0001437749-21-011331.txt : 20210507 0001437749-21-011331.hdr.sgml : 20210507 20210507155900 ACCESSION NUMBER: 0001437749-21-011331 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 63 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210507 DATE AS OF CHANGE: 20210507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAM TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0000798287 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710633135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15057 FILM NUMBER: 21902447 BUSINESS ADDRESS: STREET 1: 297 WEST HENRI DE TONTI BLVD CITY: TONTITOWN STATE: AR ZIP: 72770 BUSINESS PHONE: 4793619111 MAIL ADDRESS: STREET 1: 297 WEST HENRI DE TONTI BLVD CITY: TONTITOWN STATE: AR ZIP: 72770 10-Q 1 ptsi20210331_10q.htm FORM 10-Q ptsi20210331_10q.htm
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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2021

or

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

 

For the transition period from __________to__________

 

 

P.A.M. TRANSPORTATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

0-1507

71-0633135

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification no.)

 

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (479) 361-9111

 

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valuePTSINASDAQ Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

 

Yes  ☑    No  ☐

  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)

 

Yes  ☑    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐

Accelerated filer ☐

Non-accelerated filer ☐  

Smaller reporting company

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes     No  ☑ 

 

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 28, 2021

Common Stock, $.01 Par Value

 

5,726,243

 

 
 

 

P.A.M. TRANSPORTATION SERVICES, INC.

Form 10-Q

For the Quarter Ended March 31, 2021

Table of Contents

 

 

Part I. Financial Information

     

Item 1.

Financial Statements (unaudited).

 
     
 

Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020

3
     
 

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020

4
     
 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020

5
     
 

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2021 and 2020

6
     
 

Notes to Condensed Consolidated Financial Statements as of March 31, 2021

7
     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

16
     

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

20
     

Item 4.

Controls and Procedures.

21
     
     

Part II. Other Information

     

Item 1.

Legal Proceedings.

22
     
Item 1A. Risk Factors. 22
     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

22
     

Item 6.

Exhibits.

23
   

Signatures

24
 

 

2

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

 

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

  

March 31,

  

December 31,

 
  

2021

  

2020

 
  

(unaudited)

  

(audited)

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $332  $337 

Accounts receivable-net:

        

Trade, less current estimated credit loss of $3,722 and $3,191, respectively

  85,042   77,731 

Other

  5,573   5,127 

Inventories

  1,251   1,345 

Prepaid expenses and deposits

  8,829   10,172 

Marketable equity securities

  31,913   27,941 

Income taxes refundable

  142   868 

Total current assets

  133,082   123,521 
         

Property and equipment:

        

Land

  18,486   18,486 

Structures and improvements

  33,229   32,275 

Revenue equipment

  578,997   592,476 

Office furniture and equipment

  10,461   10,439 

Total property and equipment

  641,173   653,676 

Accumulated depreciation

  (204,953)  (202,851)

Net property and equipment

  436,220   450,825 
         

Other assets

  4,104   4,246 
         

TOTAL ASSETS

 $573,406  $578,592 
         

LIABILITIES AND STOCKHOLDERS EQUITY

        

Current liabilities:

        

Accounts payable

 $39,756  $46,102 

Accrued expenses and other liabilities

  28,336   26,601 

Current maturities of long-term debt

  58,827   57,776 

Total current liabilities

  126,919   130,479 
         

Long-term debt - less current portion

  210,899   228,330 

Deferred income taxes

  72,950   68,883 

Other long-term liabilities

  773   919 

Total liabilities

  411,541   428,611 
         

STOCKHOLDERS' EQUITY

        

Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued

  -   - 

Common stock, $.01 par value, 40,000,000 shares authorized; 11,695,719 and 11,695,719 shares issued; 5,724,939 and 5,727,895 shares outstanding at March 31, 2021 and December 31, 2020, respectively

  117   117 

Additional paid-in capital

  84,227   84,148 

Treasury stock, at cost; 5,970,780 and 5,967,824 shares at March 31, 2021 and December 31, 2020, respectively

  (159,262)  (159,118)

Retained earnings

  236,783   224,834 

Total stockholders’ equity

  161,865   149,981 
         

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $573,406  $578,592 

 

See notes to condensed consolidated financial statements.

