SAIA INC - Quarter Report: 2020 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020


☐	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 26,156,220 shares of Common Stock outstanding at October 29, 2020.

SAIA, INC. AND SUBSIDIARIES

INDEX

		PAGE

PART I. FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	3

	Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2020 and 2019	4

	Condensed Consolidated Statements of Stockholders’ Equity for the quarters and nine months ended September 30, 2020 and 2019	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	7

	Notes to Condensed Consolidated Financial Statements	8

ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	21

ITEM 4:	Controls and Procedures	22

PART II. OTHER INFORMATION

ITEM 1:	Legal Proceedings	23

ITEM 1A:	Risk Factors	23

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	24

ITEM 3:	Defaults Upon Senior Securities	24

ITEM 4:	Mine Safety Disclosures	24

ITEM 5:	Other Information	24

ITEM 6:	Exhibits	25

Signature		26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

	September 30, 2020			December 31, 2019
Assets	(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents	$	25,469		$	248
Accounts receivable, net		226,677			196,119
Income tax receivable		—			8,288
Prepaid expenses and other		27,971			27,724
Total current assets		280,117			232,379
Property and Equipment, at cost		1,903,383			1,739,222
Less: accumulated depreciation		762,264			686,623
Net property and equipment		1,141,119			1,052,599
Operating Lease Right-of-Use Assets		117,487			103,890
Goodwill and Identifiable Intangibles, net		20,611			21,484
Other Noncurrent Assets		6,346			5,341
Total assets	$	1,565,680		$	1,415,693
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	97,060		$	83,621
Wages, vacation and employees’ benefits		54,947			49,668
Claims and insurance accruals		43,517			36,888
Other current liabilities		39,731			32,644
Current portion of long-term debt		20,735			19,405
Current portion of operating lease liability		19,701			19,020
Total current liabilities		275,691			241,246
Other Liabilities:
Long-term debt, less current portion		100,186			117,025
Operating lease liability, less current portion		99,474			86,239
Deferred income taxes		122,162			111,555
Claims, insurance and other		49,701			44,402
Total other liabilities		371,523			359,221
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, 26,156,220 and 25,936,532 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		26			26
Additional paid-in-capital		267,075			260,871
Deferred compensation trust, 154,157 and 143,987 shares of common stock at cost at September 30, 2020 and December 31, 2019, respectively		(4,939	)		(3,871	)
Retained earnings		656,304			558,200
Total stockholders’ equity		918,466			815,226
Total liabilities and stockholders’ equity	$	1,565,680		$	1,415,693

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters and nine months ended September 30, 2020 and 2019

(unaudited)

	Third Quarter						Nine Months
	2020			2019			2020			2019
	(in thousands, except per share data)
Operating Revenue	$	481,374		$	468,891		$	1,345,884		$	1,343,670
Operating Expenses:
Salaries, wages and employees' benefits		252,092			250,162			715,014			708,203
Purchased transportation		40,053			35,843			96,518			98,415
Fuel, operating expenses and supplies		74,106			84,259			222,907			253,130
Operating taxes and licenses		14,061			13,634			42,200			40,365
Claims and insurance		11,938			7,850			40,652			30,536
Depreciation and amortization		34,224			31,333			100,478			87,258
Loss (gain) from property disposals, net		(316	)		451			(1,558	)		607
Total operating expenses		426,158			423,532			1,216,211			1,218,514
Operating Income		55,216			45,359			129,673			125,156
Nonoperating Expenses (Income):
Interest expense		1,174			1,868			4,170			5,154
Other, net		(391	)		(20	)		(595	)		(494	)
Nonoperating expenses, net		783			1,848			3,575			4,660
Income Before Income Taxes		54,433			43,511			126,098			120,496
Income Tax Provision		12,894			10,543			27,994			28,196
Net Income	$	41,539		$	32,968		$	98,104		$	92,300

Weighted average common shares outstanding – basic		26,150			25,978			26,118			25,936
Weighted average common shares outstanding – diluted		26,615			26,460			26,569			26,413

Basic Earnings Per Share	$	1.59		$	1.27		$	3.76		$	3.56
Diluted Earnings Per Share	$	1.56		$	1.25		$	3.69		$	3.49

