8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 2, 2022

SAIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-49983	48-1229851
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11465 Johns Creek Parkway, Suite 400 Johns Creek, GA	30097
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (770) 232-5067

No Changes.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 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. ☐

Item 2.02 Results of Operations and Financial Condition

On February 2, 2022 Saia, Inc. issued a press release announcing its fourth quarter 2021 results. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, of the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01	Financial Statements and Exhibits
99.1	Press release of Saia, Inc. dated February 2, 2022 announcing results of operations.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	SAIA, INC.
Date: February 2, 2022	/s/ Douglas L. Col
	Douglas L. Col
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

Saia Reports Record Fourth Quarter Results

JOHNS CREEK, GA – February 2, 2022 – Saia, Inc. (Nasdaq: SAIA), a leading transportation provider offering national less-than-truckload (LTL), non-asset truckload, expedited and logistics services, today reported fourth quarter 2021 financial results.  Diluted earnings per share in the quarter were $2.76 compared to $1.51 in the fourth quarter of 2020.  Full year diluted earnings per share were $9.48 in 2021 compared to $5.20 in 2020.

Highlights from the fourth quarter and full year operating results were as follows:

Fourth Quarter 2021 Compared to Fourth Quarter 2020 Results

• Revenue was $617.1 million, a 29.5% increase

• Operating income was $97.4 million, a 92.3% increase

• Operating ratio of 84.2 compared to 89.4

• LTL shipments per workday increased 3.3%

• LTL tonnage per workday increased 11.0%

• LTL revenue per hundredweight increased 19.6%

• LTL revenue per shipment rose 28.4% to $317

Full Year 2021 Results Compared to Full Year 2020 Results

• Revenue was $2.3 billion, a 25.6% increase

• Operating income was $335.1 million, a 85.9% increase

• Operating ratio of 85.4 compared to 90.1

• LTL shipments per workday rose 5.7%

• LTL tonnage per workday increased 12.4%

• LTL revenue per hundredweight increased 12.8%

• LTL revenue per shipment rose 20.0% to $289

“Our 2021 results reflect our ongoing efforts to profitably grow our business and expand our footprint to get closer to our customers.  In doing so, we add more value to our customers and are closing the gap on the premium pricing enjoyed by some of our closest competitors,” said Saia, Inc. President and Chief Executive Officer Fritz Holzgrefe.  “Revenue growth of 29.5% in the fourth quarter on LTL shipments per workday that grew 3.3% in the quarter is a reflection of this growing value proposition for our customers and their willingness to pay a fair price for great service,” added Holzgrefe.  

Saia, Inc. Fourth Quarter 2021 Results

Page 2

“Very similar to 2020, 2021 was filled with numerous challenges for our workforce and to post record results through ongoing Covid-related supply chain disruptions, as well as major storm events, is a testament to thousands of dedicated Saia employees.  We are still operating in challenging conditions and our Covid operating protocol continues,” commented Holzgrefe.

“Saia opened 7 new terminals in 2021 and plans are well underway for accelerated expansion of our network footprint in 2022 as we intend to open 10-15 new terminals this year.  As we grow the network, we also intend to increase capacity across the existing network and plan to relocate up to 10 existing terminals in 2022 to locations better suited for our expanding volumes,” concluded Holzgrefe.

Saia Executive Vice President and Chief Financial Officer, Douglas Col added, “In 2021 we were able to balance LTL shipment per workday growth of 5.7% with changes in mix and with targeted pricing action, to increase LTL revenue per shipment by 20.0%.  Cost per shipment increased due to heavier weight per shipment and longer length of haul, along with general inflationary pressures, but was less than the increase in LTL revenue per shipment.  The resulting 85.4 operating ratio was 470 basis points better than 2020 and was the best in our company’s 98-year history,” Col concluded.

Financial Position and Capital Expenditures

Total debt was $50.4 million at December 31, 2021, and we ended the year with $106.6 million of cash on hand.  This compares to total debt of $71.0 million and $25.3 million of cash on hand at December 31, 2020.

Net capital expenditures were $277.3 million in 2021.  This compares to $218.8 million in net capital expenditures during 2020.  In 2022, we anticipate net capital expenditures will be in excess of $500 million.

Conference Call

Management will hold a conference call to discuss quarterly results today at 11:00 a.m. Eastern Time. To participate in the call, please dial 888-394-8218 or 313-209-6544 referencing conference ID #8752077. Callers should dial in five to ten minutes in advance of the conference call. This call will be webcast live via the Company website at www.saia.com/about-us/investor-relations/financial-releases. A replay of the call will be offered two hours after the completion of the call through March 2, 2022 at 1:00 p.m. Eastern Time. The replay will be available by dialing 888-203-1112.

