PAMT CORP 10-Q

Item 1. Financial Statements.   P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited) (in thousands, except share and per share data)       March 31,     December 31,       2023     2022   ASSETS                 Current assets:                 Cash and cash equivalents   $ 92,473     $ 74,087   Accounts receivable-net:                 Trade, less current estimated credit loss of $ 5,672 and $ 5,381 , respectively     131,431       134,739   Other     7,443       6,263   Inventories     2,624       2,570   Prepaid expenses and deposits     14,136       15,729   Marketable equity securities     41,440       41,728   Income taxes refundable     3,280       5,650   Total current assets     292,827       280,766                     Property and equipment:                 Land     19,718       19,718   Structures and improvements     36,557       35,534   Revenue equipment     621,208       637,510   Office furniture and equipment     13,638       13,157   Total property and equipment     691,121       705,919   Accumulated depreciation     ( 244,436 )     ( 242,324 ) Net property and equipment     446,685       463,595                     Other assets     4,329       4,801                     TOTAL ASSETS   $ 743,841     $ 749,162                     LIABILITIES AND STOCKHOLDERS ’ EQUITY                 Current liabilities:                 Accounts payable   $ 46,229     $ 48,917   Accrued expenses and other liabilities     43,342       34,233   Current maturities of long-term debt     58,735       58,815   Total current liabilities     148,306       141,965                     Long-term debt - less current portion     192,522       205,466   Deferred income taxes     100,885       101,445   Other long-term liabilities     22       103   Total liabilities     441,735       448,979                     COMMITMENTS AND CONTINGENCIES (Note L)                                       STOCKHOLDERS' EQUITY                 Preferred stock, $ .01 par value, 10,000,000 shares authorized; none issued     -       -   Common stock, $ .01 par value, 50,000,000 shares authorized; 22,300,971 and 22,293,687 shares issued; 22,050,556 and 22,166,450 shares outstanding at March 31, 2023 and December 31, 2022, respectively     223       223   Additional paid-in capital     40,680       40,472   Treasury stock, at cost; 250,415 and 127,237 shares at March 31, 2023 and December 31, 2022, respectively     ( 7,516 )     ( 4,000 ) Retained earnings     268,719       263,488   Total stockholders’ equity     302,106       300,183                     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 743,841     $ 749,162     See notes to condensed consolidated financial statements.   3 Table of Contents     P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited) (in thousands, except per share data)       Three Months Ended       March 31,       2023     2022   OPERATING REVENUES:                 Revenue, before fuel surcharge   $ 193,454     $ 196,089   Fuel surcharge     28,270       23,359   Total operating revenues     221,724       219,448                     OPERATING EXPENSES AND COSTS:                 Salaries, wages and benefits     48,278       39,275   Operating supplies and expenses     41,073       31,647   Rent and purchased transportation     87,096       91,376   Depreciation     16,497       14,877   Insurance and claims     15,435       6,863   Other     5,423       4,213   Gain on sale or disposition of equipment     ( 577 )     ( 147 ) Total operating expenses and costs     213,225       188,104                     OPERATING INCOME     8,499       31,344                     NON-OPERATING INCOME     899       1,929   INTEREST EXPENSE     ( 2,356 )     ( 1,667 )                   INCOME BEFORE INCOME TAXES     7,042       31,606                     FEDERAL AND STATE INCOME TAX EXPENSE (BENEFIT):                 Current     2,371       3,538   Deferred     ( 560 )     4,126   Total federal and state income tax expense     1,811       7,664                     NET INCOME   $ 5,231     $ 23,942                     INCOME PER COMMON SHARE:                 Basic   $ 0.24     $ 1.07   Diluted   $ 0.23     $ 1.06                     AVERAGE COMMON SHARES OUTSTANDING:                 Basic     22,148       22,292   Diluted     22,317       22,483     See notes to condensed consolidated financial statements.   4 Table of Contents     P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (in thousands)       Three Months Ended       March 31,       2023     2022   OPERATING ACTIVITIES:                 Net income   $ 5,231     $ 23,942   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation     16,497       14,877   Bad debt expense     302       268   Stock compensation-net of excess tax benefits     208       137   Provision for deferred income taxes     ( 560 )     4,126   Loss/(Gain) on marketable equity securities     288       ( 1,397 ) Gain on sale or disposition of equipment     ( 577 )     ( 147 ) Changes in operating assets and liabilities:                 Accounts receivable     1,826       ( 14,568 ) Prepaid expenses, deposits, inventories, and other assets     1,930       ( 26 ) Income taxes payable     2,371       3,384   Trade accounts payable     ( 2,783 )     4,477   Accrued expenses and other liabilities     9,474       6,020   Net cash provided by operating activities     34,207       41,093                     INVESTING ACTIVITIES:                 Purchases of property and equipment     ( 6,108 )     ( 10,016 ) Proceeds from disposition of equipment     7,192       1,042   Net cash provided by / (used in) investing activities     1,084       ( 