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters and nine months ended September 30, 2020 and 2019

(unaudited)

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except per 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
Director deferred share activity		—		—		—			—			—		—
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

Stock compensation, including options and long-term incentives		—		—		1,670			—			—		1,670
Exercise of stock options less shares withheld for taxes		6,190		—		287			—			—		287
Shares issued for long-term incentive awards, net of shares withheld for taxes		1,199		—		(120	)		—			—		(120	)
Purchase of shares by Deferred Compensation Trust		—		—		—			—			—		—
Sale of shares by Deferred Compensation Trust		—		—		(26	)		26			—		—
Net income		—		—		—			—			41,539		41,539
BALANCE at September 30, 2020		26,156,220	$	26	$	267,075		$	(4,939	)	$	656,304	$	918,466

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters and nine months ended September 30, 2020 and 2019

(unaudited)

	Common Shares		Common Stock		Additional Paid-in Capital			Deferred Compensation Trust			Retained Earnings		Total
	(in thousands, except per share data)
BALANCE at December 31, 2018		25,693,651	$	26	$	254,738		$	(3,381	)	$	444,481	$	695,864
Stock compensation, including options and long-term incentives		—		—		998			—			—		998
Director deferred share activity		45,075		—		—			—			—		—
Exercise of stock options less shares withheld for taxes		68,169		—		1,798			—			—		1,798
Shares issued for long-term incentive awards, net of shares withheld for taxes		83,281		—		(3,268	)		—			—		(3,268	)
Purchase of shares by Deferred Compensation Trust		—		—		309			(458	)		—		(149	)
Sale of shares by Deferred Compensation Trust		—		—		—			148			—		148
Net income		—		—		—			—			22,259		22,259
BALANCE at March 31, 2019		25,890,176	$	26	$	254,575		$	(3,691	)	$	466,740	$	717,650
Stock compensation, including options and long-term incentives		—		—		1,342			—			—		1,342
Director deferred share activity		4,155		—		1,117			—			—		1,117
Exercise of stock options less shares withheld for taxes		10,832		—		356			—			—		356
Shares issued for long-term incentive awards, net of shares withheld for taxes		501		—		(36	)		—			—		(36	)
Purchase of shares by Deferred Compensation Trust		—		—		229			(229	)		—		—
Sale of shares by Deferred Compensation Trust		—		—		—			—			—		—
Net income		—		—		—			—			37,073		37,073
BALANCE at June 30, 2019		25,905,664	$	26	$	257,583		$	(3,920	)	$	503,813	$	757,502
Stock compensation, including options and long-term incentives		—		—		1,295			—			—		1,295
Exercise of stock options less shares withheld for taxes		28,170		—		773			—			—		773
Shares issued for long-term incentive awards, net of shares withheld for taxes		2,178		—		(167	)		—			—		(167	)
Purchase of shares by Deferred Compensation Trust		—		—		—			—			—		—
Sale of shares by Deferred Compensation Trust		—		—		(96	)		96			—		—
Net income		—		—		—			—			32,968		32,968
BALANCE at September 30, 2019		25,936,012	$	26	$	259,388		$	(3,824	)	$	536,781	$	792,371

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2020 and 2019

(unaudited)

	Nine Months
	2020			2019
	(in thousands)
Operating Activities:
Net income	$	98,104		$	92,300
Noncash items included in net income:
Depreciation and amortization		100,478			87,258
Deferred income taxes		10,607			—
Other, net		10,907			29,437
Changes in operating assets and liabilities, net		18,865			(1,697	)
Net cash provided by operating activities		238,961			207,298
Investing Activities:
Acquisition of property and equipment		(205,307	)		(245,203	)
Proceeds from disposal of property and equipment		7,797			678
Net cash used in investing activities		(197,510	)		(244,525	)
Financing Activities:
Repayment of revolving credit agreement		(303,108	)		(220,985	)
Borrowing of revolving credit agreement		302,179			270,990
Proceeds from stock option exercises		2,878			2,927
Shares withheld for taxes		(3,599	)		(3,471	)
Debt issuance costs		—			(649	)
Repayment of finance leases		(14,580	)		(13,764	)
Net cash provided by (used in) financing activities		(16,230	)		35,048
Net Increase (Decrease) in Cash and Cash Equivalents		25,221			(2,179	)
Cash and cash equivalents, beginning of period		248			2,194
Cash and cash equivalents, end of period	$	25,469		$	15

Non Cash Investing Activities
Equipment financed with finance leases	$	—		$	6,165

See accompanying notes to condensed consolidated financial statements.

