLs for transportation services at various times throughout a service agreement term but each shipment represents a distinct service that is a separately identified performance obligation.

The typical transit time to complete a shipment is from one to five days.  Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited services over the transit time of the shipment as it moves from origin to destination. Revenue for services started but not completed at the reporting date is recognized based on transit status at the end of each reporting period.

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

• Revenue associated with shipments in transit is recognized ratably over 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.

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

Claims and Insurance Accruals

Claims and Insurance Accruals

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

Accounting Pronouncements Adopted in 2021

 Accounting Pronouncements Adopted in 2021

In 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This standard became effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted the standard effective January 1, 2021 and upon adoption this standard did not have a material impact on its consolidated financial statements or related disclosures.

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Computation of Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Summary of Calculation of Basic Earnings Per Common Share and Diluted Earnings Per Common Share

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

	Second Quarter				Six Months
	2021		2020		2021		2020
Numerator:
Net income	$	62,474	$	28,454	$	99,765	$	56,565
Denominator:
Denominator for basic earnings per share–weighted      average common shares		26,332		26,134		26,309		26,102
Effect of dilutive stock options		107		77		114		87
Effect of other common stock equivalents		265		358		264		354
Denominator for diluted earnings per share–adjusted      weighted average common shares		26,704		26,569		26,687		26,543
Basic Earnings Per Share	$	2.37	$	1.09	$	3.79	$	2.17
Diluted Earnings Per Share	$	2.34	$	1.07	$	3.74	$	2.13

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Debt and Financing Arrangements (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Summary of Reconciliation of Debt

At June 30, 2021 and December 31, 2020, debt consisted of the following (in thousands):

	June 30, 2021		December 31, 2020
Credit Agreement with Banks, described below	$	—	$	—
Finance Leases, described below		61,026		70,976
Total debt		61,026		70,976
Less: current portion of long-term debt		21,648		20,588
Long-term debt, less current portion	$	39,378	$	50,388

Schedule of Principal Maturities of Long-Term Debt Including Interest On Finance Leases

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

	Amount
2021	$	11,612
2022		20,960
2023		15,409
2024		10,606
2025		5,453
Thereafter		927
Total		64,967
Less: Amounts Representing Interest on Finance Leases		3,941
Total	$	61,026

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 01, 2018	Aug. 31, 2019	Jun. 30, 2021	Jun. 30, 2021
Summary of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted			true	true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2021	Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect			true	true
Accounting Standards Update [Extensible List]				us-gaap:AccountingStandardsUpdate201912Member
New Automobile Liability Insurance Policy [Member]
Summary of Significant Accounting Policies [Line Items]
New automobile liability insurance policy, effective date	Mar. 01, 2018
New automobile liability insurance policy, term	3 years
Risk retention amount per occurrence under new policy	$ 2,000,000.0
Provisional extended term of policy	1 year
Maximum amount received return on premium availability		$ 5,200,000
Self insurance, per occurrence		$ 10,000,000
Reduction in insurance premium expenses			$ 500,000
Accrued additional premium			$ 0	$ 0
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of revenue derived from transporting				97.00%
Average transit time				1 day
Minimum [Member] | Entire 36 Months [Member] | New Automobile Liability Insurance Policy [Member]
Summary of Significant Accounting Policies [Line Items]
Returnable premium for changes in claims	$ 15,600,000
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Average transit time				5 days
Maximum [Member] | New Automobile Liability Insurance Policy [Member]
Summary of Significant Accounting Policies [Line Items]
Single loss limit	8,000,000.0
Aggregate loss limit for each policy year	24,000,000.0
Aggregate loss limit during policy period	48,000,000.0
Paid losses specified limit to pay additional premium	15,600,000
Additional premium to be paid, if losses are paid by insurer are greater than limit specified	11,000,000.0
Maximum [Member] | First 12 months [Member] | New Automobile Liability Insurance Policy [Member]
Summary of Significant Accounting Policies [Line Items]
Returnable premium for changes in claims	$ 5,200,000

