8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): April 19, 2022

P.A.M. TRANSPORTATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15057	71-0633135
(State or other jurisdiction of incorporation)	(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 or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	PTSI	NASDAQ Global Market

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

Emerging growth company ☐

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

The information contained in this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information herein (including the exhibits hereto) may contain "forward-looking statements" that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and otherwise may be protected. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ from those anticipated by forward-looking statements.

Please refer to the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission for information concerning risks, uncertainties and other factors that may affect future results.

Item 2.02 Results of Operations and Financial Condition.

On April 19, 2022, P.A.M. Transportation Services, Inc. issued a news release announcing its financial results for the first quarter ending March 31, 2022. A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this Report:

99.1	News release issued by the Registrant on April 19, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

		P.A.M. TRANSPORTATION SERVICES, INC.
		(Registrant)
Date: April 19, 2022	By:	/s/ Allen W. West
		Allen W. West Vice President of Finance, Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	News release issued by the Registrant on April 19, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Exhibit 99.1

P.A.M. TRANSPORTATION SERVICES, INC.

ANNOUNCES RESULTS FOR THE FIRST QUARTER

ENDED MARCH 31, 2022

First Quarter 2022 Highlights

● Total revenues of $219.4 million, up 47.4% YoY

● Operating income of $31.3 million, up 129.6% YoY; non-GAAP adjusted operating income of $34.7 million, up 154.0% YoY

● Operating ratio of 85.7%, an improvement of 510 bps YoY; non-GAAP adjusted operating ratio of 82.3%, an improvement of 760 bps YoY

● Diluted EPS of $1.06, up 103.8% YoY; non-GAAP adjusted diluted EPS of $1.18, up 126.9% YoY

Tontitown, Arkansas, April 19, 2022...... P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) (“the Company”) today reported net income of $23.9 million, or diluted earnings per share of $1.06 ($1.07 basic), for the quarter ended March 31, 2022. These results compare to net income of $11.9 million, or diluted and basic earnings per share of $0.52, for the quarter ended March 31, 2021. Net income and diluted earnings per share for the first quarter ended March 31, 2022, includes the negative impact of a loss estimate for a claim anticipated to settle in excess of insurance policy limits. Excluding the negative impact of this litigation charge, adjusted (non-GAAP) net income for the quarter ended March 31, 2022, was $26.5 million, or adjusted (non-GAAP) diluted earnings per share of $1.18 ($1.19 basic).

Operating revenues increased 47.4% to $219.4 million for the first quarter of 2022 compared to $148.9 million for the first quarter of 2021.

Joe Vitiritto, President of the Company, commented, “PAM had its best first quarter in our history. We experienced significant challenges through the quarter, specifically on the weather front. The challenges made us leave something on the table in the quarter. However, I am proud of how our driving associates and office associates helped us navigate these challenges and move past them. We are continuing to demonstrate the resiliency in our business and at the same time we are seeing significant growth in all our business units.”

Stock split

During the first quarter of 2022, the Company announced and completed its second 2-for-1 forward stock split in less than a year. The stock split was in the form of a 100% stock dividend and was paid on March 29, 2022, to stockholders of record on March 18, 2022. Immediately following payment of the 100% stock dividend, our outstanding common stock increased from 11,132,401 shares to 22,264,802 shares. Our current per-share results and prior Periods’ per-share results have been adjusted accordingly to reflect the impact of these additional shares.

Share Repurchase Program and Treasury Shares Retirement

During the first quarter of 2022, the Company repurchased 83,220 shares of its common stock at an average purchase price of $36.03 per share on a split-adjusted basis. These purchases were authorized under the Company’s stock repurchase program which has been extended and expanded several times since the original authorization in 2011, with the most recent reauthorization occurring in the fourth quarter of 2021. As of March 31, 2022, there remain 458,390 shares of common stock authorized for repurchase under this plan.

During the first quarter of 2022, prior to the stock split, we retired 12,268,395 shares of our treasury stock. Upon retirement of the treasury shares, we allocated the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital was determined by applying the average paid-in capital per share, and the remaining portion was recorded to retained earnings. There was no effect on the Company’s overall equity position due to the retirement of treasury shares.

Liquidity, Capitalization, and Cash Flow

As of March 31, 2022, we had an aggregate of $178.4 million of cash, marketable equity securities, and available liquidity under our line of credit and $237.2 million of stockholders’ equity. Outstanding debt was $260.4 million as of March 31, 2022, which represents a $36.9 million increase from December 31, 2021, while net debt, defined as debt less cash and marketable equity securities, was $141.6 million as of March 31, 2022, a $24.0 million decrease from December 31, 2021.

