What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-12 compared with 2024-03-13 · 131 added, 132 removed, 706 unchanged (27% of the section changed)

10 unchanged sentences

Board of Directors and Stockholders

Transportation Services, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of P.A.M.

Transportation Services, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of PAMT CORP (formerly known as P.A.M.

Transportation Services, Inc) (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 12, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

14 unchanged sentences

March 12, 2025

TRANSPORTATION SERVICES, INC.

AND SUBSIDIARIES

PAMT CORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

52 unchanged sentences

STOCKHOLDERS’ EQUITY

Preferred stock, $.

01 par value, 10,000,000 shares authorized;

Common stock, $.

01 par value, 50,000,000 shares authorized;

Preferred stock, $ .01 par value, 10,000,000 shares authorized;

Common stock, $ .01 par value, 100,000,000 and 50,000,000 shares authorized;

22,364,120 and 22,317,671 shares issued;

13 unchanged sentences

See notes to consolidated financial statements.

TRANSPORTATION SERVICES, INC.

AND SUBSIDIARIES

PAMT CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

16 unchanged sentences

99,264 64,605 62,806

Impairment Loss

Insurance and claims

1 unchanged sentence

24,338 23,769 18,128

Gain on disposition of equipment

Loss (gain) on disposition of equipment

766 ( 1,043 ) ( 3,250 )

1 unchanged sentence

751,411 780,497 823,094

OPERATING INCOME

OPERATING (LOSS) INCOME

( 36,765 ) 30,310 123,768

3 unchanged sentences

( 13,240 ) ( 9,177 ) ( 7,929 )

INCOME BEFORE INCOME TAXES

(LOSS) INCOME BEFORE INCOME TAXES

( 41,546 ) 28,579 119,007

FEDERAL & STATE INCOME TAX EXPENSE:

FEDERAL & STATE INCOME TAX (BENEFIT) EXPENSE:

2,034 7,277 13,794

( 11,785 ) 2,886 14,541

Total federal & state income tax expense

Total federal & state income tax (benefit) expense

( 9,751 ) 10,163 28,335

NET (LOSS) INCOME

$ ( 31,795 ) $ 18,416 $ 90,672

EARNINGS PER COMMON SHARE:

(LOSS) EARNINGS PER COMMON SHARE:

$ ( 1.45 ) $ 0.83 $ 4.08

4 unchanged sentences

See notes to consolidated financial statements.

TRANSPORTATION SERVICES, INC.

AND SUBSIDIARIES

PAMT CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

1 unchanged sentence

(in thousands, except per share data)

Common Stock Additional

Treasury Retained

Shares / Amount

2 unchanged sentences

90,672 90,672

112 ( 111 ) 1

Restricted stock issued

1 unchanged sentence

( 211 ) ( 7,000 ) ( 7,000 )

Treasury stock retired

( 123 ) ( 44,289 ) 172,946 ( 128,534 )

Restricted stock net settlement

( 315 ) ( 315 )

Share-based compensation

2 unchanged sentences

18,416 18,416

112 ( 111 ) 1

Restricted stock issued

1 unchanged sentence

( 169 ) (4,736 ) ( 4,736 )

Treasury stock retired

( 123 ) ( 44,289 ) 172,946 ( 128,534 )

Restricted stock net settlement

13 unchanged sentences

See notes to consolidated financial statements.

TRANSPORTATION SERVICES, INC.

AND SUBSIDIARIES

PAMT CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

2 unchanged sentences

OPERATING ACTIVITIES:

Net (loss) income

$ ( 31,795 ) $ 18,416 $ 90,672

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

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

99,264 64,605 62,806

Impairment Loss

Bad debt expense

1 unchanged sentence

Stock compensation—net of excess tax benefits

Provision for deferred income taxes

Provision for deferred income tax (benefit) expense

( 11,785 ) 2,886 14,541

1 unchanged sentence

( 3,079 ) ( 1,618 ) ( 1,129 )

Gain on sale or disposal of equipment

Loss (gain) on sale or disposal of equipment

766 ( 1,043 ) ( 3,250 )

24 unchanged sentences

- - ( 1,175 )

Net cash (used in) provided by investing activities

Net cash used by investing activities

( 100,187 ) ( 11,295 ) ( 113,527 )

9 unchanged sentences

Borrowings under margin account

46 1,229 6,510

Repayments under margin account

2 unchanged sentences

( 5,259 ) ( 4,736 ) ( 7,000 )

Net cash (used in) provided by financing activities

Net cash provided (used) by financing activities

8,592 ( 76,755 ) 290

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 32,554 ) 26,527 55,578

11 unchanged sentences

See notes to consolidated financial statements.