 

3

 

 

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,

 
   

2021

   

2020

 

OPERATING REVENUES:

               

Revenue, before fuel surcharge

  $ 135,141     $ 111,822  

Fuel surcharge

    13,717       17,333  

Total operating revenues

    148,858       129,155  
                 

OPERATING EXPENSES AND COSTS:

               

Salaries, wages and benefits

    33,395       32,798  

Operating supplies and expenses

    23,555       23,715  

Rent and purchased transportation

    58,013       42,927  

Depreciation

    14,352       14,295  

Insurance and claims

    3,247       89  

Other

    2,726       5,844  

(Gain) / Loss on sale or disposition of equipment

    (84 )     1  

Total operating expenses and costs

    135,204       119,669  
                 

OPERATING INCOME

    13,654       9,486  
                 

NON-OPERATING INCOME/(EXPENSE)

    4,699       (9,076 )

INTEREST EXPENSE

    (2,279 )     (2,212 )
                 

INCOME/(LOSS) BEFORE INCOME TAXES

    16,074       (1,802 )
                 

FEDERAL AND STATE INCOME TAX EXPENSE/(BENEFIT):

               

Current

    58       -  

Deferred

    4,067       (498 )

Total federal and state income tax expense/(benefit)

    4,125       (498 )
                 

NET INCOME/(LOSS)

  $ 11,949     $ (1,304 )
                 

INCOME/(LOSS) PER COMMON SHARE:

               

Basic

  $ 2.09     $ (0.23 )

Diluted

  $ 2.08     $ (0.23 )
                 

AVERAGE COMMON SHARES OUTSTANDING:

               

Basic

    5,725       5,746  

Diluted

    5,751       5,746  

 

See notes to condensed consolidated financial statements.

 

4

 

 

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

 

   

Three Months Ended

 
   

March 31,

 
   

2021

   

2020

 

OPERATING ACTIVITIES:

               

Net income/(loss)

  $ 11,949     $ (1,304 )

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    14,352       14,295  

Bad debt expense

    240       239  

Stock compensation-net of excess tax benefits

    79       305  

Provision for / (benefit from) deferred income taxes

    4,067       (498 )

Recognized (gain) / loss on marketable equity securities

    (4,205 )     9,339  

(Gain) / loss on sale or disposition of equipment

    (84 )     1  

Changes in operating assets and liabilities:

               

Accounts receivable

    (7,998 )     (5,053 )

Prepaid expenses, deposits, inventories, and other assets

    1,438       (530 )

Income taxes payable

    726       -  

Trade accounts payable

    1,053       8,048  

Accrued expenses and other liabilities

    2,309       (1,339 )

Net cash provided by operating activities

    23,926       23,503  
                 

INVESTING ACTIVITIES:

               

Purchases of property and equipment

    (1,929 )     (23,158 )

Proceeds from disposition of equipment

    8,245       5,325  

Sales of marketable equity securities

    663       0  

Purchases of marketable equity securities, net of return of capital

    (430 )     (3,026 )

Net cash provided by/(used in) investing activities

    6,549       (20,859 )
                 

FINANCING ACTIVITIES:

               

Borrowings under line of credit

    135,396       137,243  

Repayments under line of credit

    (149,739 )     (128,657 )

Borrowings of long-term debt

    -       -  

Repayments of long-term debt

    (15,418 )     (13,670 )

Borrowings under margin account

    459       3,753  

Repayments under margin account

    (1,034 )     (985 )

Repurchases of common stock

    (144 )     (321 )

Net cash used in financing activities

    (30,480 )     (2,637 )
                 

NET (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

    (5 )     7  
                 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH -Beginning of period

    337       318  
                 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH -End of period

  $ 332     $ 325  
                 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-

               

Cash paid during the period for:

               

Interest

  $ 2,282     $ 2,185  

Income taxes

  $ -     $ -  
                 

NONCASH INVESTING AND FINANCING ACTIVITIES-

               

Purchases of property and equipment included in accounts payable

  $ 1,657     $ 2,239  

 

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, 2021

    5,728     $ 117     $ 84,148     $ (159,118 )   $ 224,834     $ 149,981  
                                                 

Net Income

    -       -       -       -       11,949       11,949  
                                                 

Stock awards-shares issued including tax benefits

    -       -       -       -       -       -  
                                                 

Treasury stock repurchases

    (3 )     -       -       (144 )     -       (144 )
                                                 

Stock based compensation

    -       -       79       -       -       79  
                                                 

Balance at March 31, 2021

    5,725     $ 117     $ 84,227     $ (159,262 )   $ 236,783     $ 161,865  

 

 

   

Common Stock

Shares / Amount

   

Additional Paid-In Capital

   

Treasury

Stock

   

Retained

Earnings

   

Total

 
                                                 

Balance at January 1, 2020

    5,749     $ 117     $ 83,688     $ (156,837 )   $ 207,007     $ 133,975  
                                                 

Net Loss

    -       -       -       -       (1,304 )     (1,304 )
                                                 

Stock awards-shares issued including tax benefits

    2       -       -       -       -       -  
                                                 

Treasury stock repurchases

    (9 )     -       -       (321 )     -       (321 )
                                                 

Stock based compensation

    -       -       305       -       -       305  
                                                 

Balance at March 31, 2020

    5,742     $ 117     $ 83,993     $ (157,158 )   $ 205,703     $ 132,655  

 

See notes to condensed consolidated financial statements.

 

 

6

 

P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)

March 31, 2021

 

 

 

NOTE A: BASIS OF PRESENTATION

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 subsidiaries.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“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, 2020 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020.

