Pamt Corp 10-Q for FY2023 Q1
Pamt Corp (PAMT)
About this 10-Q
Pamt Corp filed this 10-Q on May 2, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).
Headline figures
Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $221.72M
- up 1.0% from $219.45M a year earlier
- Net income
- $5.23M
- down 78.2% from net income of $23.94M a year earlier
- Diluted EPS
- $0.23
- down 78.3% from $1.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________to__________
P.A.M. TRANSPORTATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification no.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| | | | |
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 the filing requirements for the past 90 days.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ | |
| 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| Class | Outstanding at April 19, 2023 | |
| Common Stock, $.01 Par Value | |
P.A.M. TRANSPORTATION SERVICES, INC.
Form 10-Q
For the Quarter Ended March 31, 2023
Table of Contents
Item 1. Financial Statements.
| P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share data) |
| March 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable-net: | ||||||||
| Trade, less current estimated credit loss of $ and $, respectively | ||||||||
| Other | ||||||||
| Inventories | ||||||||
| Prepaid expenses and deposits | ||||||||
| Marketable equity securities | ||||||||
| Income taxes refundable | ||||||||
| Total current assets | ||||||||
| Property and equipment: | ||||||||
| Land | ||||||||
| Structures and improvements | ||||||||
| Revenue equipment | ||||||||
| Office furniture and equipment | ||||||||
| Total property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other liabilities | ||||||||
| Current maturities of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term debt - less current portion | ||||||||
| Deferred income taxes | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note L) | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock, $ par value, shares authorized; issued | ||||||||
| Common stock, $ par value, shares authorized; and shares issued; and shares outstanding at March 31, 2023 and December 31, 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost; and shares at March 31, 2023 and December 31, 2022, respectively | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
| See notes to condensed consolidated financial statements. |
| P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited) (in thousands, except per share data) |
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| OPERATING REVENUES: |
||||||||
| Revenue, before fuel surcharge |
$ | $ | ||||||
| Fuel surcharge |
||||||||
| Total operating revenues |
||||||||
| OPERATING EXPENSES AND COSTS: |
||||||||
| Salaries, wages and benefits |
||||||||
| Operating supplies and expenses |
||||||||
| Rent and purchased transportation |
||||||||
| Depreciation |
||||||||
| Insurance and claims |
||||||||
| Other |
||||||||
| Gain on sale or disposition of equipment |
( |
) | ( |
) | ||||
| Total operating expenses and costs |
||||||||
| OPERATING INCOME |
||||||||
| NON-OPERATING INCOME |
||||||||
| INTEREST EXPENSE |
( |
) | ( |
) | ||||
| INCOME BEFORE INCOME TAXES |
||||||||
| FEDERAL AND STATE INCOME TAX EXPENSE (BENEFIT): |
||||||||
| Current |
||||||||
| Deferred |
( |
) | ||||||
| Total federal and state income tax expense |
||||||||
| NET INCOME |
$ | $ | ||||||
| INCOME PER COMMON SHARE: |
||||||||
| Basic |
$ | $ | ||||||
| Diluted |
$ | $ | ||||||
| AVERAGE COMMON SHARES OUTSTANDING: |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
| See notes to condensed consolidated financial statements. |
| P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands) |
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
||||||||
| Bad debt expense |
||||||||
| Stock compensation-net of excess tax benefits |
||||||||
| Provision for deferred income taxes |
( |
) | ||||||
| Loss/(Gain) on marketable equity securities |
( |
) | ||||||
| Gain on sale or disposition of equipment |
( |
) | ( |
) | ||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ||||||
| Prepaid expenses, deposits, inventories, and other assets |
( |
) | ||||||
| Income taxes payable |
||||||||
| Trade accounts payable |
( |
) | ||||||
| Accrued expenses and other liabilities |
||||||||
| Net cash provided by operating activities |
||||||||
| INVESTING ACTIVITIES: |
||||||||
| Purchases of property and equipment |
( |
) | ( |
) | ||||
| Proceeds from disposition of equipment |
||||||||
| Net cash provided by / (used in) investing activities |
( |
) | ||||||
| FINANCING ACTIVITIES: |
||||||||
| Borrowings under line of credit |
||||||||
| Repayments under line of credit |
( |
) | ( |
) | ||||
| Borrowings of long-term debt |
||||||||
| Repayments of long-term debt |
( |
) | ( |
) | ||||
| Borrowings under margin account |
||||||||
| Repayments under margin account |
( |
) | ( |
) | ||||
| Repurchases of common stock |
( |
) | ( |
) | ||||
| Net cash (used in) / provided by financing activities |
( |
) | ||||||
| NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH -Beginning of period |
||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH -End of period |
$ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
| Cash paid during the period for: |
||||||||
| Interest |
$ | $ | ||||||
| Income taxes |
$ | |||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: |
||||||||
| Purchases of property and equipment included in accounts payable |
$ | $ | ||||||
| See notes to condensed consolidated financial statements. |
P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited)
(in thousands)
| Common Stock Shares / Amount |
Additional Paid-In Capital |
Treasury Stock |
Retained Earnings |
Total |
||||||||||||||||||||
| Balance at January 1, 2023 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net Income |
- | |||||||||||||||||||||||
| Treasury stock repurchases |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Restricted stock issued |
- | - | - | - | - | |||||||||||||||||||
| Stock based compensation |
- | |||||||||||||||||||||||
| Balance at March 31, 2023 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Common Stock Shares / Amount |
Additional Paid-In Capital |
Treasury Stock |
Retained Earnings |
Total |
||||||||||||||||||||
| Balance at January 1, 2022 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net Income |
- | |||||||||||||||||||||||
| Stock Split |
- | ( |
) | |||||||||||||||||||||
| Treasury stock repurchases |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Retirement of Treasury Shares |
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Stock based compensation |
- | |||||||||||||||||||||||
| Balance at March 31, 2022 |
$ | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
All prior period share and per share data has been retroactively adjusted to reflect the stock split that occurred on March 29, 2022.