Saia, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

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

The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the quarter and nine months ended September 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2020.

Business

The Company provides regional and interregional 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, 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 average transit time to complete a shipment is from 1 to 5 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 on actual transit status in 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 on average 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 bodily injury and property damage liability policy with a three-year term. Generally, the Company is responsible for the risk retention amount per occurrence of $2.0 million under the new 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 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 third quarter of 2020. 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. In addition, 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 such period. Additionally, the Company may be 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 experience since inception of the policy, no such additional premium was accrued at September 30, 2020.

Accounting Pronouncements Adopted in 2020

In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” Under this ASU an entity is required to utilize an “expected credit loss model” on certain financial instruments, including trade and financing receivables. This model requires consideration of a broader range of reasonable and supportable information and requires an entity to estimate expected credit losses over the lifetime of the asset. This standard became effective for interim and annual reporting periods beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020 and upon adoption this standard did not have a material impact on its consolidated financial statements or related disclosures.

(2) Computation of Earnings Per Share

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

	Third Quarter				Nine Months
	2020		2019		2020		2019
Numerator:
Net income	$	41,539	$	32,968	$	98,104	$	92,300
Denominator:
Denominator for basic earnings per share–weighted average common shares		26,150		25,978		26,118		25,936
Effect of dilutive stock options		109		125		96		120
Effect of other common stock equivalents		356		357		355		357
Denominator for diluted earnings per share–adjusted weighted average common shares		26,615		26,460		26,569		26,413

Basic Earnings Per Share	$	1.59	$	1.27	$	3.76	$	3.56

Diluted Earnings Per Share	$	1.56	$	1.25	$	3.69	$	3.49

For the quarter ended September 30, 2020, there were no anti-dilutive options or restricted stock. For the nine months ended September 30, 2020, options and restricted stock for 53,025 shares of common stock were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive. For the quarter and nine months ended September 30, 2019, options and restricted stock for 103,290 shares of common stock 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 September 30, 2020.

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

(4) Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of September 30, 2020 and December 31, 2019, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at September 30, 2020 and December 31, 2019 was $121.1 million and $136.5 million, respectively, based upon levels one and two in the fair value hierarchy. The carrying value of the debt was $120.9 million and $136.4 million at September 30, 2020 and December 31, 2019, respectively.

(5) Debt and Financing Arrangements

At September 30, 2020 and December 31, 2019, debt consisted of the following (in thousands):

	September 30, 2020		December 31, 2019
Credit Agreement with Banks, described below	$	45,000	$	45,929
Finance Leases, described below		75,921		90,501
Total debt		120,921		136,430
Less: current portion of long-term debt		20,735		19,405
Long-term debt, less current portion	$	100,186	$	117,025

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 September 30, 2020, the Company had borrowings of $45.0 million and outstanding letters of credit of $28.0 million under the Amended Credit Agreement. At December 31, 2019, the Company had borrowings of $45.9 million and outstanding letters of credit of $26.1 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 $75.9 million and $90.5 million as of September 30, 2020 and December 31, 2019, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. As of September 30, 2020 and December 31, 2019, approximately $102.9 million and $111.5 million of finance leased assets, net of depreciation, were included in Property and Equipment, respectively. The weighted average interest rates for the finance leases at September 30, 2020 and December 31, 2019 were 3.5 percent and 3.4 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
2020	$	5,557
2021		22,755
2022		21,020
2023		15,441
2024		55,677
Thereafter		6,265
Total		126,715
Less: Amounts Representing Interest on Finance Leases		5,794
Total	$	120,921

(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. The Company has instituted multiple actions and policies to help safeguard employees and customers from COVID-19. The Company has been in regular communication with all levels of employees in an effort to insure that there are policies, resources, and infrastructure in place to protect employees and continue the Company’s important role in supporting the nation’s supply chain.