 

 

NOTE B: RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, (“ASU 2020-04”), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company has evaluated the provisions of this standard and determined that it is applicable to our line of credit and investment margin account. The London Interbank Offered Rate (“LIBOR”) is the basis for interest charges on outstanding borrowings for both our line of credit and investment margin account. The scheduled discontinuation of LIBOR is not expected to materially alter any provisions of either of these debt instruments, except for the identification of a replacement reference rate. The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

 

 

NOTE C: REVENUE RECOGNITION

The Company has a single performance obligation, 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.

 

7

 

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, 2021 and December 31, 2020.

 

  

March 31, 2021

  

December 31, 2020

 
  

(in thousands)

 

Fair market value

 $31,913  $27,941 

Cost

  26,147   25,860 

Unrealized gain

 $5,766  $2,081 

 

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of March 31, 2021 and December 31, 2020.

 

  

March 31, 2021

  

December 31, 2020

 
  

(in thousands)

 

Gross unrealized gains

 $9,334  $7,048 

Gross unrealized losses

  3,568   4,967 

Net unrealized gain

 $5,766  $2,081 

 

8

 

The following table shows the Company’s net realized gains during the three months ending on March 31, 2021, on certain marketable equity securities.

 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 
  

(in thousands)

 

Sales proceeds

 $663  $677 

Cost of securities sold

  123   1,211 

Realized gain / (loss)

 $540  $(534)

 

For the quarter ended March 31, 2021, the Company recognized dividends received of approximately $352,000 in non-operating income in its condensed consolidated statements of operations. For the quarter ended March 31, 2020, the Company recognized dividends received of approximately $305,000 in non-operating income in its condensed consolidated statements of operations.

 

The Company’s equity securities are periodically used as collateral against any outstanding margin account borrowings. As of March 31, 2021, and December 31, 2020, the Company had outstanding borrowings of approximately $10,675,000 and $11,251,000, respectively, under its margin account. Margin account borrowings are used for the purchase of marketable equity securities and as a source of short-term liquidity and are included in accrued expenses and other liabilities on our balance sheets.

 

Our marketable equity securities portfolio had a net unrealized pre-tax gain in market value of approximately $4,204,000 during the first quarter of 2021, and a net unrealized pre-tax loss in market value of approximately $8,805,000 during the first quarter of 2020, which were reported as non-operating income for the respective periods.

 

 

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, 750,000 shares are reserved for the issuance of stock awards to directors, officers, key employees, and others. The stock option exercise price and the restricted stock value under the Plan shall not be less than 85% of the fair market value of the Company’s common stock on the date the award is granted. The fair market value is determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or award is granted.

 

No shares of common stock were granted during the first three months of 2021, and no stock grants vested during the first three months of 2021.

 

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2021, was approximately $160,000 and includes approximately $80,000 recognized as a result of the accrual of 163 shares to each non-employee director during the first three months of 2021. The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $0.02 during the first three months of 2021. As of March 31, 2021, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $1,977,000, which is being amortized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize approximately $253,000 in additional compensation expense related to unvested stock awards during the remainder of 2021 and to recognize approximately $370,000, $305,000, $296,000, $354,000, $288,000 and $111,000 in additional compensation expense related to unvested stock awards during the years 2022, 2023, 2024, 2025, 2026 and 2027, respectively.

 

The total grant date fair value of stock vested during the first three months of 2020 was approximately $80,000. Total pre-tax stock-based compensation expense recognized in salaries, wages and benefits during the first three months of 2020 was approximately $305,000 and includes approximately $80,000 recognized as a result of the grant of shares to each non-employee director during the first three months of 2020. The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $0.04 during the first three months of 2020. As of March 31, 2020, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $1,074,000, which was being amortized on a straight-line basis over the remaining vesting period.

 

9

 

A summary of the status of the Company’s non-vested restricted stock as of March 31, 2021 and changes during the three months ended March 31, 2021, is as follows:

 

  

Restricted Stock

 
  

Number of

Shares

  

Weighted-

Average Grant

Date Fair Value

 

Non-vested at January 1, 2021

  61,035  $36.12 

Granted

  -   - 

Canceled/forfeited/expired

  (357)  56.45 

Vested

  -   - 

Non-vested at March 31, 2021

  60,678  $36.00 

 

 

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 two operating segments whose primary operations can be characterized as either Truckload Services or Brokerage and Logistics Services; however, in accordance with the aggregation criteria provided by FASB ASC Topic 280, the Company has determined that the operations of the two operating segments can be aggregated into a single reporting segment, motor carrier operations. Truckload Services revenues and Brokerage and Logistics Services revenues, each before fuel surcharges, were as follows:

 

  

Three Months Ended March 31,

 
  

2021

  

2020

 
  

Amount

  

%

  

Amount

  

%

 
  

(in thousands, except percentage data)

 

Truckload Services revenue

 $90,359   66.9  $91,311   81.7 

Brokerage and Logistics Services revenue

  44,782   33.1   20,511   18.3 

Total revenues

 $135,141   100.0  $111,822   100.0 

 

 

NOTE G: TREASURY STOCK

The Company’s stock repurchase program has been extended and expanded several times, most recently in April 2017, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization. During the three months ended March 31, 2021, the Company repurchased 2,956 shares of its common stock at an aggregate cost of approximately $144,000 under this program.

