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) May 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 May 2, 2022 Saia, Inc. issued a press release announcing its first quarter 2022 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 May 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: May 2, 2022	/s/ Kelly W. Benton
	Kelly W. Benton
	Vice President and Corporate Controller (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

Saia Reports Record First Quarter Results

JOHNS CREEK, GA – May 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 first quarter 2022 financial results.  Diluted earnings per share in the quarter were $2.98 compared to $1.40 in the first quarter of 2021.  

Highlights from the first quarter operating results were as follows:

First Quarter 2022 Compared to First Quarter 2021 Results

• Revenue was $661.2 million, a 36.6% increase

• Operating income was $103.4 million, a 112.4% increase

• Operating ratio of 84.4 compared to 89.9

• LTL shipments per workday increased 5.7%

• LTL tonnage per workday increased 9.5%

• LTL revenue per hundredweight increased 21.4%

• LTL revenue per shipment rose 25.7% to $329.30

“First quarter results include record quarterly revenue along with a record first quarter operating ratio of 84.4,” said Saia, Inc. President and Chief Executive Officer, Fritz Holzgrefe.  “Weather is always unpredictable in the first couple of months of the year, and while I would describe this year as pretty typical, I was particularly pleased with our ability to quickly restore network fluidity after storm events in January and February,” added Mr. Holzgrefe.

“Our record financial results highlight solid business activity across our customer base and our ability to provide outstanding service to our customers.  Revenue per shipment excluding fuel surcharges grew by nearly 20% in the quarter, reflecting strong pricing, as well as a benefit from heavier average shipment weight and a slightly longer average length of haul,” said Mr. Holzgrefe.

“We have opened two new terminals this year, and our opening pace will accelerate now that winter weather is behind us,” said Holzgrefe.  “I would anticipate another four terminal openings will be completed by the end of the second quarter and we are still anticipating opening a total of 10 to 15 new locations in 2022,” concluded Mr. Holzgrefe.

Saia, Inc. First Quarter 2022 Results

Page 2

Saia Executive Vice President and Chief Financial Officer, Douglas Col added, “Our results continue to reflect the success we are having as we execute on our plan to raise our value proposition to our customers.  As we add locations and get closer to our customers, we offer better coverage and a premium level of service.  Our ability to provide this premium service enables us to charge a commensurate premium rate and is key to not only overcoming inflationary costs we face, but also to improving margins to continue the investments in our Company and our employees,” concluded Mr. Col.

Financial Position and Capital Expenditures

Total debt was $44.9 million at March 31, 2022, and we ended the quarter with $141.3 million of cash on hand.  This compares to total debt of $66.0 million and $53.3 million of cash on hand at March 31, 2021.

Net capital expenditures were $45.4 million during the first three months of 2022.  This compares to $25.4 million in net capital expenditures during the first three months of 2021.  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 10:00 a.m. Eastern Time. To participate in the call, please dial 888-220-8474 or 323-794-2588 referencing conference ID #7209387. 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 May 30, 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 178 terminals with service across 45 states.  For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations.

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.

Saia, Inc. First Quarter 2022 Results

Page 3

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 policies 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) supply chain disruption and delays on new equipment delivery; (13) capacity and highway infrastructure constraints; (14) risks arising from international business operations and relationships; (15) seasonal factors, harsh weather and disasters caused by climate change; (16) economic declines in the geographic regions or industries in which our customers operate; (17) the creditworthiness of our customers and their ability to pay for services; (18) our need for capital and uncertainty of the credit markets; (19) the possibility of defaults under our debt agreements (including violation of financial covenants); (20) failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses; (21) dependence on key employees; (22) employee turnover from changes to compensation and benefits or market factors; (23) increased costs of healthcare benefits; (24) damage to our reputation from adverse publicity, including from the use of or impact from social media; (25) failure to make future acquisitions or to achieve acquisition synergies; (26) 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; (27) the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation; (28) the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations; (29) unforeseen costs from new and existing data privacy laws; (30) changes in accounting and financial standards or practices; (31) widespread outbreak of an illness or any other communicable disease, including the COVID-19 pandemic, or any other health crisis 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; (32) increasing investor and customer sensitivity to social and sustainability issues, including climate change; (33) anti-terrorism measures and terrorist events; (34)  provisions in our governing documents and Delaware law that may have anti-takeover effects; (35) issuances of equity that would dilute stock ownership; and (36) 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

Saia, Inc. First Quarter 2022 Results

Page 4

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.