TRANSPORTATION SERVICES, INC.

AND SUBSIDIARIES

PAMT CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

ACCOUNTING POLICIES

Description of Business and Principles of Consolidation – P.A.M.

Transportation Services, Inc.

(the “Company”), through its subsidiaries, operates as a truckload transportation and logistics company.

Description of Business and Principles of Consolidation – PAMT CORP (the “Company”), through its subsidiaries, operates as a truckload transportation and logistics company.

The consolidated financial statements include the accounts of the Company and its wholly-owned operating subsidiaries:

2 unchanged sentences

The following subsidiaries were inactive during all periods presented:

International, Inc., S & L Logistics, Inc.

Mexico Holdings, LLC.

International, Inc., S & L Logistics, Inc., P.A.M.

Mexico Holdings, LLC and PAMEX, LLC.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period.

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There were no bank overdrafts as of December 31, 2024 or 2023.

Accounts Receivable Other – The components of accounts receivable other consist primarily of amounts representing downtime reimbursements due from our equipment partners, company driver advances, independent contractor advances, and equipment manufacturer warranties.

Equipment downtime reimbursements due from our equipment partners were approximately $ 2,100,000 and $ 994,000 as of December 31, 2023 and December 31, 2022, respectively.

Accounts Receivable Other – The components of accounts receivable other consist primarily of amounts representing maintenance chargebacks, company driver advances, independent contractor advances, and equipment manufacturer warranties.

Maintenance chargebacks from our equipment partners were approximately $ 1,300,000 and $ 2,100,000 as of December 31, 2024 and December 31, 2023, respectively.

Accounts receivable from independent contractors as of December 31, 2024 and 2023, were approximately $ 881,000 and $ 768,000 , respectively.

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For long-lived assets classified as held and used, if the carrying value of the long-lived asset exceeds the sum of the future net undiscounted cash flows, it is not recoverable.

No impairment losses were recorded during 2023 or 2022.

Management determined that the market conditions for used revenue equipment had deteriorated since its peak in 2022.

This decline in market conditions prompted the requirement for a recoverability test.

Asset groups were formed based on year and model of the revenue equipment and whether those groups were acquired used or new.

Management tested all applicable asset groups and determined specific asset groups of trucks and trailers to be impaired beyond their carrying value.

The impairment of these asset groups resulted in an impairment loss of approximately $ 6.4 million, or $ 0.22 loss per share, net of tax, during the year ended December 31, 2024.

No impairment loss was incurred during the year ended December 31, 2023.

Property and Equipment – Property and equipment is recorded at historical cost, less accumulated depreciation.

5 unchanged sentences

The following is a table reflecting estimated ranges of asset useful lives by major class of depreciable assets:

Estimated Asset Life

Estimated Asset Life (years)

Service vehicles

3 unchanged sentences

The Company’s management periodically evaluates whether changes to estimated useful lives and/or salvage values are necessary to ensure its estimates accurately reflect the economic use of the assets.

During the 2023 evaluation, management determined it necessary to adjust the estimated useful lives and salvage values of trucks and trailers to reflect the current market conditions more accurately.

These adjustments did not have a material impact on the Company’s financial condition, results of operations, and cash flows as of December 31, 2023.

During the 2024 evaluation, management conducted a review of its revenue equipment and determined it necessary to adjust the estimated useful lives and salvage values of trucks and trailers to reflect the current market conditions more accurately.

As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods.

In accordance with ASC 250 - 10 - 45 - 17, this change is considered a change in accounting estimate and has been applied prospectively during the year ended December 31, 2024.