During the first quarter of 2022, we generated $41.1 million in operating cash flow while net capital expenditures resulted in a cash outflow of $9.0 million.

Equipment

During the first quarter of 2022, we received substantially all of our remaining 2021 equipment order and also began taking delivery of equipment ordered for 2022. We anticipate that the majority of our 2022 equipment deliveries will be made in the latter half of the year and due to the fleet growth experienced during the first quarter, we will be required to keep some of our current equipment longer than originally expected. Any equipment delivery delays will result in an increase in our average fleet age; however, due to the relatively new age of our equipment fleet and remaining unexpired warranty coverage for most of our equipment, we do not expect to incur significant additional maintenance costs related to delays. The average ages of our truck and trailer fleets were 1.9 years and 5.7 years, respectively, at the end of the first quarter of 2022, compared to 1.8 years and 5.5 years, respectively, at the end of 2021.

Non-GAAP Financial Measures

In addition to our results under United States generally accepted accounting principles (GAAP), this press release also includes non-GAAP financial measures termed adjusted operating income, adjusted operating ratio, adjusted net income and adjusted diluted earnings per share. The Company defines adjusted operating income, adjusted operating ratio, adjusted net income and adjusted diluted earnings per share as GAAP operating income, GAAP operating ratio, GAAP net income and GAAP diluted earnings per share, respectively, excluding certain significant items, such as certain litigation-related charges, and any tax impact associated with such items. Management believes that reporting adjusted operating income, adjusted operating ratio, adjusted net income and adjusted diluted earnings per share more clearly reflects the Company’s current operating results and provides investors with a better understanding of the Company’s overall financial performance. Management also believes that adjusted operating ratio is more representative of our operations when excluding the volatility of fuel prices, which we cannot control. In addition, the adjusted results, although not a financial measure under GAAP, may facilitate the ability to analyze the Company’s financial results in relation to those of its competitors and to the Company’s prior financial performance by excluding items which otherwise would distort the comparison. However, because not all companies use identical calculations, the Company's presentation of adjusted results may not be comparable to similarly titled measures of other companies. Adjusted operating income, adjusted operating ratio, adjusted net income and adjusted diluted earnings per share are not recognized terms under GAAP, do not purport to be alternatives to, and should be considered in addition to, and not as a substitute for or superior to, operating income, operating ratio, net income and diluted earnings per share, respectively, as defined under GAAP.

Pursuant to the requirements of Regulation G, we have provided a tabular reconciliation of GAAP operating income to adjusted operating income and adjusted operating ratio, GAAP net income to adjusted net income and GAAP diluted earnings per share to adjusted diluted earnings per share in this press release.

About P.A.M. Transportation Services, Inc.

P.A.M. Transportation Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

Forward-Looking Statements

Certain information included in this document contains or may contain “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, 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 due to new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.

P.A.M. Transportation Services, Inc. and Subsidiaries

Key Financial and Operating Statistics

(unaudited)

	Quarter ended March 31,
	2022			2021
	(in thousands, except per share amounts)
Revenue, before fuel surcharge	$	196,089		$	135,141
Fuel surcharge		23,359			13,717
Operating revenue		219,448			148,858
Operating expenses and costs:
Salaries, wages and benefits		39,275			33,395
Operating supplies and expenses		31,647			23,555
Rent and purchased transportation		91,376			58,013
Depreciation		14,877			14,352
Insurance and claims		6,863			3,247
Other		4,213			2,726
Gain on disposition of equipment		(147	)		(84	)
Total operating expenses and costs		188,104			135,204
Operating income		31,344			13,654
Interest expense		(1,667	)		(2,279	)
Non-operating income		1,929			4,699
Income before income taxes		31,606			16,074
Income tax expense		7,664			4,125
Net income	$	23,942		$	11,949
Diluted earnings per share	$	1.06		$	0.52
Average shares outstanding – Diluted		22,483			23,004

	Quarter ended March 31,
Truckload Operations	2022			2021
Total miles		45,256			47,067
Operating ratio (1)		81.40	%		90.10	%
Empty miles factor		9.16	%		8.08	%
Revenue per total mile, before fuel surcharge	$	2.76		$	1.92
Total loads		91,555			90,097
Revenue per truck per work day	$	947		$	710
Revenue per truck per week	$	4,736		$	3,550
Average company-driver trucks		1,675			1,652
Average owner operator trucks		388			368
Logistics Operations
Total revenue (in thousands)	$	71,111		$	44,783
Operating ratio		88.61	%		89.49	%