Douglas Col

Executive Vice President and Chief Financial Officer

Investors@saia.com

Saia, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
	March 31, 2022			December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	141,325		$	106,588
Accounts receivable, net		322,343			276,755
Prepaid expenses and other		46,998			32,912
Total current assets		510,666			416,255
PROPERTY AND EQUIPMENT:
Cost		2,162,492			2,144,528
Less: accumulated depreciation		890,927			864,074
Net property and equipment		1,271,565			1,280,454
OPERATING LEASE RIGHT-OF-USE ASSETS		103,892			107,781
OTHER ASSETS		46,226			40,760
Total assets	$	1,932,349		$	1,845,250
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	130,163		$	114,010
Wages and employees' benefits		62,125			73,109
Other current liabilities		106,471			93,268
Current portion of long-term debt		18,373			19,396
Current portion of operating lease liability		21,989			21,565
Total current liabilities		339,121			321,348
OTHER LIABILITIES:
Long-term debt, less current portion		26,506			31,008
Operating lease liability, less current portion		84,062			88,409
Deferred income taxes		122,106			124,137
Claims, insurance and other		69,064			60,015
Total other liabilities		301,738			303,569
STOCKHOLDERS' EQUITY:
Common stock		26			26
Additional paid-in capital		267,745			274,633
Deferred compensation trust		(5,480	)		(4,101	)
Retained earnings		1,029,199			949,775
Total stockholders' equity		1,291,490			1,220,333
Total liabilities and stockholders' equity	$	1,932,349		$	1,845,250

Saia, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Quarters Ended March 31, 2022 and 2021
(Amounts in thousands, except per share data)
(Unaudited)
	First Quarter
	2022		2021
OPERATING REVENUE	$	661,216	$	484,074
OPERATING EXPENSES:
Salaries, wages and employees' benefits		289,463		244,437
Purchased transportation		78,248		45,031
Fuel, operating expenses and supplies		122,771		84,901
Operating taxes and licenses		16,573		14,338
Claims and insurance		10,736		11,480
Depreciation and amortization		39,952		35,372
Loss (gain) from property disposals, net		24		(199	)
Total operating expenses		557,767		435,360
OPERATING INCOME		103,449		48,714
NONOPERATING EXPENSES (INCOME):
Interest expense		692		852
Other, net		235		(131	)
Nonoperating expenses, net		927		721
INCOME BEFORE INCOME TAXES		102,522		47,993
Income tax expense		23,098		10,702
NET INCOME	$	79,424	$	37,291
Average common shares outstanding - basic		26,391		26,285
Average common shares outstanding - diluted		26,670		26,671
Basic earnings per share	$	3.01	$	1.42
Diluted earnings per share	$	2.98	$	1.40

Saia, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2022 and 2021
(Amounts in thousands)
(Unaudited)
	First Quarter
	2022			2021
OPERATING ACTIVITIES:
Net cash provided by operating activities	$	95,961		$	60,971
Net cash provided by operating activities		95,961			60,971
INVESTING ACTIVITIES:
Acquisition of property and equipment		(46,259	)		(25,568	)
Proceeds from disposal of property and equipment		883			180
Net cash used in investing activities		(45,376	)		(25,388	)
FINANCING ACTIVITIES:
Borrowing (repayment) of revolving credit agreement, net		–			–
Proceeds from stock option exercises		907			3,678
Shares withheld for taxes		(11,230	)		(6,350	)
Other financing activity		(5,525	)		(4,959	)
Net cash used in financing activities		(15,848	)		(7,631	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		34,737			27,952
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		106,588			25,308
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	141,325		$	53,260

Saia, Inc. and Subsidiaries
Financial  Information
For the Quarters Ended March 31, 2022 and 2021
(Unaudited)
										First Quarter
		First Quarter						%		Amount/Workday				%
		2022			2021			Change		2022		2021		Change
Workdays											64		63
Operating ratio			84.4	%		89.9	%
LTL tonnage (1)			1,387			1,247			11.2		21.67		19.79		9.5
LTL shipments (1)			1,962			1,826			7.4		30.65		28.99		5.7
LTL revenue/cwt.		$	23.29		$	19.18			21.4
LTL revenue/cwt., excluding fuel surcharges		$	19.28		$	16.68			15.6
LTL revenue/shipment		$	329.30		$	261.96			25.7
LTL revenue/shipment, excluding fuel surcharges		$	272.58		$	227.82			19.6
LTL pounds/shipment			1,414			1,366			3.5
LTL length of haul (2)			915			904			1.2
(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.

XML

Document And Entity Information	May 02, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 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