P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
March 31, 2023
NOTE A: BASIS OF PRESENTATION
In accordance with generally accepted accounting principles (“GAAP”) and applicable rules of the Securities and Exchange Commission, the information reported in this Quarterly Report on Form 10-Q for P.A.M. Transportation Services, Inc. and its legally distinct subsidiaries, unless otherwise indicated, is presented on a consolidated basis. Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “P.A.M.,” the “Company,” “we,” “our,” or “us” mean P.A.M. Transportation Services, Inc. and its consolidated subsidiaries.
The consolidated financial results for the three months ended March 31, 2023, include the results of our recently formed subsidiaries, Met Express, Inc. and Costar Equipment, Inc., from June 14, 2022, the date of the acquisition of substantially all of the assets and certain liabilities of Metropolitan Trucking, Inc. and its related entities, through March 31, 2023. All material intercompany items and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three-month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and the footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022.
On March 8, 2022, our Board of Directors declared a
NOTE B: RECENT ACCOUNTING PRONOUNCEMENTS
The Company considered the applicability and impact of all accounting standard updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") to the Accounting Standards Codification ("ASC") and has determined there are no ASUs that have not already been adopted which require significant consideration for disclosure as of March 31, 2023. Additionally, the Company did not adopt any new ASUs during the quarter ended March 31, 2023.
NOTE C: REVENUE RECOGNITION
The Company has a single performance obligation, which is to transport our customer’s freight from a specified origin to a specified destination. The Company has the discretion to choose to self-transport or to arrange for alternate transportation to fulfill the performance obligation. Where the Company decides to self-transport the freight, the Company classifies the service as truckload services, and where the Company arranges for alternate transportation of the freight, the Company classifies the service as brokerage and logistics services. In either case, the Company is paid a rate to transport freight from its origin location to a specified destination. Because the primary factors influencing revenue recognition, including performance obligation, customer base, and timing of revenue recognition, are the same for both of its service categories, the Company utilizes the same revenue recognition method throughout its operations.
Company revenue is generated from freight transportation services performed utilizing heavy truck trailer combinations. While various ownership arrangements may exist for the equipment utilized to perform these services, including Company owned or leased, owner-operator owned, and third-party carriers, revenue is generated from the same base of customers. Contracts with these customers establish rates for services performed, which are predominantly rates that will be paid to pick up, transport and drop off freight at various locations. In addition to transportation, revenue is also awarded for various accessorial services performed in conjunction with the base transportation service. The Company also has other revenue categories that are not discussed in this note or broken out in our condensed consolidated statements of operations due to their immaterial amounts.
In fulfilling the Company’s obligation to transport freight from a specified origin to a specified destination, control of freight is transferred to us at the point it has been loaded into the driver’s trailer, the doors are sealed and the driver has signed a bill of lading, which is the basic transportation agreement that establishes the nature, quantity and condition of the freight loaded, the responsibility for invoice payment and the pickup and delivery locations. Our revenue is generated, and our customer receives benefit, as the freight progresses towards delivery locations. In the event our customer cancels the shipment at some point prior to the final delivery location and re-consigns the shipment to an alternate delivery location, we are entitled to receive payment for services performed for the partial shipment. Shipments are generally conducted over a relatively short time span, generally one to three days; however, freight is sometimes stored temporarily in our trailer at one of our drop yard locations or at a location designated by a customer. Our revenue is categorized as either Freight Revenue or Fuel Surcharge Revenue, and both are earned by performing the same freight transportation services, as discussed further below.
Freight Revenue – revenue generated by the performance of the freight transportation service, including any accessorial service, provided to customers.