8,974 )                   FINANCING ACTIVITIES:                 Borrowings under line of credit     282,515       184,177   Repayments under line of credit     ( 282,515 )     ( 184,177 ) Borrowings of long-term debt     -       42,058   Repayments of long-term debt     ( 13,024 )     ( 11,434 ) Borrowings under margin account     18       11   Repayments under margin account     ( 383 )     ( 360 ) Repurchases of common stock     ( 3,516 )     ( 3,000 ) Net cash (used in) / provided by financing activities     ( 16,905 )     27,275                     NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     18,386       59,394                     CASH, CASH EQUIVALENTS AND RESTRICTED CASH -Beginning of period     74,087       18,509                     CASH, CASH EQUIVALENTS AND RESTRICTED CASH -End of period   $ 92,473     $ 77,903                     SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                 Cash paid during the period for:                 Interest   $ 2,353     $ 1,527   Income taxes     -     $ 155                     NONCASH INVESTING AND FINANCING ACTIVITIES:                 Purchases of property and equipment included in accounts payable   $ 528     $ 6,593     See notes to condensed consolidated financial statements.   5 Table of Contents     P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Stockholders ’ Equity (unaudited) (in thousands)       Common Stock Shares / Amount     Additional Paid-In Capital     Treasury Stock     Retained Earnings     Total                                                     Balance at January 1, 2023     22,166     $ 223     $ 40,472     $ ( 4,000 )   $ 263,488     $ 300,183                                                     Net Income     -       -       -       -       5,231       5,231                                                     Treasury stock repurchases     ( 123 )     -       -       ( 3,516 )     -       ( 3,516 )                                                   Restricted stock issued     7       -       -       -       -       -                                                     Stock based compensation     -       -       208       -       -       208                                                     Balance at March 31, 2023     22,050     $ 223     $ 40,680     $ ( 7,516 )   $ 268,719     $ 302,106           Common Stock Shares / Amount     Additional Paid-In Capital     Treasury Stock     Retained Earnings     Total                                                     Balance at January 1, 2022     22,348     $ 234     $ 84,472     $ ( 169,946 )   $ 301,350     $ 216,110                                                     Net Income     -       -       -       -       23,942       23,942                                                     Stock Split     -       111       ( 111 )     -       -       -                                                     Treasury stock repurchases     ( 83 )     -       -       ( 3,000 )     -       ( 3,000 )                                                   Retirement of Treasury Shares     -       ( 122 )     ( 44,289 )     172,946       ( 128,535 )     -                                                     Stock based compensation     -       -       137       -       -       137                                                     Balance at March 31, 2022     22,265     $ 223     $ 40,209     $ -     $ 196,757     $ 237,189     See notes to condensed consolidated financial statements. All prior period share and per share data has been retroactively adjusted to reflect the stock split that occurred on March 29, 2022.   6 Table of Contents   P.A.M. TRANSPORTATION SERVICES, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) March 31, 2023       NOTE A:   BASIS OF PRESENTATION In accordance with generally accepted accounting principles (“GAAP”) and applicable rules of the Securities and Exchange Commission, the information reported in this Quarterly Report on Form 10 -Q for P.A.M. Transportation Services, Inc. and its legally distinct subsidiaries, unless otherwise indicated, is presented on a consolidated basis. Unless the context otherwise requires, all references in this Quarterly Report on Form 10 -Q to “P.A.M.,” the “Company,” “we,” “our,” or “us” mean P.A.M. Transportation Services, Inc. and its consolidated subsidiaries.   The consolidated financial results for the three months ended  March 31, 2023, include the results of our recently formed subsidiaries, Met Express, Inc. and Costar Equipment, Inc., from June 14, 2022, the date of the acquisition of substantially all of the assets and certain liabilities of Metropolitan Trucking, Inc. and its related entities, through  March 31, 2023. All material intercompany items and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10 -Q and Article 10 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three -month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and the footnotes thereto included in the Company’s annual report on Form 10 -K for the year ended December 31, 2022.   On March 8, 2022, our Board of Directors declared a 2 -for- 1 forward stock split of the shares of our common stock, which was effected in the form of a 100% stock dividend. The stock split entitled each shareholder of record at the close of business on March 18, 2022, to receive one additional share of common stock for each share of common stock owned as of that date. The stock split was paid on March 29, 2022. Upon the completion of the March 2022 stock split, our outstanding shares increased from approximately 11.1 million shares to approximately 22.2 million shares. All share and per share amounts in this quarterly report on Form 10 -Q give effect to these stock splits and have been adjusted retrospectively, where applicable, for all periods presented.     