The effect of this change increased depreciation expense by $ 24.7 million and increased basic and diluted loss per share by $ 0.86 net of tax, for the year ended December 31, 2024.

Inventory – Inventories consist primarily of revenue equipment parts, tires, supplies, and fuel.

24 unchanged sentences

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 current expected credit losses.

The contract asset, or the amount of remaining performance obligation relating to loads in process at the end of each reporting period, was $ 2.3 million and $ 1.9 million for the years ended December 31, 2024 and 2023, respectively.

Recorded contract assets are included in the accounts receivable line item of the balance sheet.

Corresponding liabilities are recorded in the accrued expenses and other liabilities line items for the estimated expenses on these same in-process loads.

The Company had no contract liabilities associated with our operations as of December 31, 2024 and 2023.

Earnings Per Share – The Company computes basic earnings per share (“EPS”) by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

6 unchanged sentences

For additional information with respect to fair value measurements, see Note 18 – Fair Value of Financial Instruments.

Reportable Segments – The Company's operations are all in the motor carrier segment and are aggregated into a single reportable segment in accordance with the aggregation criteria under United States generally accepted accounting principles (“GAAP”).

Reportable Segments – The operations of the Company and its subsidiaries are all in the motor carrier segment and are aggregated into a single reporting segment in accordance with the aggregation criteria under Generally Accepted Accounting Principles (“GAAP”).

The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services.

The Company has carefully considered the segment reporting requirements under ASC 280 for the year-ended December 31, 2024.

Both our truckload operations and our brokerage/logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report.

Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280 - 10 - 50 - 11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company is aggregated into a single motor carrier segment.

The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies.

The accounting policies of the motor carrier segment are the same as those described in the summary of accounting policies found in this report.

For purposes of this report, net income reflects the profitability of our operations by calculating the total earnings after deducting operating expenses, interest expense, income taxes and any other applicable costs from total revenue.

The measure of net income is reported on the consolidated statement of operations as consolidated net (loss) income.

Operating ratio is the measure of our efficiency in managing operating expenses relative to revenue generation.

It is calculated as total operating expenses as a percentage of total operating revenue.

The Company provides truckload transportation services as well as brokerage and logistics services to customers throughout the United States and portions of Canada and Mexico.

13 unchanged sentences

In certain cases, valuation specialists may be engaged to assist in the determination of the fair value calculations.

During 2022, we engaged valuation specialists to assist us in fair value determination for our acquisition of substantially all of the assets of Metropolitan Trucking, Inc.

and related entities.

Recent Accounting Pronouncements – In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update, (“ASU”) No.

During 2023 and 2024, the company did not engage with any valuation specialists.

Recent Accounting Pronouncements – In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).

ASU 2023 - 07 expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach.

The company has considered the applicability of ASU 2023 - 07 and has adopted all applicable disclosures within this report to be in compliance with the ASU.

The Company will adopt all applicable disclosures for future interim and annual reports.

ASU 2023 - 07 had no material impact on the Company’s financial condition, results of operations, or cash flows.

In December 2023, the FASB issued Accounting Standards Update, (“ASU”) No.

2023 - 09, (“ASU 2023 - 09” ), Improvements to Income Tax Disclosures.

2 unchanged sentences

The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

In November 2024, the FASB issued Accounting Standards Update, (“ASU”) No.

2024 - 03, (“ASU 2024 - 03” ), Disaggregation of Income Statement Expenses.

ASU 2024 - 03 was issued to enhance the transparency of financial reporting by requiring public business entities to provide more detailed disclosures about certain operating expenses.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

The Company considered the applicability and impact of the above-referenced ASU’s and all other accounting standard updates issued by the Financial Accounting Standards Board to the Accounting Standards Codification ("ASC") and determined there are not any ASUs that have not already been adopted which require significant consideration for disclosure as of December 31, 2024.

REVENUE RECOGNITION

22 unchanged sentences

There are no assets or liabilities recorded in conjunction with revenue recognized, other than accounts receivable and current estimated credit losses.