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 third quarter 2020 financial position. It is possible that these assumptions and estimates may materially change prior to December 31, 2020.

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. The Company does not believe it will be able to take advantage of the provisions of the CARES Act.

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 2019 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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 in the business cycle;

•

effectiveness of Company-specific performance improvement initiatives, including management of the cost structure to match shifts in customer volume levels;

•

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

•

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;

•

failure to achieve acquisition synergies;

•

failure to operate and grow acquired businesses in a manner that supports the value allocated to these acquired businesses;

•

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

•

competitive initiatives and pricing pressures, including in connection with fuel surcharge;

•

loss of significant customers;

•

the Company’s need for capital and uncertainty of the credit markets;

•

the possibility of defaults under the Company’s debt agreements (including violation of financial covenants);

•

possible issuance of equity which would dilute stock ownership;

•

integration risks;

•

the effect of litigation including class action lawsuits;

•

cost and availability of qualified drivers, fuel, purchased transportation, real property, revenue equipment, technology and other assets;

•

the effect of governmental regulations, including but not limited to Hours of Service, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, the Food and Drug Administration, compliance with legislation requiring companies to evaluate their internal control over financial reporting, Homeland Security, environmental regulations, tax law changes and changes to international trade agreements and tariffs;

•

changes in interpretation of accounting principles;

•

dependence on key employees;

•

inclement weather;

•

labor relations, including the adverse impact should a portion of the Company’s workforce become unionized;

•

terrorism risks;

•

self-insurance claims and other expense volatility;

•

risks arising from international business operations and relationships;

•

recent increases in the severity of auto liability claims against trucking companies and sharply higher costs of settlements and verdicts;

•

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

•

increased costs of healthcare and prescription drugs, including as a result of healthcare reform legislation;

•

social media risks;

•

disruption in or failure of the Company’s technology or equipment including services essential to operations of the Company and/or cyber-security risk;

•

failure to successfully execute the strategy to expand the Company’s service geography into the Northeastern United States; 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, 2019, 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.

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 expand our service geography into the Northeastern United States. While the Company’s business is labor intensive, capital intensive and service sensitive, management continues to look for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Additionally, pricing initiatives have had a positive impact on yield and profitability and 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 a variety of 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 where possible. Through the date of this filing, as a result of these efforts, the Company has not experienced significant disruptions in the Company’s LTL network operations.

Beginning in the latter part of the first 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, particularly in the second quarter of 2020. We believe we have significant liquidity available to continue business operations during this volatile period. As discussed in the Financial Condition section, the Company has a revolving credit facility (including a $100 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 September 30, 2020.

The situation surrounding COVID-19 remains fluid and we believe that there still could be an adverse impact on the Company the longer the virus affects the level of economic activity in the United States. In these circumstances, 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 adversely impact our business operations, financial condition, results of operations, liquidity and cash flows. See Part II, Item 1A - “Risk Factors” for further discussion concerning COVID-19.

Third Quarter Overview

The Company’s operating revenue increased by 2.7 percent in the third quarter of 2020 compared to the same period in 2019. The increase resulted primarily from increases in shipments and revenue per shipment.

Consolidated operating income was $55.2 million for the third quarter of 2020 compared to $45.4 million for the third quarter of 2019. In the third quarter of 2020, LTL shipments were up 0.9 percent per workday and LTL tonnage was flat per workday compared to the prior year quarter. Diluted earnings per share were $1.56 in the third quarter of 2020, compared to diluted earnings per share of $1.25 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 88.5 percent in the third quarter of 2020 compared to 90.3 percent in the third quarter of 2019. The improved operating ratio compared to prior year is due to the Company’s continued focus on pricing initiatives, cost control and operational efficiencies.

The Company generated $239.0 million in net cash provided by operating activities in the first nine months of 2020 compared with $207.3 million in the same period last year. The increase is primarily due to a change in working capital compared to the same period last year. The Company’s net cash used in investing activities was $197.5 million during the first nine months of 2020 compared to $244.5 million in the first nine months of 2019, primarily as a result of decreased capital expenditures for revenue equipment and real estate in the first nine months of 2020 in response to COVID-19. The Company’s net cash used in financing activities was $16.2 million in the first nine months of 2020 compared to $35.0 million net cash provided by financing activities during the same period last year. This change was primarily due to improved net borrowings. The Company had $45.0 million in outstanding borrowings under its revolving credit agreement, outstanding letters of credit of $29.8 million and a cash and cash equivalents balance of $25.5 million at September 30, 2020. The Company also had $75.9 million in obligations under finance leases at September 30, 2020. At September 30, 2020, the Company had $227.0 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 September 30, 2020.