 

The Company accounts for Treasury stock using the cost method. As of March 31, 2021, 5,970,780 shares were held in the treasury at an aggregate cost of approximately $159,262,000.

 

10

 
 

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,

 
  

2021

  

2020

 
  

(in thousands, except per share data)

 

Net income/(loss)

 $11,949  $(1,304)
         

Basic weighted average common shares outstanding

  5,725   5,746 

Dilutive effect of common stock equivalents

  26   - 

Diluted weighted average common shares outstanding

  5,751   5,746 
         

Basic (loss)/earnings per share

 $2.09  $(0.23)

Diluted (loss)/earnings per share

 $2.08  $(0.23)

 

 

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 limitation period of three years, and as a result, the Company’s tax years 2017 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, 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, 2021, 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, 2021, 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, 2021 and 2020, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

 

The Company’s effective income tax rates were 25.7% and 27.6% for the three months ended March 31, 2021 and 2020, respectively. Our effective tax rate for the three months ended March 31, 2021 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes, tax benefits related to stock compensation and non-deductible expenses.

 

11

 
 

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, 2021, the following items are measured at fair value on a recurring basis:

 

  

Total

  

Level 1

  

Level 2

  

Level 3

 
  

(in thousands)

 

Marketable equity securities

 $31,913  $31,913   -   - 

 

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, 2021 was as follows:

 

  

Carrying

Value

  

Estimated

Fair Value

 
  

(in thousands)

 
         

Long-term debt

 $265,822  $267,744 

 

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 2021, the Company’s subsidiaries entered into installment obligations totaling approximately $13.4 million for the purpose of purchasing revenue equipment. These obligations are payable in monthly installments and are recorded in long term debt and current maturities on the condensed consolidated balance sheets. The terms of these obligations are for 84 months.

 

12

 
 

NOTE L: LITIGATION

The Company is not currently a party to any pending legal proceeding which management believes to be material to the financial statements of the Company. The Company maintains liability insurance against risks arising out of the normal course of its business.

 

 

NOTE M: LEASES

Adoption of ASU 2016-02

 

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 one to five 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 adopted ASU 2016-02 and related amendments on January 1, 2019 utilizing the modified retrospective approach and elected to apply the practical expedients outlined above. This election allowed the Company to continue to recognize lease expense for operating leases for which the initial term was twelve months or less, or for which it is reasonably likely that early cancellation provisions will be exercised, on a straight-line basis over the remaining term of the leases.

 

The Company leases trucks to owner-operators under our lease-to-own program. We also lease dock space to a related party and office space to a non-related party at our Laredo, Texas terminals. We have reviewed these operating leases and determined that the adoption of ASU 2016-02 did not require a change to our financial statements, as our method of accounting for related assets and lease revenue is consistent with the provisions of the new standard.

 

Because the Company’s historical method of accounting for leases is consistent with the provisions of ASU 2016-02, the adoption of ASU 2016-02 on January 1, 2019 did not have a material impact on the Company’s financial condition, results of operations, or cash flows.

 

13

 

Right-of-Use Leases

 

Following the Company’s adoption of ASU 2016-02 and related amendments on January 1, 2019, the Company entered into operating leases which include initial terms ranging from three to five 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 $1.4 million as of March 31, 2021. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using the Company’s incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. The right-of-use assets are recorded in other assets, and the lease liability is recorded in accrued expenses and other liabilities and in other long-term liabilities on our condensed consolidated balance sheet. Lease expense is recorded on a straight-line basis over the lease term and is recorded in rent and purchased transportation in our condensed consolidated statements of operations. While these lease agreements may contain provisions to extend after the initial term for an additional five years, the Company is not reasonably certain these extension options will be exercised. Therefore, potential lease payments that might occur under this extension period are not included in amounts recorded in our condensed consolidated balance sheets as of March 31, 2021.

 

Scheduled amounts and timing of cash flows arising from future right-of-use operating lease payments at March 31, 2021, are:

 

Maturity of Lease Liabilities

 

(in thousands)

 

2021 (remaining)

 $472 

2022

  544 

2023

  340 

2024

  114 

Total undiscounted operating lease payments

 $1,470 

Less: Imputed interest

  (66)

Present value of operating lease liabilities

 $1,404 
     

Balance Sheet Classification

    

Right-of-use assets (recorded in other non-current assets)

 $1,404 
     

Current lease liabilities (recorded in other current liabilities)

 $631 

Long-term lease liabilities (recorded in other long-term liabilities)

  773 

Total operating lease liabilities

 $1,404 
     

Other Information

    

Weighted-average remaining lease term for operating leases (years)

  2.59 

Weighted-average discount rate for operating leases

  3.60%

 

Cash Flows

 

No new right-of-use assets were recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended March 31, 2021. Cash paid for amounts included in the present value of operating lease liabilities was $0.1 million during the three months ended March 31, 2021 and is included in operating cash flows.