Fuel Surcharge Revenue – revenue designed to adjust freight revenue rates to an agreed-upon base cost for diesel fuel. Diesel fuel prices can fluctuate widely during the term of a contract with a customer. At the point that freight revenue rates are negotiated with customers, a sliding scale is agreed upon that approximately adjusts diesel fuel costs to an agreed-upon base amount. In general, as fuel prices increase, revenue from fuel surcharge increases, so that diesel fuel cost is adjusted to the approximate base amount agreed upon.
Revenue is recognized over time as the freight progresses towards its destination and the transportation service obligation is fulfilled. For loads picked up during the reporting period, but delivered in a subsequent reporting period, revenue is allocated to each period based on the transit time in each period as a percentage of total transit time. There are no assets or liabilities recorded in conjunction with revenue recognized, other than accounts receivable and estimated credit losses.
NOTE D: MARKETABLE EQUITY SECURITIES
The Company’s investments in marketable securities consist of equity securities with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income.
Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note J.
The following table sets forth market value, cost, and unrealized gains on equity securities as of March 31, 2023 and December 31, 2022.
| March 31, 2023 |
December 31, 2022 |
|||||||
| (in thousands) |
||||||||
| Fair market value |
$ | $ | ||||||
| Cost |
||||||||
| Unrealized gain |
$ | $ | ||||||
The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of March 31, 2023 and December 31, 2022.
| March 31, 2023 |
December 31, 2022 |
|||||||
| (in thousands) |
||||||||
| Gross unrealized gains |
$ | $ | ||||||
| Gross unrealized losses |
||||||||
| Net unrealized gain |
$ | $ | ||||||
The Company did not sell any marketable equity securities and had no realized gains or losses during the quarter ending on March 31, 2023 or 2022, respectively.
For the quarter ended March 31, 2023, the Company recognized dividends received of approximately $
The Company’s equity securities are periodically used as collateral against any outstanding margin account borrowings. As of March 31, 2023, and December 31, 2022, the Company had outstanding borrowings of approximately $
Our marketable equity securities portfolio had a net unrealized pre-tax loss in market value of approximately $
NOTE E: STOCK-BASED COMPENSATION
The Company maintains a stock incentive plan (the “Plan”) under which incentive and nonqualified stock options and other stock awards may be granted. Under the Plan,
During February 2023, the Company granted
The total grant date fair value of stock vested during the first three months of 2023 was approximately $
There were no stock awards that vested during the first three months of 2022. The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2022, was approximately $
A summary of the status of the Company’s non-vested restricted stock as of March 31, 2023, and changes during the three months ended March 31, 2023, is as follows:
| Restricted Stock |
||||||||
| Number of Shares |
Weighted- Average Grant Date Fair Value |
|||||||
| Non-vested at January 1, 2023 |
$ | |||||||
| Granted |
||||||||
| Canceled/forfeited/expired |
||||||||
| Vested |
( |
) | ||||||
| Non-vested at March 31, 2023 |
$ | |||||||
NOTE F: SEGMENT INFORMATION
The Company follows the guidance provided by ASC Topic 280, Segment Reporting, in its identification of operating segments. The Company has determined that it has a total of
| Three Months Ended March 31, |
||||||||||||||||
| 2023 |
2022 |
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| Amount |
% |
Amount |
% |
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| (in thousands, except percentage data) |
||||||||||||||||
| Truckload Services revenue |
$ | $ | ||||||||||||||
| Brokerage and Logistics Services revenue |
||||||||||||||||
| Total revenues |
$ | $ | ||||||||||||||
NOTE G: TREASURY STOCK
The Company’s stock repurchase program has been extended and expanded several times, most recently in November 2021, when the Board of Directors reauthorized
The Company accounts for treasury stock using the cost method. As of March 31, 2023,
NOTE H: EARNINGS PER SHARE
Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding by common stock equivalents attributable to dilutive restricted stock. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. The computations of basic and diluted earnings per share were as follows:
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| (in thousands, except per share data) |
||||||||
| Net income |
$ | $ | ||||||
| Basic weighted average common shares outstanding |
||||||||
| Dilutive effect of common stock equivalents |
||||||||
| Diluted weighted average common shares outstanding |
||||||||
| Basic earnings per share |
$ | $ | ||||||
| Diluted earnings per share |
$ | $ | ||||||
NOTE I: INCOME TAXES
The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which the Company operates generally provide for a deficiency assessment statute of limitations period of years, and as a result, the Company’s tax years and forward remain open to examination in those jurisdictions.
In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of ASC 740-10-30, Accounting for Income Taxes, weighs all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of March 31, 2023, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of March 31, 2023, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During the three months ended March 31, 2023 and 2022, the Company has recognized or accrued any interest or penalties related to uncertain income tax positions.
The Company’s effective income tax rates were
NOTE J: FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash and cash equivalents, marketable equity securities, accounts receivable, trade accounts payable, and borrowings.