Saia, Inc. (NASDAQ: SAIA) offers customers a wide range of less-than-truckload, non-asset truckload, expedited and logistics services.  With headquarters in Georgia, Saia LTL Freight operates 176 terminals with service across 44 states.  For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations.

Saia, Inc. Fourth Quarter 2021 Results

Page 3

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission 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 news release may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this news release 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, (1) general economic conditions including downturns or inflationary periods in the business cycle; (2) operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; (3) industry-wide external factors largely out of our control; (4) cost and availability of qualified drivers, dock workers and other employees, purchased transportation and fuel; (5) claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; (6) 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; (7) failure to successfully execute the strategy to expand our service geography; (8) 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; (9) failure to keep pace with technological developments; (10) labor relations, including the adverse impact should a portion of our workforce become unionized; (11) cost and availability of real property and revenue equipment; (12) capacity and highway infrastructure constraints; (13) risks arising from international business operations and relationships; (14) seasonal factors, harsh weather and disasters caused by climate change; (15) economic declines in the geographic regions or industries in which our customers operate; (16) the creditworthiness of our customers and their ability to pay for services; (17) our need for capital and uncertainty of the credit markets; (18) the possibility of defaults under our debt agreements (including violation of financial covenants); (19) failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses; (20) dependence on key employees; (21) increased costs of healthcare benefits; (22) damage to our reputation from adverse publicity, including from the use of or impact from social media; (23) failure to make future acquisitions or to achieve acquisition synergies; (24) the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future; (25) the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation; (26) 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; (27) unforeseen costs from new and existing data privacy laws; (28) changes in accounting and financial standards or practices; (29) widespread outbreak of an illness or any other communicable disease, including the COVID-19 pandemic, or any other health crisis

Saia, Inc. Fourth Quarter 2021 Results

Page 4

or business disruptions and higher costs that may arise from the COVID-19 pandemic in the future, including governmental regulations requiring that employees be vaccinated or be tested regularly for COVID-19 before reporting to work; (30) increasing investor and customer sensitivity to social and sustainability issues, including climate change; (31) anti-terrorism measures and terrorist events; (32)  provisions in our governing documents and Delaware law that may have anti-takeover effects; (33) issuances of equity that would dilute stock ownership; and (34) other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

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 news release. 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 law.

# # #

CONTACT:Saia, Inc.

Investor Relations

investors@saia.com

770.232.4088

Saia, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
	December 31, 2021			December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	106,588		$	25,308
Accounts receivable, net		276,755			216,899
Prepaid expenses and other		32,912			29,489
Total current assets		416,255			271,696
PROPERTY AND EQUIPMENT:
Cost		2,144,528			1,901,244
Less: accumulated depreciation		864,074			765,217
Net property and equipment		1,280,454			1,136,027
OPERATING LEASE RIGHT-OF-USE ASSETS		107,781			113,715
OTHER ASSETS		40,760			27,336
Total assets	$	1,845,250		$	1,548,774
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	114,010		$	89,381
Wages and employees' benefits		73,109			55,392
Other current liabilities		93,268			90,184
Current portion of long-term debt		19,396			20,588
Current portion of operating lease liability		21,565			20,209
Total current liabilities		321,348			275,754
OTHER LIABILITIES:
Long-term debt, less current portion		31,008			50,388
Operating lease liability, less current portion		88,409			95,321
Deferred income taxes		124,137			119,818
Claims, insurance and other		60,015			46,205
Total other liabilities		303,569			311,732
STOCKHOLDERS' EQUITY:
Common stock		26			26
Additional paid-in capital		274,633			267,666
Deferred compensation trust		(4,101	)		(2,944	)
Retained earnings		949,775			696,540
Total stockholders' equity		1,220,333			961,288
Total liabilities and stockholders' equity	$	1,845,250		$	1,548,774