NOTE B:   RECENT ACCOUNTING PRONOUNCEMENTS The Company considered the applicability and impact of all accounting standard updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") to the Accounting Standards Codification ("ASC") and has determined there are no ASUs that have not already been adopted which require significant consideration for disclosure as of March 31, 2023. Additionally, the Company did not adopt any new ASUs during the quarter ended March 31, 2023.     NOTE C:   REVENUE RECOGNITION The Company has a single performance obligation, which is to transport our customer’s freight from a specified origin to a specified destination. The Company has the discretion to choose to self-transport or to arrange for alternate transportation to fulfill the performance obligation. Where the Company decides to self-transport the freight, the Company classifies the service as truckload services, and where the Company arranges for alternate transportation of the freight, the Company classifies the service as brokerage and logistics services. In either case, the Company is paid a rate to transport freight from its origin location to a specified destination. Because the primary factors influencing revenue recognition, including performance obligation, customer base, and timing of revenue recognition, are the same for both of its service categories, the Company utilizes the same revenue recognition method throughout its operations.   Company revenue is generated from freight transportation services performed utilizing heavy truck trailer combinations. While various ownership arrangements may exist for the equipment utilized to perform these services, including Company owned or leased, owner-operator owned, and third -party carriers, revenue is generated from the same base of customers. Contracts with these customers establish rates for services performed, which are predominantly rates that will be paid to pick up, transport and drop off freight at various locations. In addition to transportation, revenue is also awarded for various accessorial services performed in conjunction with the base transportation service. The Company also has other revenue categories that are not discussed in this note or broken out in our condensed consolidated statements of operations due to their immaterial amounts.   7 Table of Contents   In fulfilling the Company’s obligation to transport freight from a specified origin to a specified destination, control of freight is transferred to us at the point it has been loaded into the driver’s trailer, the doors are sealed and the driver has signed a bill of lading, which is the basic transportation agreement that establishes the nature, quantity and condition of the freight loaded, the responsibility for invoice payment and the pickup and delivery locations. Our revenue is generated, and our customer receives benefit, as the freight progresses towards delivery locations. In the event our customer cancels the shipment at some point prior to the final delivery location and re-consigns the shipment to an alternate delivery location, we are entitled to receive payment for services performed for the partial shipment. Shipments are generally conducted over a relatively short time span, generally one to three days; however, freight is sometimes stored temporarily in our trailer at one of our drop yard locations or at a location designated by a customer. Our revenue is categorized as either Freight Revenue or Fuel Surcharge Revenue, and both are earned by performing the same freight transportation services, as discussed further below.   Freight Revenue – revenue generated by the performance of the freight transportation service, including any accessorial service, provided to customers.   Fuel Surcharge Revenue – revenue designed to adjust freight revenue rates to an agreed-upon base cost for diesel fuel. Diesel fuel prices can fluctuate widely during the term of a contract with a customer. At the point that freight revenue rates are negotiated with customers, a sliding scale is agreed upon that approximately adjusts diesel fuel costs to an agreed-upon base amount. In general, as fuel prices increase, revenue from fuel surcharge increases, so that diesel fuel cost is adjusted to the approximate base amount agreed upon.   Revenue is recognized over time as the freight progresses towards its destination and the transportation service obligation is fulfilled. For loads picked up during the reporting period, but delivered in a subsequent reporting period, revenue is allocated to each period based on the transit time in each period as a percentage of total transit time. There are no assets or liabilities recorded in conjunction with revenue recognized, other than accounts receivable and estimated credit losses.     NOTE D:   MARKETABLE EQUITY SECURITIES The Company’s investments in marketable securities consist of equity securities with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income.   Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note J.   The following table sets forth market value, cost, and unrealized gains on equity securities as of March 31, 2023 and December 31, 2022.       March 31, 2023     December 31, 2022       (in thousands)   Fair market value   $ 41,440     $ 41,728   Cost     30,350       30,350   Unrealized gain   $ 11,090     $ 11,378     The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of March 31, 2023 and December 31, 2022.       