 

Operating Lease Costs

 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 
   

(in thousands)

 

 

Long term

 $142  $134 

Short term

  536   580 

Total

 $678  $714 

 

14

 

Lessor Disclosures under ASC Topic 842

 

The Company leases trucks to owner-operators under operating leases, which generally have a term of up to five 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, 2021, the gross carrying value of trucks underlying these leases was $56.3 million and accumulated depreciation was $29.6 million. Depreciation is calculated on a straight-line basis over the estimated useful life of the equipment, down to an estimated salvage value. In most cases, the Company has agreements in place with certain manufacturers whereby salvage values are guaranteed by the manufacturer. In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal. During the quarter ended March 31, 2021, the Company incurred $1.4 million of depreciation expense for these assets.

 

The Company leases dock space to a related party at our Laredo, Texas terminal and warehouse and office space to an unrelated lessee at a second Laredo, Texas terminal. The dock space and the warehouse and office space leased are depreciated in conjunction with the structures and improvements for the entire Laredo terminals 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. As of March 31, 2021, the gross carrying value of the buildings underlying these leases was $13.7 million and accumulated depreciation was $1.4 million. During the quarter ended March 31, 2021, the Company incurred $0.2 million of depreciation expense for the portions of these buildings that are subject to lease.

 

Lease Revenue

 

The Company's operating lease revenue is disclosed in the table below.

 

  

Three Months Ended

 
  

March 31,

 
  

2021

  

2020

 
   

(in thousands)

 

Leased truck revenue (recorded in revenue, before fuel surcharge)

 $1,570  $2,394 

Leased facility space revenue (recorded in non-operating income)

  169   67 

Total lease revenue

 $1,739  $2,461 

 

Lease Receivables

 

Future minimum operating lease payments receivable as of March 31, 2021:

 

  

(in thousands)

 

2021 (remaining)

 $5,277 

2022

  5,468 

2023

  3,001 

2024

  1,310 

2025

  27 

Thereafter

  0 

Total future minimum lease payments receivable

 $15,083 

 

 

NOTE N: EFFECT OF COVID-19 PANDEMIC

The rapid spread of COVID-19 resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, increased border and port controls and closures, and shutdowns. These measures and the public health concerns resulting from the outbreak severely disrupted economic and commercial activity. The resulting impact on domestic and global supply chains caused slowdowns and reduced freight demand for transportation companies such as ours. Because we have a significant concentration of customers within the automotive industry, our freight volumes and revenues were significantly affected by the closure of North American automotive manufacturing facilities beginning in late March of 2020. Our automotive customers resumed operations during the second quarter of 2020. Any future delays or interruptions of automotive production and other consumer activity affecting our customers, as well as any future wave of the virus or other similar outbreaks could further adversely affect our business. In addition, the implementation of measures to protect the health and safety of our employees, customers, vendors and the general public may disrupt our ability to efficiently manage personnel and operations and to recruit and retain driver and non-driver personnel, which could have a material adverse effect on our operating results. Further, negative financial results, an economic downturn or uncertainty, or a tightening of credit markets caused by COVID-19 or other similar outbreaks could have a material adverse effect on our liquidity and our ability to effectively meet our short- and long-term financial obligations.

 

15

 

 

NOTE O: NONCASH INVESTING AND FINANCING ACTIVITIES

The Company financed approximately $13.4 million in equipment purchases during the first three months of 2021 utilizing noncash financing.

 

 

Item 2. Managements 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. In this Quarterly Report, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “project,” “could,” “should,” “would” and similar expressions, as they relate to us, out management, and our industry are intended to identify forward-looking statements. 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, ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; 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; unanticipated 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 POLICIES

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the fiscal year ended December 31, 2020.

 

BUSINESS OVERVIEW

The Company’s administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through 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 66.9% and 81.7% of total revenues, excluding fuel surcharges, for the three months ended March 31, 2021 and 2020, 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.

 

16

 

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, 2021 and 2020, approximately $13.7 million and $17.3 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.

 

IMPACT OF COVID-19

The Company’s primary concern during the COVID-19 pandemic has been to do its part to protect its employees, customers, vendors and the general public from the spread of COVID-19 while continuing to serve the vital role of supplying essential goods to the nation. Where feasible, our employees are working remotely from their homes. For essential functions, including our driving professionals, we distribute cleaning and protective supplies to various terminals so that they are available to those that need them. We provide employees direction on precautionary measures, such as sanitizing truck interiors, personal hygiene, and social distancing. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.

