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): July 28, 2022

PAM 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 July 28, 2022, P.A.M. Transportation Services, Inc. issued a news release announcing its financial results for the second quarter ending June 30, 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 July 28, 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: July 28, 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 July 28, 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 SECOND QUARTER

ENDED JUNE 30, 2022

Second Quarter 2022 Highlights

● Total revenues of $237.2 million, up 47.1% YoY

● Operating income of $36.7 million, up 74.5% YoY; non-GAAP adjusted operating income of $40.0 million, up 90.4% YoY

● Operating ratio of 84.5%, an improvement of 250 bps YoY; non-GAAP adjusted operating ratio of 80.3%, an improvement of 520 bps YoY

● Diluted EPS of $1.08, up 61.2% YoY; non-GAAP adjusted diluted EPS of $1.30, up 106.3% YoY

Tontitown, Arkansas, July 28, 2022...... P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) (“we” or the “Company”) today reported consolidated net income of $24.2 million, or diluted earnings per share of $1.08 ($1.09 basic), for the quarter ended June 30, 2022. These results compare to consolidated net income of $15.3 million, or diluted and basic earnings per share of $0.67, for the quarter ended June 30, 2021. Net income and diluted earnings per share for the second quarter ended June 30, 2022, includes the negative impacts of both a loss estimate associated with a preliminary litigation settlement agreement and losses recognized but unrealized on our investments in marketable equity securities. Excluding the impact of these items, adjusted (non-GAAP) net income for the quarter ended June 30, 2022, was $29.3 million, or adjusted (non-GAAP) diluted earnings per share of $1.30.

Consolidated operating revenues increased 47.1% to $237.2 million for the second quarter of 2022 compared to $161.2 million for the second quarter of 2021.

Joe Vitiritto, President of the Company, commented, “There continued to be significant disruptions in the quarter from customer down time, supplier parts/labor challenges and the well-publicized changes to the overall trucking freight market. Even with those challenges, our people did a solid job of navigating through the quarter. We continue to demonstrate the resiliency of our model, while growing the business organically. We are also excited by our first acquisition in almost two decades. We are looking forward to working with the high-quality team at Met Express and watching that team exceed expectations. I am proud of our Driving Associates and how big of an impact they have had in shaping our continued success. Our team has been laser-focused on continually improving and growing, and that showed again in our second quarter results. In my almost two years at PAM, we have improved significantly while growing, and I know our Driving Associates and Office Associates are always pressing for us to continuously improve in all areas of our business.”

Recent Business Acquisition

On June 14, 2022, newly formed subsidiaries of the Company completed the acquisition of substantially all the assets of Metropolitan Trucking, Inc., and its related entities. These operating results beginning June 14, 2022 are included within the Company’s consolidated operating results. On the acquisition date, Metropolitan was a 320-truck dry van truckload carrier headquartered near New York City, New York, with the east coast serving as its primary operating territory. Metropolitan generated approximately $83.3 million in total revenue ($75.3 million excluding fuel surcharge), and $13.5 million in operating income for the previous twelve months ending March 31, 2022. The enterprise value at closing was approximately $77.4 million, valued on a cash-free, debt-free basis and subject to a customary working capital adjustment. The purchase price paid at closing included approximately $15.5 million in assumed liabilities and debt and $64.3 million paid using available cash balances.

Liquidity, Capitalization, and Cash Flow

As of June 30, 2022, we had an aggregate of $113.8 million of cash, marketable equity securities, and available liquidity under our line of credit and $261.6 million of stockholders’ equity. Outstanding debt was $249.3 million as of June 30, 2022, including the acquisition-related debt assumed.

During the first half of 2022, we generated $74.9 million in operating cash flow while net capital expenditures, excluding assets associated with the acquisition, resulted in a cash outflow of $15.5 million.

Equipment

Through the first half of 2022, we have only received 30% of our 2022 equipment order but anticipate that the remaining equipment deliveries will be made prior to the end of the year. Our fleet growth experienced during the first half of the year, combined with equipment delivery delays, has required us to keep some of our current equipment longer than originally expected. These factors have resulted 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 2.1 years and 6.2 years, respectively, at the end of the second 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 unrealized gains and losses on marketable equity securities, 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 holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

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, or the benefits of the business combination transaction involving the Company and Metropolitan Trucking, Inc. and its related entities (“Metro”), 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; the risk that the benefits from the business combination transaction involving the Company and Metro may not be fully realized or may take longer to realize than expected, including as a result of any of the factors described in this paragraph; the reaction to the transaction of the companies’ customers, employees and counterparties; diversion of management time on acquisition-related issues; 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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	(in thousands, except earnings per share)						(in thousands, except earnings per share)
Revenue, before fuel surcharge	$	202,739		$	145,175		$	398,828		$	280,316
Fuel surcharge		34,429			16,088			57,788			29,806
Operating Revenue		237,168			161,263			456,616			310,122
Operating expenses and costs:
Salaries, wages and benefits		42,947			33,841			82,222			67,237
Operating supplies and expenses		43,454			25,107			75,101			48,663
Rent and purchased transportation		88,643			61,676			180,020			119,689
Depreciation		15,481			14,334			30,358			28,686
Insurance and claims		7,269			3,116			14,132			6,363
Other		3,905			2,772			8,117			5,498
Gain on disposition of equipment		(1,214	)		(602	)		(1,361	)		(686	)
Total operating expenses and costs		200,485			140,244			388,589			275,450
Operating income		36,683			21,019			68,027			34,672
Non-operating (expense) income		(2,872	)		2,117			(943	)		6,816
Interest expense		(1,998	)		(2,193	)		(3,665	)		(4,472	)
Income before income taxes		31,813			20,943			63,419			37,016
Income tax expense		7,631			5,626			15,295			9,750
Net income	$	24,182		$	15,317		$	48,124		$	27,266
Diluted earnings per share	$	1.08		$	0.67		$	2.14		$	1.19
Average shares outstanding – Diluted		22,445			23,020			22,474			23,012