Saia, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Quarters and Years Ended December 31, 2021 and 2020
(Amounts in thousands, except per share data)
(Unaudited)
	Fourth Quarter						Years
	2021			2020			2021			2020
OPERATING REVENUE	$	617,081		$	476,482		$	2,288,704		$	1,822,366
OPERATING EXPENSES:
Salaries, wages and employees' benefits		273,393			248,246			1,063,703			963,260
Purchased transportation		70,005			44,851			249,710			141,369
Fuel, operating expenses and supplies		107,505			76,327			381,904			299,234
Operating taxes and licenses		15,626			14,094			59,095			56,294
Claims and insurance		17,019			9,109			61,345			49,761
Depreciation and amortization		35,927			34,177			141,700			134,655
Loss (gain) from property disposals, net		221			(970	)		(3,894	)		(2,528	)
Total operating expenses		519,696			425,834			1,953,563			1,642,045
OPERATING INCOME		97,385			50,648			335,141			180,321
NONOPERATING EXPENSES (INCOME):
Interest expense		749			1,007			3,212			5,177
Other, net		(297	)		(539	)		(844	)		(1,134	)
Nonoperating expenses, net		452			468			2,368			4,043
INCOME BEFORE INCOME TAXES		96,933			50,180			332,773			176,278
Income tax expense		23,172			9,944			79,538			37,938
NET INCOME	$	73,761		$	40,236		$	253,235		$	138,340
Average common shares outstanding - basic		26,336			26,203			26,322			26,140
Average common shares outstanding - diluted		26,734			26,653			26,707			26,592
Basic earnings per share	$	2.80		$	1.54		$	9.62		$	5.29
Diluted earnings per share	$	2.76		$	1.51		$	9.48		$	5.20

Saia, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the twelve months ended December 31, 2021 and 2020
(Amounts in thousands)
(Unaudited)
	Years
	2021			2020
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	382,592		$	309,145
Net cash provided by operating activities		382,592			309,145
INVESTING ACTIVITIES:
Acquisition of property and equipment		(285,746	)		(231,142	)
Proceeds from disposal of property and equipment		8,398			12,325
Other		(500	)		–
Net cash used in investing activities		(277,848	)		(218,817	)
FINANCING ACTIVITIES:
Borrowing (repayment) of revolving credit agreement, net		–			(45,929	)
Proceeds from stock option exercises		3,678			3,786
Shares withheld for taxes		(6,571	)		(3,600	)
Other financing activity		(20,571	)		(19,525	)
Net cash used in financing activities		(23,464	)		(65,268	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		81,280			25,060
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		25,308			248
CASH AND CASH EQUIVALENTS, END OF YEAR	$	106,588		$	25,308

Saia, Inc. and Subsidiaries
Financial  Information
For the Quarters Ended December 31, 2021 and 2020
(Unaudited)
										Fourth Quarter
		Fourth Quarter						%		Amount/Workday				%
		2021			2020			Change		2021		2020		Change
Workdays											61		62
Operating ratio			84.2	%		89.4	%
LTL tonnage (1)			1,346			1,233			9.2		22.07		19.89		11.0
LTL shipments (1)			1,888			1,859			1.6		30.96		29.98		3.3
LTL revenue/cwt.		$	22.24		$	18.60			19.6
LTL revenue/cwt., excluding fuel surcharges		$	18.89		$	16.57			14.0
LTL revenue/shipment		$	317.04		$	246.88			28.4
LTL revenue/shipment, excluding fuel surcharges		$	269.30		$	219.94			22.4
LTL pounds/shipment			1,426			1,327			7.5
LTL length of haul (2)			924			898			2.9
(1)	In thousands.
(2)	In miles.
Note:	LTL operating statistics exclude transportation and logistics services where pricing is generally not determined by weight.  The LTL operating statistics also exclude the adjustment required for financial statement purposes in accordance with the Company's revenue recognition policy.

Saia, Inc. and Subsidiaries
Financial  Information
For the Years Ended December 31, 2021 and 2020
(Unaudited)
										Year Over Year
		Year Over Year						%		Amount/Workday				%
		2021			2020			Change		2021		2020		Change
Workdays											252		254
Operating ratio			85.4	%		90.1	%
LTL tonnage (1)			5,401			4,842			11.5		21.43		19.06		12.4
LTL shipments (1)			7,730			7,371			4.9		30.68		29.02		5.7
LTL revenue/cwt.		$	20.68		$	18.33			12.8
LTL revenue/cwt., excluding fuel surcharges		$	17.72		$	16.27			8.9
LTL revenue/shipment		$	289.00		$	240.86			20.0
LTL revenue/shipment, excluding fuel surcharges		$	247.56		$	213.71			15.8
LTL pounds/shipment			1,397			1,314			6.3
LTL length of haul (2)			913			879			3.9
(1)	In thousands.
(2)	In miles.

XML

Document And Entity Information	Feb. 02, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2022
Entity Registrant Name	SAIA, INC.
Entity Central Index Key	0001177702
Entity Emerging Growth Company	false
Entity File Number	0-49983
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	48-1229851
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $.001 per share
Trading Symbol	SAIA
Name of each exchange on which registered	NASDAQ