 

While we and most of our customers have returned to normal operations and economic activity continued to increase during the first quarter of 2021, we continue to monitor ongoing developments with the COVID-19 pandemic. Any future waves or outbreaks of alternative strains of the virus could adversely impact our future operations and financial results. The ultimate extent of the pandemic’s impact on the Company’s financial and operating results, which could be material, will be determined by the length of time the pandemic continues, its continued severity, and further government regulations imposed in response to the pandemic, and its continued effect on the economy and transportation demand.

 

While operating cash flows may be negatively impacted by the pandemic, the Company believes we will be able to continue to finance our near term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources.

 

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,

 
   

2021

   

2020

 
   

(percentages)

 

Operating revenues, before fuel surcharge

    100.0       100.0  
                 

Operating expenses:

               

Salaries, wages and benefits

    34.7       34.7  

Operating supplies and expenses

    10.8       6.9  

Rent and purchased transportation

    22.7       26.9  

Depreciation

    15.8       15.6  

Insurance and claims

    3.6       0.0  

Other

    2.6       6.0  

(Gain)/ loss on sale or disposal of property

    (0.1 )     0.1  

Total operating expenses

    90.1       90.2  

Operating income

    9.9       9.8  

Non-operating income/(expense)

    4.2       (8.7 )

Interest expense

    (2.0 )     (2.2 )

Income/(loss) before income taxes

    12.1       (1.1 )

 

17

 

THREE MONTHS ENDED MARCH 31, 2021 VS. THREE MONTHS ENDED MARCH 31, 2020

 

During the first quarter of 2021, truckload services revenue, before fuel surcharges, decreased 1.0% to $90.4 million as compared to $91.3 million during the first quarter of 2020. The decrease in revenue was primarily the result of approximately 5% fewer trucks operating within our fleet, primarily due to a reduction in our independent contractor fleet.

 

Operating supplies and expenses increased from 6.9% of revenues, before fuel surcharges, during the first quarter of 2020 to 10.8% of revenues, before fuel surcharges, during the first quarter of 2021. The increase relates primarily to an increase in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, which was a result of decreased fuel surcharge collections from customers. Fuel surcharge collections can fluctuate significantly from period to period as they are generally based on changes in fuel prices from period to period so that, during periods of rising fuel prices, fuel surcharge collections increase, while fuel surcharge collections decrease during periods of falling fuel prices. Also contributing to the increase was an increase in the proportion of total miles driven by company drivers during the first quarter of 2021 compared to the first quarter of 2020. This increase in miles driven by company drivers has the effect of increasing our net operating supplies and expenses while decreasing the rent and purchased transportation category, as fuel surcharge revenue generated from transportation services performed by owner-operators is reflected as a reduction in net operating supplies and expenses, while fuel surcharges paid to owner-operators for their services is reported along with their base rate of pay in the rent and purchased transportation category.

 

Rent and purchased transportation decreased from 26.9% of revenues, before fuel surcharges, during the first quarter of 2020 to 22.7% of revenues, before fuel surcharges, during the first quarter of 2021. The decrease was primarily due to a decrease in the number of loads transported by third-party carriers during the first quarter of 2021 compared to the first quarter of 2020.

 

Insurance and claims expense increased from 0.0% of revenues, before fuel surcharges, during the first quarter of 2020 to 3.6% of revenues, before fuel surcharges, during the first quarter of 2021. The first quarter of 2020 included the reversal of a lawsuit reserve which resulted in a credit to claims expense in the amount of approximately $3.1 million. There were no similar reversals during the first quarter of 2021.

 

Other expense decreased from 6.0% of revenues, before fuel surcharges, during the first quarter of 2020 to 2.6% of revenues, before fuel surcharges, during the first quarter of 2021. This decrease is primarily attributable to a decrease in legal fees associated with our defense against certain litigation.

 

Non-operating income / (expense) increased from an expense of 8.7% of revenues, before fuel surcharges, during the first quarter of 2020 to income of 4.2% of revenues, before fuel surcharges, during the first quarter of 2021. This increase primarily resulted from the change in the market values of our portfolio of marketable equity securities. The Company recorded a $8.8 million decrease in the market values of our marketable equity securities in non-operating income / (expense) during the first quarter of 2020, compared to a $4.7 million increase in the market value of our marketable equity securities during the first quarter of 2021.

 

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 90.2% for the first quarter of 2020 to 90.1% for the first quarter of 2021.

 

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,

 
   

2021

   

2020

 
   

(percentages)

 

Operating revenues, before fuel surcharge

    100.0       100.0  
                 

Operating expenses:

               

Salaries, wages and benefits

    4.5       5.4  

Rent and purchased transportation

    83.7       89.4  

Other

    1.3       2.7  

Total operating expenses

    89.5       97.5  

Operating income

    10.5       2.5  

Non-operating income/(expense)

    2.0       (5.2 )

Interest expense

    (1.0 )     (1.2 )

Income/(Loss) before income taxes

    11.5       (3.9 )

 

 

THREE MONTHS ENDED MARCH 31, 2021 VS. THREE MONTHS ENDED MARCH 31, 2020

 

During the first quarter of 2021, logistics and brokerage services revenue, before fuel surcharges, increased 118.3% to $44.8 million as compared to $20.5 million during the first quarter of 2020. The increase relates to an increase in the number of loads serviced and to an increase in the average rates charged to customers during the first quarter of 2021 as compared to the first quarter of 2020.