March 31, 2023     December 31, 2022       (in thousands)   Gross unrealized gains   $ 13,206     $ 13,478   Gross unrealized losses     2,116       2,100   Net unrealized gain   $ 11,090     $ 11,378     8 Table of Contents   The Company did not sell any marketable equity securities and had no realized gains or losses during the quarter ending on March 31, 2023 or 2022, respectively.   For the quarter ended March 31, 2023, the Company recognized dividends received of approximately $ 377,000 in non-operating income in its condensed consolidated statements of operations. For the quarter ended March 31, 2022, the Company recognized dividends received of approximately $ 309,000 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, 2023, and December 31, 2022, the Company had outstanding borrowings of approximately $ 549,000 and $ 914,000 , 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 condensed consolidated balance sheets.   Our marketable equity securities portfolio had a net unrealized pre-tax loss in market value of approximately $ 288,000 during the first quarter of 2023, and a net unrealized pre-tax gain in market value of approximately $ 1,397,000 during the first quarter of 2022, which were reported as non-operating income in its condensed consolidated statements of operations 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, 3,000,000 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.   During February 2023, the Company granted 28,313 shares of common stock to key employees. This stock award had a grant date fair value of $ 28.30 per share, based on the closing price of the Company’s stock on the date of grant, and vests in 25 % increments over four years, beginning one year from the anniversary date of the grant.   The total grant date fair value of stock vested during the first three months of 2023 was approximately $ 206,000 . The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2023, was approximately $ 208,000 and includes approximately $ 0 recognized as a result of the grant of shares to certain non-employee directors. The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first three months of 2023. As of March 31, 2023, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 2,999,000 , which is being amortized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize approximately $ 603,000 in additional compensation expense related to unvested stock awards during the remainder of 2023 and to recognize approximately $ 841,000 , $ 870,000 , $ 543,000 , and $ 142,000 in additional compensation expense related to unvested stock awards during the years 2024, 2025, 2026, and 2027, respectively.   There were  no  stock awards that vested during the  first   three  months of  2022.  The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the  first   three  months of  2022,  was approximately $ 137,000 . The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01  during the  first   three  months of  2022.  As of  March 31, 2022,  the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 2,840,000 , which was being amortized on a straight-line basis over the remaining vesting period.   A summary of the status of the Company’s non-vested restricted stock as of March 31, 2023, and changes during the three months ended March 31, 2023, is as follows:       Restricted Stock       Number of Shares     Weighted- Average Grant Date Fair Value   Non-vested at January 1, 2023     235,832     $ 13.15   Granted     28,313       28.30   Canceled/forfeited/expired     -       -   Vested     ( 7,284 )     38.80   Non-vested at March 31, 2023     256,861     $ 14.09     9 Table of Contents     NOTE F:   SEGMENT INFORMATION The Company follows the guidance provided by ASC Topic 280, S egment 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 have similar economic characteristics and can be aggregated into a single reportable 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,       2023     2022       Amount     %     Amount     %       (in thousands, except percentage data)   Truckload Services revenue   $ 125,198       64.7     $ 124,978       63.7   Brokerage and Logistics Services revenue     68,256       35.3       71,111       36.3   Total revenues   $ 193,454       100.0     $ 196,089       100.0         NOTE G:   TREASURY STOCK The Company’s stock repurchase program has been extended and expanded several times, most recently in November 2021, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization. As of March 31, 2023, there remain 207,975 shares of common stock authorized for repurchase under this plan.   The Company accounts for treasury stock using the cost method. As of March 31, 2023, 250,415 shares were held in the treasury at an aggregate cost of approximately $ 7,516,000 .   10 Table of Contents     NOTE H:   EARNINGS PER SHARE Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding by common stock equivalents attributable to dilutive restricted stock. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on earnings per share. The computations of basic and diluted earnings per share were as follows:       Three Months Ended       March 31,       2023     2022       (in thousands, except per share data)   Net income   $ 5,231     $ 23,942                     Basic weighted average common shares outstanding     22,148       22,292   Dilutive effect of common stock equivalents     169       191   Diluted weighted average common shares outstanding     22,317       22,483                     Basic earnings per share   $ 0.24     $ 1.07   Diluted earnings per share   $ 0.23     $ 1.06         NOTE I:   INCOME TAXES The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which the Company operates generally provide for a deficiency assessment statute of limitations period of three years, and as a result, the Company’s tax years 2019 and forward remain open to examination in those jurisdictions.   