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

Key Financial and Operating Statistics

(unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Truckload Operations
Total miles (in thousands)		49,652			46,464			94,908			93,530
Operating ratio (1)		79.8	%		84.02	%		80.6	%		86.93	%
Empty miles factor		8.94	%		8.46	%		9.05	%		8.27	%
Revenue per total mile, before fuel surcharge	$	2.72		$	2.11		$	2.74		$	2.01
Total loads		94,870			89,840			186,425			179,937
Revenue per truck per work day	$	948		$	776		$	947		$	743
Revenue per truck per week	$	4,738		$	3,882		$	4,735		$	3,715
Average company-driver trucks		1,847			1,602			1,761			1,628
Average owner operator trucks		381			371			385			369
Logistics Operations
Total revenue (in thousands)	$	68,041		$	47,135		$	139,152		$	91,918
Operating ratio		86.2	%		88.65	%		87.4	%		89.06	%

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

Condensed Consolidated Balance Sheets

(unaudited)

	June 30,		December 31,
	2022		2021
	(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	16,564	$	18,509
Trade accounts receivable, net		155,946		121,854
Other receivables		6,172		7,092
Inventories		2,376		1,456
Prepaid expenses and deposits		9,603		10,962
Marketable equity securities		37,585		39,424
Income taxes refundable		812		277
Total current assets		229,058		199,574
Property and equipment		674,342		585,303
Less: accumulated depreciation		225,016		201,124
Total property and equipment, net		449,326		384,179
Other non-current assets		4,751		3,628
Total Assets	$	683,135	$	587,381
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	51,201	$	43,381
Accrued expenses and other liabilities		23,758		14,114
Income taxes payable		774		4,364
Current portion of long-term debt		52,485		49,544
Total current liabilities		128,218		111,403
Long-term debt, net of current portion		196,787		172,733
Deferred income taxes		96,279		86,715
Other long-term liabilities		265		420
Total liabilities		421,549		371,271
STOCKHOLDERS’ EQUITY
Common stock		223		234
Additional paid-in capital		40,424		84,472
Treasury stock, at cost		-		(169,946	)
Retained earnings		220,939		301,350
Total stockholders’ equity		261,586		216,110
Total liabilities and stockholders’ equity	$	683,135	$	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 June 30,						Six Months ended June 30,
	2022			2021			2022			2021
	(Dollars in thousands)						(Dollars in thousands)
GAAP Presentation
Total operating revenue	$	237,168		$	161,263		$	456,616		$	310,122
Total operating expenses		(200,485	)		(140,244	)		(388,589	)		(275,450	)
Operating income	$	36,683		$	21,019		$	68,027		$	34,672
Operating ratio		84.5	%		87.0	%		85.1	%		88.8	%
Non-GAAP Presentation
Total operating revenue	$	237,168		$	161,263		$	456,616		$	310,122
Fuel surcharge		(34,429	)		(16,088	)		(57,788	)		(29,806	)
Revenue, excluding fuel surcharge		202,739			145,175			398,828			280,316
Total operating expenses		200,485			140,244			388,589			275,450
Less: fuel surcharge		(34,429	)		(16,088	)		(57,788	)		(29,806	)
Less: specific legal reserves increase		(3,345	)		-			(6,680	)		-
Adjusted operating expenses		162,711			124,156			324,121			245,644
Adjusted Operating income	$	40,028		$	21,019		$	74,707		$	34,672
Adjusted Operating ratio		80.3	%		85.5	%		81.3	%		87.6	%

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 June 30,						Six Months ended June 30,
	2022			2021			2022			2021
	(in thousands)						(in thousands)
Net income (GAAP)	$	24,182		$	15,317		$	48,124		$	27,266
Adjustments:
Specific legal reserves increase		3,345			-			6,680			-
Unrealized loss (gain) recognized on marketable equity securities		3,349			(1,290	)		1,952			(4,955	)
Tax (benefit) expense of adjustments (2)		(1,606	)		346			(2,082	)		1,305
Adjusted Net income (non-GAAP)	$	29,270		$	14,373		$	54,674		$	23,616

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 June 30,						Six Months ended June 30,
	2022			2021			2022			2021
Diluted earnings per share (GAAP)	$	1.08		$	0.67		$	2.14		$	1.19
Adjustments:
Specific legal reserves increase		0.15			-			0.30			-
Unrealized loss (gain) recognized on marketable equity securities		0.15			(0.06	)		0.09			(0.22	)
Tax (benefit) expense of adjustments (2)		(0.08	)		0.02			(0.09	)		0.06
Adjusted Diluted earnings per share (non-GAAP)	$	1.30		$	0.63		$	2.44		$	1.03

_______________________________________

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	Jul. 28, 2022
Document Information [Line Items]
Entity, Registrant Name	PAM TRANSPORTATION SERVICES INC
Document, Type	8-K
Document, Period End Date	Jul. 28, 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