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 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 less-than-truckload (LTL) services through a single integrated organization. While historically 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.

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.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended September 30, 2020 and 2019

(unaudited)

							Percent
							Variance
	2020			2019			'20 v. '19
	(in thousands, except ratios, workdays and revenue per hundredweight)
Operating Revenue	$	481,374		$	468,891			2.7		%
Operating Expenses:
Salaries, wages and employees’ benefits		252,092			250,162			0.8
Purchased transportation		40,053			35,843			11.7
Depreciation and amortization		34,224			31,333			9.2
Fuel and other operating expenses		99,789			106,194			(6.0	)
Operating Income		55,216			45,359			21.7
Operating Ratio		88.5	%		90.3	%		2.0
Nonoperating Expense		783			1,848			(57.6	)

Working Capital (as of September 30, 2020 and 2019)		4,426			5,628
Cash Flows provided by Operating Activities (year to date)		238,961			207,298
Net Acquisitions of Property and Equipment (year to date)		197,510			244,525

Saia Motor Freight Operating Statistics:
Workdays		64			64			-
LTL Tonnage		1,263			1,263			(0.0	)
LTL Shipments		1,959			1,941			0.9
LTL Revenue per hundredweight	$	18.59		$	18.12			2.6

Quarter and nine months ended September 30, 2020 compared to quarter and nine months ended September 30, 2019

Revenue and volume

Consolidated revenue for the quarter ended September 30, 2020 increased 2.7 percent to $481.4 million primarily as a result of increased shipments and revenue per shipment. Saia’s LTL revenue per hundredweight (a measure of yield) increased 2.6 percent to $18.59 per hundredweight for the third quarter of 2020 as a result of changes in business mix, partially offset by a 16.7 percent decrease in fuel surcharge revenue due to lower fuel prices. For the third quarter of 2020, Saia’s LTL tonnage was flat per workday at 1.3 million tons, and LTL shipments increased 0.9 percent per workday to 2.0 million shipments. For the third quarter of 2020, 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 February 3, 2020, Saia implemented a 5.9 percent general rate increase. 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 decreased to 10.4 percent for the quarter ended September 30, 2020 compared to 12.8 percent for the quarter ended September 30, 2019, as a result of decreases in the cost of fuel.

For the nine months ended September 30, 2020, operating revenues were $1,345.9 million, up 0.2 percent from $1,343.7 million for the nine months ended September 30, 2019, primarily due to favorable pricing, partially offset by decreased volumes as a result of the COVID-19 economic impact. Fuel surcharge revenue as a percentage of operating revenue decreased to 11.3 percent for the nine months ended September 30, 2020, compared to 12.9 percent for the nine months ended September 30, 2019, as a result of decreases in the cost of fuel.

Operating expenses and margin

Consolidated operating income was $55.2 million in the third quarter of 2020 compared to $45.4 million in the prior year quarter. Overall, the operations were favorably impacted in the third quarter of 2020 by pricing actions and higher shipments, combined with continued focus on cost controls and operational efficiencies. The third quarter of 2020 operating ratio (operating expenses divided by operating revenue) was 88.5 percent compared to 90.3 percent for the same period in 2019.

Salaries, wages and benefits increased $1.9 million in the third quarter of 2020 compared to the third quarter of 2019 due to an increase in benefit and self insurance costs in the third quarter of 2020. Fuel, operating expenses and supplies decreased $10.2 million in the third quarter of 2020 compared to the prior year quarter largely due to decreases in fuel expense during the quarter, partially offset by an increase in building rent expense. During the third quarter of 2020, claims and insurance expense was $4.1 million higher than the third quarter of 2019 primarily due to increased severity of claims, an increase in total claims and higher cost of insurance. Purchased transportation increased $4.2 million in the third quarter of 2020 compared to the third quarter of 2019 primarily due to surges in demand and capacity constraints in the internal network during the third quarter of 2020.