P.A.M. Transportation Services, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

	March 31,		December 31,
	2022		2021
	(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	77,903	$	18,509
Trade accounts receivable, net		137,899		121,854
Other receivables		5,347		7,092
Inventories		1,954		1,456
Prepaid expenses and deposits		10,490		10,962
Marketable equity securities		40,821		39,424
Income taxes refundable		-		277
Total current assets		274,414		199,574
Property and equipment		600,779		585,303
Less: accumulated depreciation		214,990		201,124
Total property and equipment, net		385,789		384,179
Other non-current assets		3,477		3,628
Total Assets	$	663,680	$	587,381
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	48,631	$	43,381
Accrued expenses and other liabilities		19,711		14,114
Income taxes payable		7,471		4,364
Current portion of long-term debt		52,998		49,544
Total current liabilities		128,811		111,403
Long-term debt, net of current portion		206,496		172,733
Deferred income taxes		90,841		86,715
Other long-term liabilities		343		420
Total liabilities		426,491		371,271
STOCKHOLDERS’ EQUITY
Common stock		223		234
Additional paid-in capital		40,209		84,472
Treasury stock, at cost		-		(169,946	)
Retained earnings		196,757		301,350
Total stockholders’ equity		237,189		216,110
Total liabilities and stockholders’ equity	$	663,680	$	587,381

P.A.M. Transportation Services, Inc. and Subsidiaries

Reconciliation of GAAP Measures to Non-GAAP Amounts (unaudited)

Adjusted Operating Income and Adjusted Operating Ratio

	Quarter ended March 31,
	2022			2021
	(Dollars in thousands)
GAAP Presentation
Total operating revenue	$	219,448		$	148,858
Total operating expenses		(188,104	)		(135,204	)
Operating income	$	31,344		$	13,654
Operating ratio		85.7	%		90.8	%
Non-GAAP Presentation
Total operating revenue	$	219,448		$	148,858
Fuel surcharge		(23,359	)		(13,717	)
Revenue, excluding fuel surcharge		196,089			135,141
Total operating expenses		188,104			135,204
Less: fuel surcharge		(23,359	)		(13,717	)
Less: specific legal reserve increase		(3,335	)		-
Adjusted operating expenses		161,410			121,487
Adjusted Operating income	$	34,679		$	13,654
Adjusted Operating ratio		82.3	%		89.9	%

P.A.M. Transportation Services, Inc. and Subsidiaries

Reconciliation of GAAP Measures to Non-GAAP Amounts (unaudited)

Reconciliation of Net Income to Adjusted Net Income

	Quarter ended March 31,
	2022			2021
	(in thousands)
Net income (GAAP)	$	23,942		$	11,949
Additions:
Specific legal reserve increase		3,335			-
Reductions:
Tax benefit of specific legal reserve increase (2)		(809	)		-
Adjusted Net income (non-GAAP)	$	26,468		$	11,949

P.A.M. Transportation Services, Inc. and Subsidiaries

Reconciliation of GAAP Measures to Non-GAAP Amounts (unaudited)

Reconciliation of Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share

	Quarter ended March 31,
	2022			2021
Diluted earnings per share (GAAP)	$	1.06		$	0.52
Additions:
Specific legal reserve increase		0.15			-
Reductions:
Tax benefit of specific legal reserve increase (2)		(0.03	)		-
Adjusted Diluted earnings per share (non-GAAP)	$	1.18		$	0.52

1) The Truckload Operations operating ratio has been calculated based upon total operating expenses, net of fuel surcharge, as a percentage of revenue, before fuel surcharge. We used revenue, before fuel surcharge, and operating expenses, net of fuel surcharge, because we believe that eliminating this sometimes volatile source of revenue affords a more consistent basis for comparing our results of operations from period to period.

2) The tax benefit is calculated using the effective tax rates for each respective period prior to any adjustments for non-GAAP amounts.

FROM: P.A.M. TRANSPORTATION SERVICES, INC.

P.O. BOX 188

Tontitown, AR 72770

Allen W. West

(479) 361-9111

XML

Document And Entity Information	Apr. 19, 2022
Document Information [Line Items]
Entity, Registrant Name	PAM TRANSPORTATION SERVICES, INC.
Document, Type	8-K
Document, Period End Date	Apr. 19, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-15057
Entity, Tax Identification Number	71-0633135
Entity, Address, Address Line One	297 West Henri De Tonti
Entity, Address, City or Town	Tontitown
Entity, Address, State or Province	AR
Entity, Address, Postal Zip Code	72770
City Area Code	479
Local Phone Number	361-9111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PTSI
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000798287