In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of ASC 740 - 10 - 30, Accounting for Income Taxes , weighs all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of March 31, 2023, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.   The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of March 31, 2023, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During the three months ended March 31, 2023 and 2022, the Company has 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 24.3 % for the three months ended March 31, 2023 and 2022, respectively. Our effective tax rate for the three months ended March 31, 2023 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes and the tax benefits related to stock compensation.   11 Table of Contents     NOTE J:   FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of cash and cash equivalents, marketable equity securities, accounts receivable, trade accounts payable, and borrowings.   The Company follows the guidance for financial assets and liabilities measured on a recurring basis. This guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:     Level 1: Quoted market prices in active markets for identical assets or liabilities.          Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable; or other inputs not directly observable, but derived principally from, or corroborated by, observable market data.         Level 3: Unobservable inputs that are supported by little or no market activity.   The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.   At March 31, 2023, the following items are measured at fair value on a recurring basis:       Total     Level 1     Level 2     Level 3       (in thousands)                                     Marketable equity securities   $ 41,440     $ 41,440       -       -     The Company’s investments in marketable securities are recorded at fair value based on quoted market prices. The carrying value of other financial instruments, including cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities.   The carrying amount for the line of credit approximates fair value because the line of credit interest rate is adjusted frequently.   For long-term debt other than the lines of credit, the fair values are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The carrying value and estimated fair value of this other long-term debt at March 31, 2023 was as follows:       Carrying Value     Estimated Fair Value       (in thousands)                     Long-term debt   $ 251,257     $ 234,088     The Company has not elected the fair value option for any of its financial instruments.     NOTE K:   NOTES PAYABLE During the first three months of 2023, the Company’s subsidiaries did not enter into any new installment obligations.   12 Table of Contents     NOTE L:   LITIGATION We are involved in certain claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. We are currently self-insured for certain layers of auto liability claims in excess of $ 2.0 million. Therefore, we specifically reserve for claims that are expected to exceed $ 2.0 million when fully developed, based on the facts and circumstances of those claims.   If we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.   We were named a defendant in a putative class action lawsuit filed on August 6, 2021, in the United States District Court for the Western District of Arkansas. The complaint alleged failure to pay over-the-road drivers minimum wage under the Fair Labor Standards Act and the Arkansas Minimum Wage Act, violations of the Electronic Funds Transfer Act (EFTA), violations of the Arkansas Wage Payment Law (discharge pay and unlawful, usurious advance fees), violations of the Arkansas Common Law, and violations of the Racketeer Influenced and Corrupt Organizations Act (RICO).  We denied liability on all claims.  On August 5, 2022, the parties filed a Joint Motion for Preliminary Approval of a Collective and Class Action Settlement.  On October 7, 2022, the parties submitted to the court an executed Settlement Agreement and Release, to resolve and release all claims asserted in the litigation from January 1, 2020, through July 31, 2022, for $ 4,750,000 . We did not admit liability for any claim. The District Court granted preliminary approval of the settlement on November 14, 2022.  Notice of the settlement has been sent to class and collective action members. A final fairness hearing on the settlement is scheduled to be held by the District Court on April 5, 2023. Management has determined that any losses under this claim will not be covered by existing insurance policies.     NOTE M:   LEASES The Company currently leases shop, office and parking spaces in various locations in the United States and Mexico. The initial term for the majority of these leases is one year or less, with an option for early cancellation and an option to renew for subsequent one - month periods. These leases can be terminated by either party by providing notice to the other party of the intent to cancel or to not extend. Relatively short lease durations for these properties are intended to provide flexibility to the Company as changing operational needs and shifting opportunities often result in cancellation or non-renewal of these leases by the Company or the lessor.   The initial lease term for certain shop and office locations is for periods ranging from 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 leases trucks to owner-operators under our lease-to-own program. We also lease dock space to a related party at our Laredo, Texas terminal.   