The Company follows the guidance for financial assets and liabilities measured on a recurring basis. This guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
| Level 1: |
Quoted market prices in active markets for identical assets or liabilities. |
|
|
|
|
|
| Level 2: |
Inputs other than Level 1 inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable; or other inputs not directly observable, but derived principally from, or corroborated by, observable market data. |
|
|
|
|
|
| Level 3: |
Unobservable inputs that are supported by little or no market activity. |
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
At March 31, 2023, the following items are measured at fair value on a recurring basis:
| Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
| (in thousands) |
||||||||||||||||
| Marketable equity securities |
$ | $ | - | - | ||||||||||||
The Company’s investments in marketable securities are recorded at fair value based on quoted market prices. The carrying value of other financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities.
The carrying amount for the line of credit approximates fair value because the line of credit interest rate is adjusted frequently.
For long-term debt other than the lines of credit, the fair values are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The carrying value and estimated fair value of this other long-term debt at March 31, 2023 was as follows:
| Carrying Value |
Estimated Fair Value |
|||||||
| (in thousands) |
||||||||
| Long-term debt |
$ | $ | ||||||
The Company has not elected the fair value option for any of its financial instruments.
NOTE K: NOTES PAYABLE
During the first three months of 2023, the Company’s subsidiaries did not enter into any new installment obligations.
NOTE L: LITIGATION
We are involved in certain claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. We are currently self-insured for certain layers of auto liability claims in excess of $
If we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.
We were named a defendant in a putative class action lawsuit filed on August 6, 2021, in the United States District Court for the Western District of Arkansas. The complaint alleged failure to pay over-the-road drivers minimum wage under the Fair Labor Standards Act and the Arkansas Minimum Wage Act, violations of the Electronic Funds Transfer Act (EFTA), violations of the Arkansas Wage Payment Law (discharge pay and unlawful, usurious advance fees), violations of the Arkansas Common Law, and violations of the Racketeer Influenced and Corrupt Organizations Act (RICO). We denied liability on all claims. On August 5, 2022, the parties filed a Joint Motion for Preliminary Approval of a Collective and Class Action Settlement. On October 7, 2022, the parties submitted to the court an executed Settlement Agreement and Release, to resolve and release all claims asserted in the litigation from January 1, 2020, through July 31, 2022, for $
NOTE M: LEASES
The Company currently leases shop, office and parking spaces in various locations in the United States and Mexico. The initial term for the majority of these leases is one year or less, with an option for early cancellation and an option to renew for subsequent one- month periods. These leases can be terminated by either party by providing notice to the other party of the intent to cancel or to not extend. Relatively short lease durations for these properties are intended to provide flexibility to the Company as changing operational needs and shifting opportunities often result in cancellation or non-renewal of these leases by the Company or the lessor.
The initial lease term for certain shop and office locations is for periods ranging from to years with early cancellation options. The Company prefers that leases include early cancellation provisions to prevent becoming locked into long-term leases that become operationally unjustified and to allow the flexibility to pursue more cost-effective options for similar properties if they become available. These leases often include the option to extend for additional periods, which may or may not be exercised. Based on historical experience, the Company does not always extend these leases, sometimes exercises the option to cancel leases early and sometimes lessors choose to cancel leases or not extend.
The Company leases trucks to owner-operators under our lease-to-own program. We also lease dock space to a related party at our Laredo, Texas terminal.
Right-of-Use Leases
The Company is party to operating leases which include initial terms ranging from to years and which do not include an option for early cancellation. In accordance with the provisions of ASC Topic 842, these leases resulted in the recognition of right-of-use assets and corresponding operating lease liabilities, respectively, valued at $
Scheduled amounts and timing of cash flows arising from future right-of-use operating lease payments at March 31, 2023, are:
| Maturity of Lease Liabilities |
(in thousands) |
|||
| 2023 (remaining) |
$ | |||
| 2024 |
||||
| 2025 and thereafter |
||||
| Total undiscounted operating lease payments |
$ | |||
| Less: Imputed interest |
( |
) | ||
| Present value of operating lease liabilities |
$ | |||
| Balance Sheet Classification |
||||
| Right-of-use assets (recorded in other non-current assets) |
$ | |||
| Current lease liabilities (recorded in other current liabilities) |
$ | |||
| Long-term lease liabilities (recorded in other long-term liabilities) |
||||
| Total operating lease liabilities |
$ | |||
| Other Information |
||||
| Weighted-average remaining lease term for operating leases (in years) |
||||
| Weighted-average discount rate for operating leases |
% | |||
Cash Flows
Operating Lease Costs
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| (in thousands) |
||||||||
| Long term |
$ | $ | ||||||
| Short term |
||||||||
| Total |
$ | $ | ||||||
Lease Revenue
The Company's operating lease revenue is disclosed in the table below.