For the nine months ended September 30, 2020, consolidated operating income was $129.7 million, up 3.6 percent compared to $125.2 million for the nine months ended September 30, 2019. This increase was largely due to an expanded terminal network compared to the prior year along with strategic adjustments made to the operating model earlier in 2020.

Salaries, wages and benefits increased $6.8 million during the first nine months of 2020 compared to the same period last year largely due to higher benefit and self insurance costs in the first nine months of 2020. Fuel, operating expenses and supplies decreased $30.2 million during the first nine months of 2020 compared to the same period last year largely due to decreases in fuel expenses and other operating expenses and supplies, partially offset by an increase in building rent expense compared to the first nine months of 2019. During the first nine months of 2020, claims and insurance expense was $10.1 million higher than the same period last year primarily due to increased severity of claims, an increase in total claims and higher cost of insurance. Purchased transportation decreased $1.9 million for the first nine months of 2020 compared to the same period last year primarily due to overall volume decreases during the first nine months of 2020 as a result of the economic impact of COVID-19.

Other

Substantially all non-operating expenses represent interest expense. Interest expense in the third quarter of 2020 was lower than the third quarter of 2019 due to decreased average interest rates and decreased borrowings in the third quarter of 2020. Interest expense in the first nine months of 2020 was $1.0 million lower than the first nine months of 2019 due to decreased average interest rates and decreased average borrowings in the first nine months of 2020.

The effective tax rate was 23.7 percent and 24.2 percent for the quarters ended September 30, 2020 and 2019, respectively. The decrease in the third quarter tax rate in 2020 is primarily a result of increased excess tax benefits related to stock activity. For the nine months ended September 30, 2020 and September 30, 2019, the effective tax rates were 22.2 percent and 23.4 percent, respectively.

Net income was $41.5 million, or $1.56 per diluted share, in the third quarter of 2020 compared to net income of $33.0 million, or $1.25 per diluted share, in the third quarter of 2019. Net income was $98.1 million, or $3.69 per diluted share, for the first nine months of 2020 compared to net income of $92.3 million, or $3.49 per diluted share, for the first nine months of 2019.

Working capital/capital expenditures

Working capital at September 30, 2020 was $4.4 million, which decreased from working capital at September 30, 2019 of $5.6 million.

Current assets at September 30, 2020 increased by $30.4 million as compared to September 30, 2019 and includes an increase in accounts receivable of $8.7 million, and an increase of cash and cash equivalents of $25.5 million. Current liabilities increased by $31.6 million at September 30, 2020 compared to September 30, 2019 largely due to an increase in accounts payable, and claims and insurance liabilities. Cash flows provided by operating activities were $239.0 million for the nine months ended September 30, 2020 versus $207.3 million for the nine months ended September 30, 2019. The increase is primarily due to a change in working capital compared to the same period last year. For the nine months ended September 30, 2020, net cash used in investing activities was $197.5 million versus $244.5 million in the same period last year, a $47.0 million decrease. This decrease resulted primarily from decreased capital expenditures for revenue equipment and real estate. The Company currently expects that capital expenditures in 2020 will be approximately $225 million. For the nine months ended September 30, 2020, net cash used in financing activities was $16.2 million compared to $35.0 million net cash provided by financing activities during the same period last year, as a result of improved net borrowings.

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 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.

On April 1, 2020, we offered all hourly full-time workers an additional five days of paid time off and offered one additional paid day off for our part-time workers in light of COVID-19. This action was an effort to provide employees time off for health issues or those of family and friends. We believe this action will result in approximately $10 million of additional benefit costs across the last nine months of the year. In September 2020, the 401(k) match for employees was retroactively reinstated from July 1, 2020 going forward.

If the Company continues to build market share, including through its geographic expansion, it expects numerous operating leverage cost benefits. Conversely, throughout the duration of the COVID-19 pandemic and the period of economic disruption, the Company plans to match resources and capacity to shifting volume levels to lessen any unfavorable operating leverage. Additionally, the Company’s renewal of insurance policies effective March 1, 2020 resulted in $6.2 million of anticipated cost increases for 2020 compared to 2019. 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 into the Northeastern United States, the COVID-19 pandemic and other factors discussed under “Forward-Looking Statements” and Part II, Item 1A. “Risk Factors.”