The contract asset, or the amount of remaining performance obligation relating to loads in process at the end of each reporting period, is recorded and included in the accounts receivable line item of the balance sheet.

Corresponding liabilities are recorded in the accrued expenses and other liabilities line items for the estimated expenses on these same in-process loads.

The Company recognizes operating lease revenue from leasing tractors and related equipment to third parties, including independent contractors.

Operating lease revenue from rental operations is recognized in revenue as it is earned.

Upon lease termination, losses may be incurred in the recovery of leased equipment which are recognized as an expense in the period in which they are incurred.

TRADE ACCOUNTS RECEIVABLE

6 unchanged sentences

$ 78,521 $ 75,653

12,668 20,568

Current estimated credit losses

47 unchanged sentences

The market value of the Company’s equity securities are periodically used as collateral against any outstanding margin account borrowings.

At December 31, 2023, the Company had no outstanding borrowings under its margin account.

At December 31, 2022, the company had outstanding borrowings of $ 914,000 under its margin account, which was reflected in accrued expenses.

The interest rate on margin account borrowings were 4.92 % as of December 31, 2022, respectively.

At December 31, 2024 and December 31, 2023, the Company had no outstanding borrowings under its margin account.

ACCRUED EXPENSES AND OTHER LIABILITIES

11 unchanged sentences

$ 14,569 $ 16,799

The Company’s accounts payable of $ 62,652,000 includes $ 25,147,000 in payables for purchases of revenue equipment.

The Company’s accounts payable as of December 31, 2024 is $ 31,198,000 , which includes $ 214,000 in payables for purchases of revenue equipment.

The Company’s accounts payable as of December 31, 2023 was $ 62,652,000 , which included $ 25,147,000 in payables for purchases of revenue equipment.

CLAIMS LIABILITIES

2 unchanged sentences

Since September 1, 2020, the Company has been self-insured for certain layers of auto liability claims in excess of $ 2.0 million.

Between September 1, 2019 and August 31, 2020, the Company was self-insured for certain layers of auto liability claims in excess of $ 1.0 million.

Prior to September 1, 2019, the Company maintained auto liability insurance coverage for these layers.

The Company currently specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

The Company maintains workers’ compensation coverage in Arkansas, Florida, Ohio, Oklahoma, and Mississippi with a $ 0.5 million self-insured retention and a $ 0.5 million per occurrence excess policy.

The Company has elected to opt out of workers’ compensation coverage in Texas and is providing coverage through the P.A.M.

Texas Injury Plan.

The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

The Company has self-insurance status for workers’ compensation coverage in Arkansas, Florida, Ohio, Oklahoma, and Mississippi with a $ 0.5 million self-insured retention and a $ 0.5 million per occurrence excess policy.

The Company has chosen to opt out of workers’ compensation coverage in Texas and is providing coverage through the P.A.M.

Texas Injury Plan which covers claims in excess of $ 1.0 million up to $ 10 million.

The Company has accrued for estimated losses to pay such claims as well as claims incurred but not yet reported.

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Monthly payments of interest are required under this agreement.

Also, under the terms of the agreement the Company must maintain a debt to adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, excluding gains/losses on equity securities and extraordinary items) ratio of less than 4.00:1.

Also, under the terms of the agreement the Company is required to maintain a minimum level of financial stability by meeting various metrics as defined in the debt covenants.

The Company was in compliance with all provisions under this agreement throughout 2024.

At December 31, 2023, outstanding advances on the line were approximately $ 0.1 million, including letters of credit totaling $ 0.1 million, with availability to borrow $ 59.9 million.

At December 31, 2024, we had no outstanding borrowings against the line of credit and approximately $ 0.2 million of outstanding letters of credit, with availability to borrow $ 59.8 million.

At December 31, 2023, outstanding advances on the line were approximately $ 0.1 million, including letters of credit totaling $ 0.1 million.

Equipment financings consist of installment obligations for revenue equipment purchases, payable in various monthly installments with various maturity dates through March 2028, at a weighted average interest rate of 4.20 % as of December 31, 2023 and collateralized by revenue equipment.