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| (in thousands) |
||||||||
| Leased truck revenue (recorded in revenue, before fuel surcharge) |
$ | $ | ||||||
| Leased facility space revenue (recorded in non-operating income) |
||||||||
| Total lease revenue |
$ | $ | ||||||
The Company leases trucks to owner-operators under operating leases, which generally have a term of up to years and include options to purchase the truck at the end of the lease. In the event that an independent contractor defaults on their lease, the Company generally leases the truck to another independent contractor.
As of March 31, 2023, the gross carrying value of trucks underlying these leases was $
The Company leases dock space to a related party at our Laredo, Texas, terminal. The dock space is depreciated in conjunction with the structures and improvements for the entire Laredo terminal on a straight-line basis over the estimated useful life of the assets. Lease income is recorded as a component of non-operating income in our condensed consolidated statements of operations.
Lease Receivables
Future minimum operating lease payments receivable at March 31, 2023:
| (in thousands) |
||||
| 2023 (remaining) |
$ | |||
| 2024 |
||||
| 2025 |
||||
| 2026 |
||||
| 2027 and thereafter |
||||
| Total future minimum lease payments receivable |
$ | |||
NOTE N: NONCASH INVESTING AND FINANCING ACTIVITIES
The Company did finance any equipment purchases during the first three months of 2023 utilizing noncash financing.
NOTE O: ACQUISITION OF METROPOLITAN TRUCKING
On June 14, 2022, subsidiaries of the Company, Met Express, Inc. and Costar Equipment, Inc. (collectively, the “Buyer”), entered into an Asset Purchase Agreement with Metropolitan Trucking, Inc. and related subsidiaries. Metropolitan Trucking, Inc. was a truckload carrier headquartered in Saddle Brook, New Jersey, providing asset-based dry van truckload transportation services, including local, regional, and dedicated services. The acquisition has been determined to be a business combination.
Pursuant to the Asset Purchase Agreement, the Buyer acquired substantially all the assets and assumed certain specified liabilities of Metropolitan Trucking, Inc., and its related entities (the “Transaction”). The Buyer paid $
Total cash paid of $
The results of the acquired business have been included in the condensed consolidated financial statements since the date of acquisition and represented
The allocation of the purchase price is detailed in the tables below.
The assets and liabilities associated with the acquisition were recorded at their fair values as of the acquisition date and the amounts are as follows:
| (in thousands) |
||||
| Trade and other accounts receivable |
$ | |||
| Other current assets |
||||
| Property and equipment |
||||
| Total assets |
||||
| Accounts payable |
( |
) | ||
| Long-term debt |
( |
) | ||
| Total cash paid |
$ | |||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING INFORMATION
Certain information included in this Quarterly Report on Form 10-Q constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, inflation, interest rates, fuel taxes, tolls, and license and registration fees; potential economic, business or operational disruptions or uncertainties that may result from any future outbreaks of the COVID-19 pandemic or other public health crises; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations or policies; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the fiscal year ended December 31, 2022.
BUSINESS OVERVIEW
The Company is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers. Unless the context otherwise requires, this report presents information regarding the Company and its subsidiaries on a consolidated basis. The Company’s administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly-owned subsidiaries based in various locations around the United States and in Mexico and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company-owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage and logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this report.
For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed, and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 64.7% and 63.7% of total revenues, excluding fuel surcharges, for the quarters ended March 31, 2023, and 2022, respectively. The remaining revenues, excluding fuel surcharges, were generated from brokerage and logistics services.
The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefits costs, independent broker costs (which we record as purchased transportation), insurance, maintenance and capital equipment costs.
In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During the three months ended March 31, 2023 and 2022, approximately $28.3 million and $23.4 million, respectively, of the Company’s total revenue was generated from fuel surcharges. We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.
On June 14, 2022, newly formed subsidiaries of the Company completed the acquisition of substantially all the assets and certain liabilities of Metropolitan Trucking, Inc. and related entities (“Metropolitan”). Metropolitan was a 320-truck dry van truckload carrier, with the East Coast serving as its primary operating territory. The purchase price paid at closing included approximately $15.5 million in assumed debt and $64.3 million paid using available cash balances. The Company is currently operating these assets through its newly formed subsidiary, Met Express, Inc. See Note O to the condensed consolidated financial statements for more information regarding this acquisition.
RESULTS OF OPERATIONS – TRUCKLOAD SERVICES
The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Fuel costs are reported net of fuel surcharges.