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

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 grid compared to the prior agreement. 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.

Finance Leases

The Company is obligated under finance leases with seven-year terms covering revenue equipment totaling $75.9 million and $90.5 million as of September 30, 2020 and December 31, 2019, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at September 30, 2020 and December 31, 2019 were 3.5 percent and 3.4 percent, respectively.

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 $272.9 million for the year ended December 31, 2019, while net cash used in investing activities was $281.0 million. Cash flows provided by operating activities were $239.0 million for the nine months ended September 30, 2020, $31.7 million higher than the first nine months of the prior year. The increase is primarily due to a change in working capital compared to the prior year. The timing of capital expenditures can largely be managed around the seasonal working capital requirements of the Company. The Company believes it has significant sources of capital to meet short-term liquidity needs through its operating cash flows and availability under the Amended Credit Agreement. At September 30, 2020, the Company had $227.0 million in availability under the Amended Credit Agreement, subject to the Company’s satisfaction of existing debt covenants. 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. The Company was in compliance with its debt covenants at September 30, 2020.

Net capital expenditures pertain primarily to investments in tractors and trailers and other revenue equipment, information technology, land and structures. Projected capital expenditures for 2020 are expected to be approximately $225 million. This would represent a decrease from 2019 net capital expenditures of $287 million for property and equipment, inclusive of equipment acquired using finance leases, information technology, and land and structures. Projected 2020 capital expenditures include a normal replacement cycle of revenue equipment and technology investment for our operations. Net capital expenditures were $197.5 million in the first nine months of 2020. Approximately $4.0 million of the 2020 remaining capital budget was committed as of September 30, 2020.

In addition to the principal amounts disclosed in the tables below, the Company has interest obligations of approximately $3.7 million for the remainder of 2020 and decreasing for each year thereafter based on borrowings and commitments outstanding at September 30, 2020.

Contractual Obligations

The following tables set forth a summary of our contractual cash obligations and other commercial commitments as of September 30, 2020 (in millions):

	Payments due by year
	2020		2021		2022		2023		2024		Thereafter		Total
Contractual cash obligations:
Long-term debt obligations:
Revolving line of credit (1)	$	—	$	—	$	—	$	—	$	45.0	$	—	$	45.0
Leases:
Finance Leases (1)		5.6		22.7		21.0		15.4		10.7		6.3		81.7
Operating leases		20.8		25.5		22.5		19.2		16.1		54.2		158.3
Purchase obligations (2)		5.4		—		—		—		—		—		5.4
Total contractual obligations	$	31.8	$	48.2	$	43.5	$	34.6	$	71.8	$	60.5	$	290.4

(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)	Includes commitments of $4.0 million for capital expenditures.

	Amount of commitment expiration by year
	2020		2021		2022		2023		2024		Thereafter		Total
Other commercial commitments:
Available line of credit (1)	$	—	$	—	$	—	$	—	$	227.0	$	—	$	227.0
Letters of credit		—		29.8		—		—		—		—		29.8
Surety bonds		0.1		59.3		—		—		—		—		59.4
Total commercial commitments	$	0.1	$	89.1	$	—	$	—	$	227.0	$	—	$	316.2

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

The Company has accrued approximately $1.1 million for uncertain tax positions and $0.1 million for interest and penalties related to the uncertain tax positions as of September 30, 2020. 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 September 30, 2020, the Company has $92.0 million in 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, 2019, 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 liabilities for self-funded retention 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.

•

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, 2019.

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, 2019. To help mitigate our risk to rising fuel prices, the Company has implemented a fuel surcharge program. This program is well established within the industry and customer acceptance of fuel surcharges remains high. Since the amount of fuel surcharge is based on average national fuel prices and is reset weekly, exposure of the Company to fuel price volatility is significantly reduced. However, the fuel surcharge may not fully offset fuel price fluctuations during periods of rapid increases or decreases in the price of fuel and is also subject to overall competitive pricing negotiations.