 

Salaries, wages and benefits decreased from 5.4% of revenues, before fuel surcharges, in the first quarter of 2020 to 4.5% of revenues, before fuel surcharges, during the first quarter of 2021. The decrease relates primarily to the effect of higher revenues without a corresponding increase in those wages with fixed-cost characteristics, such as general and administrative wages.

 

Rents and purchased transportation decreased from 89.4% of revenues, before fuel surcharges, during the first quarter of 2020 to 83.7% of revenues, before fuel surcharges, during the first quarter of 2021. The increase results from paying third party carriers a lower 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, improved from 97.5% for the first quarter of 2020 to 89.5% for the first quarter of 2021.

 

Non-operating income / (expense) increased from an expense of 5.2% of revenues, before fuel surcharges, during the first quarter of 2020 to income of 2.0% of revenues, before fuel surcharges, during the first quarter of 2021. This increase primarily resulted from the change in the market values of our portfolio of marketable equity securities. The Company recorded a $8.8 million decrease in the market values of our marketable equity securities in non-operating expense during the first quarter of 2020, compared to a $4.7 million increase in the market value of our marketable equity securities during the first quarter of 2021.

 

RESULTS OF OPERATIONS COMBINED SERVICES

 

THREE MONTHS ENDED MARCH 31, 2021 VS. THREE MONTHS ENDED MARCH 31, 2020

 

Net income for all divisions was approximately $11.9 million, or 8.8% of revenues, before fuel surcharges for the first quarter of 2021 as compared to net loss of $1.3 million, or 1.1% of revenues, before fuel surcharges for the first quarter of 2020. The increase in net income resulted in diluted earnings per share of $2.08 for the first quarter of 2021 as compared to a diluted loss per share of $0.23 for the first quarter of 2020.

 

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 2021, we generated $23.9 million in cash from operating activities. Investing activities generated $6.5 million in cash in the first three months of 2021. Financing activities used $30.5 million in cash in the first three months of 2021.

 

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 2021, we utilized cash on hand, installment notes, and our line of credit to finance purchases of revenue equipment and other assets of approximately $15.0 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 2021, the Company’s subsidiary, P.A.M. Transport, Inc., entered into installment obligations totaling approximately $13.4 million for the purpose of purchasing revenue equipment. These obligations are payable in monthly installments.

 

During the remainder of 2021, we expect to purchase approximately 165 new trucks while continuing to sell or trade older equipment, which we expect to result in net proceeds of approximately $3.5 million. Management believes we will be able to finance our near-term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our recent operating results, current cash position, anticipated future cash flows, and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

 

 

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 2021, we maintained a revolving line of credit. Amounts outstanding under the line bear interest at LIBOR (determined as of the first day of each month) plus 1.25% and are secured by our trade accounts receivable and mature on July 1, 2022. An “unused fee” of 0.25% is charged if average borrowings are less than $18.0 million. At March 31, 2021 outstanding advances on the line of credit were approximately $4.2 million, including approximately $0.3 million in letters of credit, with availability to borrow $55.8 million.

 

Trade accounts receivable increased from $77.7 million at December 31, 2020 to $85.0 million at March 31, 2021. The increase resulted from an increase in freight revenues, which flow through accounts receivable, during the first quarter of 2021 as compared to the fourth quarter of 2020.

 

Prepaid expenses and deposits decreased from $10.2 million at December 31, 2020 to $8.8 million at March 31, 2021. The decrease relates to the normal amortization of items prepaid as of December 31, 2020.

 

Marketable equity securities increased from $27.9 million at December 31, 2020 to $31.9 million at March 31, 2021. The $4.0 million increase was due to an increase in the market value of held marketable equity securities of $4.2 million, the purchase of marketable equity securities with a combined purchase cost of approximately $0.4 million and the sale of marketable equity securities with a combined market value of $0.6 million during the first three months of 2021.

 

Accounts payable decreased from $46.1 million at December 31, 2020 to $39.8 million at March 31, 2021. This decrease was primarily attributable to a decrease in the amount accrued for revenue equipment.

 

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 $286.1 million at December 31, 2020 to $269.7 million at March 31, 2021. The decrease was primarily due to installment note payments made during the first three months of 2021.

 

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 impact 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 increased to $31.9 million at March 31, 2021 from $27.9 million at December 31, 2020. 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 $3.2 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 LIBOR plus a fixed percentage. Accordingly, changes in LIBOR, which are affected by changes in interest rates, will affect the interest rate on, and therefore our costs under, the line of credit. Assuming $3.9 million of variable rate debt was outstanding under our line of credit for a full fiscal year, a hypothetical 100 basis point increase in LIBOR would result in approximately $39,000 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 2020 fuel consumption, a 10% increase in the average annual price per gallon of diesel fuel would increase our annual fuel expenses by $3.7 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 2020 expenditures denominated in pesos, a 10% increase in the exchange rate would increase our annual operating expenses by $208,000.