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| (percentages) |
||||||||
| Operating revenues, before fuel surcharge |
100.0 | 100.0 | ||||||
| Operating expenses: |
||||||||
| Salaries, wages and benefits |
36.2 | 28.8 | ||||||
| Operating supplies and expenses |
10.0 | 6.5 | ||||||
| Rent and purchased transportation |
24.6 | 26.3 | ||||||
| Depreciation |
12.9 | 11.5 | ||||||
| Insurance and claims |
12.3 | 5.5 | ||||||
| Other |
3.8 | 2.9 | ||||||
| Gain on sale or disposal of property |
(0.5 | ) | (0.1 | ) | ||||
| Total operating expenses |
99.3 | 81.4 | ||||||
| Operating income |
0.7 | 18.6 | ||||||
| Non-operating income |
0.6 | 1.2 | ||||||
| Interest expense |
(1.5 | ) | (1.0 | ) | ||||
| (Loss) / Income before income taxes |
(0.2 | ) | 18.8 | |||||
THREE MONTHS ENDED MARCH 31, 2023 VS. THREE MONTHS ENDED MARCH 31, 2022
During the first quarter of 2023, truckload services revenue, before fuel surcharges, was relatively flat at $125.2 million as compared to $125.0 million during the first quarter of 2022. The increase in revenue was primarily the result of an increase in the total number of trucks operated during the first quarter of 2023 compared to the first quarter of 2022. This increase was largely offset by a decrease in the average rate per mile charged to our customers for the first quarter of 2023 compared to the first quarter of 2022.
Salaries, wages and benefits increased from 28.8% of revenues, before fuel surcharges, in the first quarter of 2022 to 36.2% of revenues, before fuel surcharges, during the first quarter of 2023. This percentage-based increase is primarily a result of the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, and operations wages with a decrease in revenue per mile for the periods compared, coupled with an increase in the number of employees during the first quarter of 2023 compared to the first quarter of 2022.
Operating supplies and expenses increased from 6.5% of revenues, before fuel surcharges, during the first quarter of 2022 to 10.0% of revenues, before fuel surcharges, during the first quarter of 2023. The increase relates primarily to a decrease in the average rate per mile charged to customers, coupled with an increase in miles driven.
Insurance and claims increased from 5.5% of revenues, before fuel surcharges, during the first quarter 2022 to 12.3% of revenues, before fuel surcharges, during the first quarter 2023. This increase relates primarily to an increase in accident reserves recognized in the first quarter of 2023, as compared to the first quarter of 2022. During the quarter ended March 31, 2023, the Company recorded a $10.0 million liability for claims expected to settle in excess of insurance limits specific to an accident in February 2022.
The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 81.4% for the first quarter of 2022 to 99.3% for the first quarter of 2023.
RESULTS OF OPERATIONS – LOGISTICS AND BROKERAGE SERVICES
The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage service operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics.
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2023 |
2022 |
|||||||
| (percentages) |
||||||||
| Operating revenues, before fuel surcharge |
100.0 | 100.0 | ||||||
| Operating expenses: |
||||||||
| Salaries, wages and benefits |
4.4 | 4.5 | ||||||
| Rent and purchased transportation |
82.4 | 82.2 | ||||||
| Other |
2.0 | 1.9 | ||||||
| Total operating expenses |
88.8 | 88.6 | ||||||
| Operating income |
11.2 | 11.4 | ||||||
| Non-operating income |
0.2 | 0.6 | ||||||
| Interest expense |
(0.6 | ) | (0.6 | ) | ||||
| Income before income taxes |
10.8 | 11.4 | ||||||
THREE MONTHS ENDED MARCH 31, 2023 VS. THREE MONTHS ENDED MARCH 31, 2022
During the first quarter of 2023, logistics and brokerage services revenue, before fuel surcharges, decreased 4.0% to $68.3 million as compared to $71.1 million during the first quarter of 2022. The decrease relates to a decrease in the average rates charged to customers during the first quarter of 2023 as compared to the first quarter of 2022.
Rents and purchased transportation increased from 82.2% of revenues, before fuel surcharges, during the first quarter of 2022 to 82.4% of revenues, before fuel surcharges, during the first quarter of 2023. The increase resulted from paying third-party carriers a larger percentage of customer revenue.
The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 88.6% for the first quarter of 2022 to 88.8% for the first quarter of 2023.
RESULTS OF OPERATIONS – COMBINED SERVICES
THREE MONTHS ENDED MARCH 31, 2023 VS. THREE MONTHS ENDED MARCH 31, 2022
Net income for all divisions was approximately $5.2 million, or 2.7% of revenues, before fuel surcharges, for the first quarter of 2023 as compared to net income of $23.9 million, or 12.2% of revenues, before fuel surcharges, for the first quarter of 2022. The decrease in net income resulted in diluted earnings per share of $0.23 for the first quarter of 2023 as compared to diluted earnings per share of $1.06 for the first quarter of 2022.
LIQUIDITY AND CAPITAL RESOURCES
Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, and borrowings under our credit facilities, installment notes, and investment margin account.
During the first three months of 2023, we generated $34.2 million in cash from operating activities. Investing activities generated $1.1 million in cash in the first three months of 2023. Financing activities used $16.9 million in cash in the first three months of 2023.
Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During the first three months of 2023, we utilized cash on hand and our line of credit to finance purchases of revenue equipment and other assets of approximately $6.1 million.