The following table provides information about the Company’s third-party financial instruments as of September 30, 2020. 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																		2020
	2020			2021			2022			2023			2024			Thereafter			Total		Fair Value
Fixed rate debt	$	4.9		$	20.6		$	19.5		$	14.6		$	10.2		$	6.1		$	75.9	$	76.1
Average interest rate		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%		3.5	%
Variable rate debt	$	—		$	—		$	—		$	—		$	45.0		$	—		$	45.0	$	45.0
Average interest rate		—			—			—			—			1.4	%		—

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.

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, 2019, as supplemented by the risk factor set forth below. The following is an amended and restated version of a risk factor included in Item 1A. “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

The global COVID-19 pandemic is having an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in businesses and industries that we serve. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely impact our business operations, financial condition, results of operations, liquidity and cash flows.

Our operations and financial performance have been negatively impacted by the COVID-19 pandemic that has caused, and could continue to cause, the global slowdown of economic activity (including the decrease in demand for a broad variety of goods and services), disruptions in global supply chains and significant volatility and disruption of financial markets. 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. Further, the ultimate impact of the COVID-19 pandemic on our operations, financial performance and financial condition depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel, quarantines, shelter in place orders and workforce pressures); pricing pressures brought about by actions of competitors; the impact of the pandemic and actions taken in response on global, national and regional economies, travel, and economic activity; general economic uncertainty in key global, national and regional markets and financial market volatility; global economic conditions and levels of economic activity, including the effects of a recession, depression or other significant economic downturn; and the timing and pace of recovery when the COVID-19 pandemic subsides.

The COVID-19 pandemic has subjected our operations, financial performance and financial condition to a number of risks, including, but not limited to those discussed below:

•

Operations-related risks: We are facing increased operational challenges and have incurred higher operating expenses from the need to protect employee health and safety, workplace disruptions and restrictions on the movement of people and goods, both at our own facilities and at those of our customers and suppliers. We have also experienced, and have the potential to experience again in the future, lower demand for our transportation services, increased costs, customer requests for potential payment deferrals, supply chain disruptions and delays and other challenges related directly and indirectly to the COVID-19 pandemic that adversely impact our business. We believe the longer the period of economic and global supply chain disruption continues, the more the adverse impact will be on our business operations, financial performance, financial condition and results of operations.

•

Liquidity- and funding-related risks: While we have sources of cash and liquidity and access to a committed credit line, a prolonged period of generating lower cash from operations could adversely affect our financial condition, including as a result of a failure to satisfy financial covenants contained in our credit agreements. Conditions in the financial and credit markets may also limit the availability of funding or increase the cost of funding, which could adversely affect our business, financial position and results of operations.

As the COVID-19 pandemic has adversely affected our operating and financial results earlier in 2020, it may also have the effect of heightening many of the other risks described in the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2019. In particular, see the risk factors regarding “General Economic Conditions,” “Highly Competitive Industry,” “Significant Ongoing Cash Requirements,” “Credit and Debt Agreements,” “Disruptions in Credit Markets,” “Creditworthiness of Our Customers” and “Market Value of Our Common Stock.” Further, the COVID-19 pandemic may also affect our operating and financial results and financial condition in a manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results or financial condition.

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
July 1, 2020 through
July 31, 2020		—	(2)	$	—	(2)		—	$	—
August 1, 2020 through
August 31, 2020		—	(3)	$	—	(3)		—		—
September 1, 2020 through
September 30, 2020		—	(4)	$	—	(4)		—		—
Total		—						—

(1)	Shares purchased by the Saia, Inc. Executive Capital Accumulation Plan were open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan sold 820 shares of Saia stock at an average price of $130.39 during the period of July 1, 2020 through July 31, 2020.
(3)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of August 1, 2020 through August 31, 2020.
(4)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of September 1, 2020 through September 30, 2020.

Item 3. Defaults Upon Senior Securities—None

Item 4. Mine Safety Disclosures—None

Item 5. Other Information—None

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		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 September 30, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2020 and 2019 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters and nine months ended September 30, 2020 and 2019 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104		The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURE

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

	SAIA, INC.

Date: October 29, 2020		/s/ Douglas L. Col
		Douglas L. Col
		Executive Vice President and Chief Financial Officer