Equipment financings consist of installment obligations for revenue equipment purchases, payable in various monthly installments with various maturity dates through November 2031, at a weighted average interest rate of 5.00 % as of December 31, 2024 and collateralized by revenue equipment.

Real estate financing consisting of an installment obligation for the purchase of real estate in Laredo, TX, payable in 120 installments at an interest rate of 3.02 % and maturing in August 2030, and an installment obligation for the financing of various company-owned terminals and office buildings payable in 120 installments at an interest rate of 3.62 % and maturing in March 2032.

These obligations are collateralized by the underlying real estate and any rental income generated by the underlying real estate.

The Company has provided a letter of credit to a third party totaling approximately $ 100,000 and $ 310,000 at December 31, 2023 and December 31, 2022, respectively.

The Company has provided letters of credit to third parties totaling approximately $ 200,000 and $ 100,000 at December 31, 2024 and December 31, 2023, respectively.

The letter is held by the third party to assist such party in collection of any amounts due by the Company should the Company default in its commitments to the party.

4 unchanged sentences

The Company's authorized capital stock consists of 100,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par value $.01 per share.

On October 31, 2024, the Company’s shareholders approved an increase in the authorized shares of common stock from 50,000,000 to 100,000,000 shares.

At December 31, 2024, there were 22,364,120 shares of our common stock issued and 21,782,534 shares outstanding.

12 unchanged sentences

The Company repurchased 1,050 shares and 169,093 shares of its common stock under this program during 2024 and 2023, respectively.

As of December 31, 2024, there remain 474,016 shares of common stock authorized under this plan.

On April 24, 2024, the Company commenced a tender offer to repurchase up to 550,000 shares of the Company’s outstanding common stock at a price of not greater than $ 18.00 nor less than $ 15.50 per share.

Following the expiration of the tender offer on May 22, 2024, the Company accepted 284,206 shares of its common stock for purchase at $ 18.00 per share, at an aggregate purchase price of approximately $ 5.1 million, excluding fees and expenses related to the offer.

The Company funded the purchase of the accepted shares tendered with available cash and accounted for the repurchase of these shares as treasury stock on the Company’s condensed consolidated balance sheet as of December 31, 2024.

The Company accounts for Treasury stock using the cost method, and as of December 31, 2024, 581,586 shares were held in the treasury at an aggregate cost of approximately $ 13,996,000 .

1 unchanged sentence

The Company's revenues for 2024, 2023 and 2022 were all generated from operations in the motor carrier segment and are aggregated into a single reporting segment in accordance with the aggregation criteria under GAAP.

The accounting policies of the motor carrier segment are the same as those described in the summary of accounting policies found in this report.

The table below presents revenue dollars and percentages by geographic area:

68 unchanged sentences

The Company maintains a stock incentive plan under which incentive and nonqualified stock options and other stock awards may be granted.

On March 13, 2014, the Company’s Board of Directors adopted, and on May 29, 2014 our shareholders approved, the 2014 Amended and Restated Stock Option and Incentive Plan (the “Plan”) which amended and restated the Company’s 2006 Stock Option Plan.

Under the Plan, 3,000,000 shares (as adjusted for the Company’s 2 -for- 1 forward split of its common stock paid in August 2021 and the Company’s 2 -for- 1 forward split of its common stock paid in March 2022) are reserved for the issuance of stock awards to directors, officers, key employees, and others.

On February 15, 2024, the Company’s Board of Directors adopted, and on October 31, 2024, our shareholders approved, the 2024 Equity Incentive Plan (the “2024 Plan”).

Under the 2024 Plan, 1,600,000 shares are reserved for the issuance of stock awards to employees, officers, directors, consultants and advisors of the Company.

The stock option exercise price and the restricted stock purchase price under the 2024 Plan shall not be less than 100 % 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.

The Company granted unrestricted shares of its common stock to its non-employee directors and granted restricted shares of common stock to certain key employees during all periods presented.

All share and per share amounts set forth below have been adjusted to reflect the impact of the 2 -for- 1 forward stock split in both August 2021 and March 2022.