We commonly finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 36 to 84 months. During the first three months of 2023, the Company’s subsidiary, P.A.M. Transport, Inc., did not enter into any new installment obligations.
During the remainder of 2023, we expect to purchase approximately 340 new trucks and 1,000 new trailers while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $80.3 million.
We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.
During the first three months of 2023, we maintained a revolving line of credit. Amounts outstanding under the line bear interest at Term SOFR plus 1.35% (6.22% at March 31, 2023), are secured by our trade accounts receivable and mature on July 1, 2024. An “unused fee” of 0.25% is charged if average borrowings are less than $18.0 million. At March 31, 2023 outstanding advances on the line of credit were approximately $0.4 million, consisting of letters of credit, with availability to borrow $59.6 million.
Trade accounts receivable decreased from $134.7 million at December 31, 2022 to $131.4 million at March 31, 2023. The decrease resulted from a decrease in freight revenues, which flow through accounts receivable, during the first quarter of 2023 as compared to the fourth quarter of 2022.
Prepaid expenses and deposits decreased from $15.7 million at December 31, 2022 to $14.1 million at March 31, 2023. The decrease relates to the normal amortization of items prepaid as of December 31, 2022.
Revenue equipment decreased from $637.5 million at December 31, 2022 to $621.2 million at March 31, 2023. The decrease is primarily due to the disposition of aging trucks and trailers during the first quarter of 2023.
Accounts payable decreased from $48.9 million at December 31, 2022 to $46.2 million at March 31, 2023. This decrease was primarily attributable to a decrease in the amount due to third-party carriers as of March 31, 2023.
Accrued expenses and other liabilities increased from $34.2 million at December 31, 2022 to $43.3 million at March 31, 2023. The increase is primarily due to accruals of claims reserves during the first three months of 2023.
Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time. Long-term debt and current maturities of long-term debt, on an aggregate basis, decreased from $264.3 million at December 31, 2022 to $251.3 million at March 31, 2023. The decrease was primarily related to not financing the acquisition of additional revenue equipment during the first quarter of 2023.
NEW ACCOUNTING PRONOUNCEMENTS
See Note B to the condensed consolidated financial statements for a description of the most recent accounting pronouncements and their impact, if any, on the Company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Our primary market risk exposures include equity price risk, interest rate risk, commodity price risk (the price paid to obtain diesel fuel for our trucks), and foreign currency exchange rate risk. The potential adverse impacts of these risks are discussed below. While the Company has used derivative financial instruments in the past to manage its interest rate and commodity price risks, the Company does not currently enter into such instruments for risk management purposes or for speculation or trading.
The following sensitivity analyses do not consider the effects that an adverse change may have on the overall economy, nor do they consider additional actions we may take to mitigate our exposure to such changes. Actual results of changes in prices or rates may differ materially from the hypothetical results described below.
Equity Price Risk
We hold certain actively traded marketable equity securities, which subjects the Company to fluctuations in the fair market value of its investment portfolio based on the current market price of such securities. The recorded value of marketable equity securities decreased to $41.4 million at March 31, 2023 from $41.7 million at December 31, 2022. A 10% decrease in the market price of our marketable equity securities would cause a corresponding 10% decrease in the carrying amounts of these securities, or approximately $4.1 million. For additional information with respect to the marketable equity securities, see Note D to our condensed consolidated financial statements.
Interest Rate Risk
Our line of credit bears interest at a floating rate equal to SOFR plus a fixed percentage. Accordingly, changes in SOFR, which are affected by changes in interest rates, or a change to a new index rate, will affect the interest rate on, and therefore our costs under, the line of credit. Assuming $1.0 million of variable rate debt was outstanding under our line of credit for a full fiscal year, a hypothetical 100 basis point increase in SOFR would result in approximately $10,000 of additional interest expense.
Commodity Price Risk
Prices and availability of all petroleum products are subject to political, economic, and market factors that are generally outside of our control. Accordingly, the price and availability of diesel fuel, as well as other petroleum products, can be unpredictable. Because our operations are dependent upon diesel fuel, significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition. Based upon our 2022 fuel consumption, a 10% increase in the average annual price per gallon of diesel fuel would increase our annual fuel expenses by $9.7 million.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk related to the activities of our branch office located in Mexico. Currently, we do not hedge our exchange rate exposure through any currency forward contracts, currency options, or currency swaps as all of our revenues, and substantially all of our expenses and capital expenditures, are transacted in U.S. dollars. However, certain operating expenditures and capital purchases related to our Mexico branch office are incurred in or exposed to fluctuations in the exchange rate between the U.S. dollar and the Mexican peso. Based on 2022 expenditures denominated in pesos, a 10% increase in the exchange rate would increase our annual operating expenses by $0.6 million.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal controls over financial reporting. We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We are involved in certain claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. We are currently self-insured for certain layers of auto liability claims in excess of $2.0 million. Therefore, we specifically reserve for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims. If we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.