Right-of-Use Leases   The Company is party to operating leases which include initial terms ranging from 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 $ 0.4 million as of March 31, 2023. 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 sheets. 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, 2023.   13 Table of Contents   Scheduled amounts and timing of cash flows arising from future right-of-use operating lease payments at March 31, 2023, are:   Maturity of Lease Liabilities   (in thousands)   2023 (remaining)   $ 256   2024     114   2025 and thereafter     -   Total undiscounted operating lease payments   $ 370   Less: Imputed interest     ( 7 ) Present value of operating lease liabilities   $ 363             Balance Sheet Classification         Right-of-use assets (recorded in other non-current assets)   $ 363             Current lease liabilities (recorded in other current liabilities)   $ 342   Long-term lease liabilities (recorded in other long-term liabilities)     21   Total operating lease liabilities   $ 363             Other Information         Weighted-average remaining lease term for operating leases (in years)     1.08   Weighted-average discount rate for operating leases     3.74 %   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, 2023. Cash paid for amounts included in the present value of operating lease liabilities was $ 0.1 million during the three months ended March 31, 2023, and is included in operating cash flows within the condensed consolidated statement of cash flows.   Operating Lease Costs       Three Months Ended       March 31,       2023     2022       (in thousands)   Long term   $ 81     $ 151   Short term     738       546   Total   $ 819     $ 697       Lease Revenue The Company's operating lease revenue is disclosed in the table below.       Three Months Ended       March 31,       2023     2022       (in thousands)   Leased truck revenue (recorded in revenue, before fuel surcharge)   $ 2,049     $ 2,138   Leased facility space revenue (recorded in non-operating income)     99       229   Total lease revenue   $ 2,148     $ 2,367     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, 2023, the gross carrying value of trucks underlying these leases was $ 56.7 million and accumulated depreciation was $ 32.2 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, 2023, the Company incurred $ 1.6 million of depreciation expense for these assets.   The Company leases dock space to a related party at our Laredo, Texas, terminal. The dock space is depreciated in conjunction with the structures and improvements for the entire Laredo terminal on a straight-line basis over the estimated useful life of the assets. Lease income is recorded as a component of non-operating income in our condensed consolidated statements of operations.   14 Table of Contents   Lease Receivables   Future minimum operating lease payments receivable at March 31, 2023:       (in thousands)             2023 (remaining)   $ 5,008   2024     4,243   2025     1,124   2026     385   2027 and thereafter     24   Total future minimum lease payments receivable   $ 10,784         NOTE N:   NONCASH INVESTING AND FINANCING ACTIVITIES The Company did not finance any equipment purchases during the first three months of 2023 utilizing noncash financing.     NOTE O:   ACQUISITION OF METROPOLITAN TRUCKING On June 14, 2022, subsidiaries of the Company, Met Express, Inc. and Costar Equipment, Inc. (collectively, the “Buyer”), entered into an Asset Purchase Agreement with Metropolitan Trucking, Inc. and related subsidiaries. Metropolitan Trucking, Inc. was a truckload carrier headquartered in Saddle Brook, New Jersey, providing asset-based dry van truckload transportation services, including local, regional, and dedicated services. The acquisition has been determined to be a business combination.   Pursuant to the Asset Purchase Agreement, the Buyer acquired substantially all the assets and assumed certain specified liabilities of Metropolitan Trucking, Inc., and its related entities (the “Transaction”). The Buyer paid $ 79.9 million of total consideration, including cash and certain assumed indebtedness of Metropolitan Trucking, Inc., and its related entities. The Transaction closed on June 14, 2022.   Total cash paid of $ 64.3 million was funded out of the Company’s available cash. The Transaction included the assumption of $ 12.6 million of indebtedness and $ 2.9 million of other current liabilities. The Asset Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions.   The results of the acquired business have been included in the condensed consolidated financial statements since the date of acquisition and represented 13.7 % of consolidated total assets as of March 31, 2023, and represented 9.5 % of revenues excluding fuel surcharge for the quarter ended March 31, 2023.   The allocation of the purchase price is detailed in the tables below.   The assets and liabilities associated with the acquisition were recorded at their fair values as of the acquisition date and the amounts are as follows:       (in thousands)             Trade and other accounts receivable   $ 10,821   Other current assets     316   Property and equipment     68,722   Total assets     79,859   Accounts payable     ( 2,915 ) Long-term debt     ( 12,627 ) Total cash paid   $ 64,317     15 Table of Contents     Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.   