 

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, 2021, 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.

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The nature of our business routinely results in litigation, primarily involving claims for personal injuries and property damage incurred in the transportation of freight. We believe that all such routine litigation is adequately covered by insurance and that adverse results in one or more of those cases would not have a material adverse effect on our financial condition.

 

Item 1A. Risk Factors.

 

Except as noted below, 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, 2020.

 

We are subject to certain risks arising from doing business in Mexico.

 

As we continue to grow our business in Mexico, we are subject to greater risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and U.S. export and import laws, and social, political, and economic instability. We also face additional risks associated with our Mexico business, including potential restrictive trade policies and imposition of any import or export taxes, duties, fees, etc. If we are unable to address business concerns related to our international operations in a timely and cost-efficient manner, our financial position, results of operations or cash flows could be adversely affected. Additionally, approximately 34% of the freight we haul crosses the border between the United States and Mexico. In past years, we have experienced delays in Mexico border-crossings due to weather events, immigration-related issues and the reallocation of border agents to other border areas. Any future shutdowns or disruptions of Mexico border-crossings, particularly at the Laredo, Texas border, could materially and adversely impact our operations, cash flows and profitability. The agreement permitting cross-border movements for both United States and Mexican-based carriers in the United States and Mexico presents additional risks in the form of potential increased competition and the potential for increased congestion in our lanes that cross the border between countries.

 

On April 23, 2021, a decree was published that reforms various laws in Mexico regarding labor outsourcing. Under this new decree, operating companies will no longer be able to source their labor resources used to carry out core business functions from services entities or third-party providers and could be subject to the loss of tax deductions and value-added tax credits on payments to outsourced personnel and certain penalties for failing to comply with the new requirements. The Company is currently evaluating the new decree and its potential implications. While the overall impact of the new decree and its provisions continue to be assessed, the new law could result in increased costs to our operations in Mexico and could have a material adverse impact on our business and financial results.

 

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 April 2017, 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 334,521 shares of its common stock under this repurchase program.

 

The following table summarizes the Company’s common stock repurchases during the first quarter of 2021. 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, 2021

    2,956     $ 48.68       2,956       165,479  

February 1-28, 2021

    --       --       --       165,479  

March 1-31, 2021

    --       --       --       165,479  

Total

    2,956     $ 48.68       2,956          

 

(1)         The Company’s stock repurchase program does not have an expiration date.

 

22

 

Item 6. Exhibits

 

Exhibit

Number

Exhibit Description

     

3.1

 

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q filed on May 15, 2002)

3.2

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on April 30, 2020 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on May 1, 2020)

3.3

 

Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company's Form 8-K filed on December 11, 2007)

3.4

 

First Amendment to the Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed on January 7, 2020)

3.5

 

Second Amendment to the Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filed on August 5, 2020)

3.6

 

Third Amendment to the Amended and restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on March 10, 2021)

31.1

 

Rule 13a-14(a) Certification of Principal Executive Officer

31.2

 

Rule 13a-14(a) Certification of Principal Financial Officer

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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)

 

23

 

SIGNATURES

 

 

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 7, 2021

By: /s/ Joseph A. Vitiritto

 

Joseph A. Vitiritto

 

President and Chief Executive Officer

 

(principal executive officer)

   

Dated: May 7, 2021

By: /s/ Allen W. West

 

Allen W. West

 

Vice President-Finance, Chief Financial

 

Officer, Secretary and Treasurer

 

(principal accounting and financial officer)

 

 

 

24
EX-31.1 2 ex_246036.htm EXHIBIT 31.1 ex_246036.htm

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):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 7, 2021

 

/s/ Joseph A. Vitiritto              

Joseph A. Vitiritto

President and Chief Executive Officer

(principal executive officer)

 

 

 
EX-31.2 3 ex_246037.htm EXHIBIT 31.2 ex_246037.htm

EXHIBIT 31.2

 

RULE 13a-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

 

I, ALLEN W. WEST, Chief Financial 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):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 7, 2021

 

/s/ Allen W. West                  

Allen W. West

Vice President-Finance, Chief Financial

Officer, Secretary and Treasurer

(principal accounting and financial officer)

 

 

 

 
EX-32.1 4 ex_246038.htm EXHIBIT 32.1 ex_246038.htm

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, 2021 (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:

 

(1)         The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

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

 

 

Date: May 7, 2021

 

/s/ Joseph A. Vitiritto             

Joseph A. Vitiritto

President and Chief Executive Officer

(principal executive officer)

 

/s/ Allen W. West                  

Allen W. West

Vice President-Finance, Chief Financial

Officer, Secretary and Treasurer

(principal accounting and financial officer)

 

 

 

 
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