We were named a defendant in a putative class action lawsuit filed on August 6, 2021, in the United States District Court for the Western District of Arkansas. The complaint alleged failure to pay over-the-road drivers minimum wage under the Fair Labor Standards Act and the Arkansas Minimum Wage Act, violations of the Electronic Funds Transfer Act (EFTA), violations of the Arkansas Wage Payment Law (discharge pay and unlawful, usurious advance fees), violations of the Arkansas Common Law, and violations of the Racketeer Influenced and Corrupt Organizations Act (RICO). We denied liability on all claims. On August 5, 2022, the parties filed a Joint Motion for Preliminary Approval of a Collective and Class Action Settlement. On October 7, 2022, the parties submitted to the court an executed Settlement Agreement and Release, to resolve and release all claims asserted in the litigation from January 1, 2020, through July 31, 2022, for $4,750,000. We did not admit liability for any claim. The District Court granted preliminary approval of the settlement on November 14, 2022. Notice of the settlement has been sent to class and collective action members. A final fairness hearing on the settlement is scheduled to be held by the District Court on April 5, 2023. Management has determined that any losses under this claim will not be covered by existing insurance policies.
There have been no material changes to the Company’s risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company’s stock repurchase program has been extended and expanded several times, most recently in November 2021, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization. Since the reauthorization, the Company has repurchased 292,025 stock-split adjusted shares (including 41,610 pre-split shares) of its common stock under this repurchase program.
The following table summarizes the Company’s common stock repurchases during the first quarter of 2023. No shares were purchased during the quarter other than through this program, and all purchases were made by or on behalf of the Company and not by any “affiliated purchaser.”
| Issuer Purchases of Equity Securities |
||||||||||||||||
| Period | Total number of shares purchased |
Average price paid per share |
Total number of shares purchased as part of publicly announced plans or programs |
Maximum number of shares that may yet be purchased under the plans or programs (1) |
||||||||||||
| January 1-31, 2023 |
-- | $ | -- | -- | 331,153 | |||||||||||
| February 1-28, 2023 |
18,188 | 29.15 | 18,188 | 312,965 | ||||||||||||
| March 1-31, 2023 |
104,990 | 28.41 | 104,990 | 207,975 | ||||||||||||
| Total |
123,178 | $ | 28.52 | 123,178 | ||||||||||||
| (1) |
The Company’s stock repurchase program does not have an expiration date. |
| Exhibit Number |
Exhibit Description |
| 3.1 |
|
| 3.2 |
|
| 3.3 |
|
| 3.4 |
|
| 3.5 |
|
| 3.6 |
|
| 3.7 |
|
| 31.1 |
|
| 31.2 |
|
| 32.1 |
|
| 101.INS |
Inline XBRL Instance Document |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| P.A.M. TRANSPORTATION SERVICES, INC. |
|
| Dated: May 2, 2023 |
By: /s/ Joseph A. Vitiritto |
| Joseph A. Vitiritto |
|
| President and Chief Executive Officer |
|
| (principal executive officer) |
|
| Dated: May 2, 2023 |
By: /s/ Lance K. Stewart |
| Lance K. Stewart |
|
| Vice President-Finance, Chief Financial |
|
| Officer, and Treasurer |
|
| (principal accounting and financial officer) |
EXHIBIT 31.1
RULE 13a-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, JOSEPH A. VITIRITTO, President and Chief Executive Officer, certify that:
|
(1) |
I have reviewed this quarterly report on Form 10-Q of P.A.M. Transportation Services, Inc., a Delaware corporation; |
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
(4) |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
(5) |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: May 2, 2023 |
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/s/ Joseph A. Vitiritto |
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Joseph A. Vitiritto |
|
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President and Chief Executive Officer |
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(principal executive officer) |
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EXHIBIT 31.2
RULE 13a-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, LANCE K. STEWART, Chief Financial Officer, certify that:
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(1) |
I have reviewed this quarterly report on Form 10-Q of P.A.M. Transportation Services, Inc., a Delaware corporation; |
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(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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(4) |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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(5) |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: May 2, 2023 |
|
|
/s/ Lance K. Stewart |
|
|
Lance K. Stewart |
|
|
Vice President-Finance, Chief Financial |
|
|
Officer, and Treasurer |
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(principal accounting and financial officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of P.A.M. Transportation Services, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2023 (the “Report”) as filed with the Securities and Exchange Commission, each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: May 2, 2023 |
|
|
/s/ Joseph A. Vitiritto |
|
|
Joseph A. Vitiritto |
|
|
President and Chief Executive Officer |
|
|
(principal executive officer) |
|
|
/s/ Lance K. Stewart |
|
|
Lance K. Stewart |
|
|
Vice President-Finance, Chief Financial |
|
|
Officer, and Treasurer |
|
|
(principal accounting and financial officer) |
|