FORWARD-LOOKING INFORMATION Certain information included in this Quarterly Report on Form 10-Q constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, inflation, interest rates, fuel taxes, tolls, and license and registration fees; potential economic, business or operational disruptions or uncertainties that may result from any future outbreaks of the COVID-19 pandemic or other public health crises; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations or policies; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.   CRITICAL ACCOUNTING ESTIMATES There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the fiscal year ended December 31, 2022.   BUSINESS OVERVIEW The Company is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers. Unless the context otherwise requires, this report presents information regarding the Company and its subsidiaries on a consolidated basis. The Company’s administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly-owned subsidiaries based in various locations around the United States and in Mexico and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company-owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage and logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this report.   For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed, and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 64.7% and 63.7% of total revenues, excluding fuel surcharges, for the quarters ended March 31, 2023, and 2022, respectively. The remaining revenues, excluding fuel surcharges, were generated from brokerage and logistics services.   The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefits costs, independent broker costs (which we record as purchased transportation), insurance, maintenance and capital equipment costs.   In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During the three months ended March 31, 2023 and 2022, approximately $28.3 million and $23.4 million, respectively, of the Company’s total revenue was generated from fuel surcharges. We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.   16 Table of Contents   On June 14, 2022, newly formed subsidiaries of the Company completed the acquisition of substantially all the assets and certain liabilities of Metropolitan Trucking, Inc. and related entities (“Metropolitan”). Metropolitan was a 320-truck dry van truckload carrier, with the East Coast serving as its primary operating territory. The purchase price paid at closing included approximately $15.5 million in assumed debt and $64.3 million paid using available cash balances. The Company is currently operating these assets through its newly formed subsidiary, Met Express, Inc. See Note O to the condensed consolidated financial statements for more information regarding this acquisition.   RESULTS OF OPERATIONS – TRUCKLOAD SERVICES The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Fuel costs are reported net of fuel surcharges.       Three Months Ended       March 31,       2023     2022       (percentages)   Operating revenues, before fuel surcharge     100.0       100.0                     Operating expenses:                 Salaries, wages and benefits     36.2       28.8   Operating supplies and expenses     10.0       6.5   Rent and purchased transportation     24.6       26.3   Depreciation     12.9       11.5   Insurance and claims     12.3       5.5   Other     3.8       2.9   Gain on sale or disposal of property     (0.5 )     (0.1 ) Total operating expenses     99.3       81.4   Operating income     0.7       18.6   Non-operating income     0.6       1.2   Interest expense     (1.5 )     (1.0 ) (Loss) / Income before income taxes     (0.2 )     18.8       THREE MONTHS ENDED MARCH 31, 2023 VS. THREE MONTHS ENDED MARCH 31, 2022   During the first quarter of 2023, truckload services revenue, before fuel surcharges, was relatively flat at $125.2 million as compared to $125.0 million during the first quarter of 2022. The increase in revenue was primarily the result of an increase in the total number of trucks operated during the first quarter of 2023 compared to the first quarter of 2022. This increase was largely offset by a decrease in the average rate per mile charged to our customers for the first quarter of 2023 compared to the first quarter of 2022.   Salaries, wages and benefits increased from 28.8% of revenues, before fuel surcharges, in the first quarter of 2022 to 36.2% of revenues, before fuel surcharges, during the first quarter of 2023. This percentage-based increase is primarily a result of the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, and operations wages with a decrease in revenue per mile for the periods compared, coupled with an increase in the number of employees during the first quarter of 2023 compared to the first quarter of 2022.   Operating supplies and expenses increased from 6.5% of revenues, before fuel surcharges, during the first quarter of 2022 to 10.0% of revenues, before fuel surcharges, during the first quarter of 2023. The increase relates primarily to a decrease in the average rate per mile charged to customers, coupled with an increase in miles driven.   Insurance and claims increased from 5.5% of revenues, before fuel surcharges, during the first quarter 2022 to 12.3% of revenues, before fuel surcharges, during the first quarter 2023. This increase relates primarily to an increase in accident reserves recognized in the first quarter of 2023, as compared to the first quarter of 2022. During the quarter ended March 31, 2023, the Company recorded a $10.0 million liability for claims expected to settle in excess of insurance limits specific to an accident in February 2022.   