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Summary of Significant Accounting Policies - Additional Information1 (Detail)	Jun. 30, 2021
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-07-01
Summary of Significant Accounting Policies [Line Items]
Payment terms	30 days

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Computation of Earnings Per Share - Summary of Calculation of Basic Earnings Per Common Share and Diluted Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net income	$ 62,474	$ 37,291	$ 28,454	$ 28,111	$ 99,765	$ 56,565
Denominator:
Denominator for basic earnings per share–weighted average common shares	26,332		26,134		26,309	26,102
Effect of dilutive stock options	107		77		114	87
Effect of other common stock equivalents	265		358		264	354
Denominator for diluted earnings per share–adjusted weighted average common shares	26,704		26,569		26,687	26,543
Basic Earnings Per Share	$ 2.37		$ 1.09		$ 3.79	$ 2.17
Diluted Earnings Per Share	$ 2.34		$ 1.07		$ 3.74	$ 2.13

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Computation of Earnings Per Share - Additional Information (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Common stock excluded from the calculation of diluted earnings per share	19,250	48,840	19,250	65,053

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Commitments and Contingencies - Additional Information (Detail) $ in Millions	Jun. 30, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Pro rata share of letters of credit outstanding	$ 1.8

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Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Estimated fair value of total debt	$ 61,300	$ 71,200
Total debt	$ 61,026	$ 70,976

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Debt and Financing Arrangements - Summary of Reconciliation of Debt (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Finance Leases, described below	$ 61,026	$ 70,976
Total debt	61,026	70,976
Less: current portion of long-term debt	21,648	20,588
Long-term debt, less current portion	$ 39,378	$ 50,388

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Debt and Financing Arrangements - Additional Information (Detail) - USD ($)		6 Months Ended
	Feb. 05, 2019	Jun. 30, 2021	Dec. 31, 2020	Feb. 04, 2019
Debt Instrument [Line Items]
Amendment line of credit facility expiration year and month	2024-02
Letter of credit facility outstanding amount		$ 1,800,000
Liabilities recognized under finance leases		$ 61,026,000	$ 70,976,000
Lease expiration period		7 years
Property and Equipment [Member]
Debt Instrument [Line Items]
Finance leased assets, net		$ 94,500,000	$ 100,100,000
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
Weighted average interest rates for finance lease		3.50%	3.50%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowing capacity under credit agreement	$ 300,000,000			$ 250,000,000
Additional borrowing capacity under revolving credit facility	$ 100,000,000
Minimum debt service coverage ratio	125.00%
Maximum leverage ratio	325.00%
Revolving Credit Facility [Member] | Existing Credit Agreement [Member]
Debt Instrument [Line Items]
Borrowing capacity under credit agreement		$ 0	$ 0
Letter of credit facility outstanding amount		$ 29,300,000	$ 27,200,000
Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Rate margin	1.00%
Letter of credit unused portion fee	0.175%
Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Rate margin	2.00%
Letter of credit unused portion fee	0.30%
Revolving Credit Facility [Member] | LIBOR Rate Margin [Member] | Minimum [Member]
Debt Instrument [Line Items]
Rate margin	1.00%
Revolving Credit Facility [Member] | LIBOR Rate Margin [Member] | Maximum [Member]
Debt Instrument [Line Items]
Rate margin	2.00%
Revolving Credit Facility [Member] | Base Rate Margin [Member] | Minimum [Member]
Debt Instrument [Line Items]
Rate margin	0.50%
Revolving Credit Facility [Member] | Base Rate Margin [Member] | Maximum [Member]
Debt Instrument [Line Items]
Rate margin	0.50%

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Debt and Financing Arrangements - Schedule of Principal Maturities of Long-Term Debt Including Interest On Finance Leases (Detail) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instruments [Abstract]
2021	$ 11,612
2022	20,960
2023	15,409
2024	10,606
2025	5,453
Thereafter	927
Total	64,967
Less: Amounts Representing Interest on Finance Leases	3,941
Total	$ 61,026	$ 70,976