The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 81.4% for the first quarter of 2022 to 99.3% for the first quarter of 2023.   17 Table of Contents   RESULTS OF OPERATIONS – LOGISTICS AND BROKERAGE SERVICES The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage service operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics.       Three Months Ended       March 31,       2023     2022       (percentages)   Operating revenues, before fuel surcharge     100.0       100.0                     Operating expenses:                 Salaries, wages and benefits     4.4       4.5   Rent and purchased transportation     82.4       82.2   Other     2.0       1.9   Total operating expenses     88.8       88.6   Operating income     11.2       11.4   Non-operating income     0.2       0.6   Interest expense     (0.6 )     (0.6 ) Income before income taxes     10.8       11.4       THREE MONTHS ENDED MARCH 31, 2023 VS. THREE MONTHS ENDED MARCH 31, 2022   During the first quarter of 2023, logistics and brokerage services revenue, before fuel surcharges, decreased 4.0% to $68.3 million as compared to $71.1 million during the first quarter of 2022. The decrease relates to a decrease in the average rates charged to customers during the first quarter of 2023 as compared to the first quarter of 2022.   Rents and purchased transportation increased from 82.2% of revenues, before fuel surcharges, during the first quarter of 2022 to 82.4% of revenues, before fuel surcharges, during the first quarter of 2023. The increase resulted from paying third-party carriers a larger percentage of customer revenue.   The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 88.6% for the first quarter of 2022 to 88.8% for the first quarter of 2023.   RESULTS OF OPERATIONS – COMBINED SERVICES   THREE MONTHS ENDED MARCH 31, 2023 VS. THREE MONTHS ENDED MARCH 31, 2022   Net income for all divisions was approximately $5.2 million, or 2.7% of revenues, before fuel surcharges, for the first quarter of 2023 as compared to net income of $23.9 million, or 12.2% of revenues, before fuel surcharges, for the first quarter of 2022. The decrease in net income resulted in diluted earnings per share of $0.23 for the first quarter of 2023 as compared to diluted earnings per share of $1.06 for the first quarter of 2022.   LIQUIDITY AND CAPITAL RESOURCES Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, and borrowings under our credit facilities, installment notes, and investment margin account.   During the first three months of 2023, we generated $34.2 million in cash from operating activities. Investing activities generated $1.1 million in cash in the first three months of 2023. Financing activities used $16.9 million in cash in the first three months of 2023.   Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During the first three months of 2023, we utilized cash on hand and our line of credit to finance purchases of revenue equipment and other assets of approximately $6.1 million.   We commonly finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 36 to 84 months. During the first three months of 2023, the Company’s subsidiary, P.A.M. Transport, Inc., did not enter into any new installment obligations.   18 Table of Contents   During the remainder of 2023, we expect to purchase approximately 340 new trucks and 1,000 new trailers while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $80.3 million.   We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.   During the first three months of 2023, we maintained a revolving line of credit. Amounts outstanding under the line bear interest at Term SOFR plus 1.35% (6.22% at March 31, 2023), are secured by our trade accounts receivable and mature on July 1, 2024. An “unused fee” of 0.25% is charged if average borrowings are less than $18.0 million. At March 31, 2023 outstanding advances on the line of credit were approximately $0.4 million, consisting of letters of credit, with availability to borrow $59.6 million.   Trade accounts receivable decreased from $134.7 million at December 31, 2022 to $131.4 million at March 31, 2023. The decrease resulted from a decrease in freight revenues, which flow through accounts receivable, during the first quarter of 2023 as compared to the fourth quarter of 2022.   Prepaid expenses and deposits decreased from $15.7 million at December 31, 2022 to $14.1 million at March 31, 2023. The decrease relates to the normal amortization of items prepaid as of December 31, 2022.   Revenue equipment decreased from $637.5 million at December 31, 2022 to $621.2 million at March 31, 2023. The decrease is primarily due to the disposition of aging trucks and trailers during the first quarter of 2023.   Accounts payable decreased from $48.9 million at December 31, 2022 to $46.2 million at March 31, 2023. This decrease was primarily attributable to a decrease in the amount due to third-party carriers as of March 31, 2023.   Accrued expenses and other liabilities increased from $34.2 million at December 31, 2022 to $43.3 million at March 31, 2023. The increase is primarily due to accruals of claims reserves during the first three months of 2023.   Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time. Long-term debt and current maturities of long-term debt, on an aggregate basis, decreased from $264.3 million at December 31, 2022 to $251.3 million at March 31, 2023. The decrease was primarily related to not financing the acquisition of additional revenue equipment during the first quarter of 2023.   NEW ACCOUNTING PRONOUNCEMENTS See Note B to the condensed consolidated financial statements for a description of the most recent accounting pronouncements and their impact, if any, on the Company.