As of December 31, 2024, the company did not grant any shares of its common stock under the 2024 Plan.

Prior to the 2024 Plan, the Company maintained a stock incentive plan (the “Plan”) under which incentive and nonqualified stock options and other stock awards could be granted.

On March 13, 2014, the Company’s Board of Directors adopted, and on May 29, 2014, our shareholders approved, the 2014 Amended and Restated Stock Option and Incentive Plan (the “Plan”) which amended and restated the Company’s 2006 Stock Option Plan.

Under the Plan, 3,000,000 shares (as adjusted for the Company’s 2 -for- 1 forward split of its common stock paid in August 2021 and the Company’s 2 -for- 1 forward split of its common stock paid in March 2022) were reserved for the issuance of stock awards to directors, officers, key employees, and others.

The stock option exercise price and the restricted stock purchase price under the 2014 Plan was not to 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 was determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or award was granted.

This Plan expired on March 13, 2024, and no further grants may be made under the Plan.

All outstanding unvested awards granted under the Plan, however, remain subject to the terms and conditions of the Plan.

During May 2024, the Company issued 2,130 shares of common stock to non-employee directors.

These shares had a grant date fair value of $ 17.60 per share, based on the closing price of the Company’s stock on the date of issuance.

These shares are not registered under the Securities Act of 1933 and are subject restrictions on transfer under the requirements of such act and the rules and regulations thereunder.

During February 2023, the Company granted 28,313 shares of common stock to certain key employees.

9 unchanged sentences

During 2024, 2023 and 2022, there were no grants of stock options and there were no outstanding stock options at December 31, 2024 or December 31, 2023.

At December 31, 2023, approximately 1,402,000 shares were available for granting future options or restricted stock.

At December 31, 2024, approximately 1,600,000 shares were available for granting future options or restricted stock under the recently approved 2024 Equity Incentive Plan.

The grant date fair value of stock and stock options vested during 2024, 2023 and 2022 was approximately $ 928,000 , $ 576,000 and $ 392,000 , respectively.

7 unchanged sentences

2027 $ 133,000

2027 $ 136,000

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits was approximately $ 715,000 during 2022 and includes approximately $ 55,000 recognized as a result of the grant of 1,855 shares of stock to four non-employee directors during the second quarter of 2022.

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits was approximately $ 553,000 during 2023 and includes approximately $ 55,000 recognized as a result of the grant of a total of 2,295 shares of stock to four non-employee directors during the second quarter of 2023.

The Company recognized a total income tax benefit of approximately $ 197,000 related to stock-based compensation expense during 2023.

The recognition of stock-based compensation expense decreased diluted earnings per common share by $ 0.02 and basic earnings per common share by approximately $ 0.02 during 2023.

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits was approximately $ 441,000 during 2021 and includes approximately $ 80,000 recognized as a result of the grant of 652 shares of stock to eight non-employee directors during the first quarter of 2021.

The Company recognized a total income tax benefit of approximately $ 170,000 related to stock-based compensation expense during 2022.

13 unchanged sentences

EARNINGS PER SHARE

Basic earnings per common share was computed by dividing net income by the weighted average number of shares outstanding (on a stock split adjusted basis) during the period.

Diluted earnings per common share was calculated as follows:

Basic (loss) earnings per common share was computed by dividing net (loss) income by the weighted average number of shares outstanding (on a stock split adjusted basis) during the period.

Diluted (loss) earnings per common share was calculated as follows:

For the Year Ended December 31,

(in thousands, except per share data)

Net (loss) income

$ ( 31,795 ) $ 18,416 $ 90,672

4 unchanged sentences

21,878 22,197 22,436

Basic earnings per share

Basic (loss) earnings per share

$ ( 1.45 ) $ 0.83 $ 4.08

Diluted earnings per share

Diluted (loss) earnings per share

$ ( 1.45 ) $ 0.83 $ 4.04

( 1 ) As adjusted for the Company’s 2 -for- 1 forward stock splits paid in August 2021 and March 2022, respectively.

As adjusted for the Company’s 2 -for- 1 forward stock splits paid in March 2022.

The Company sponsors a benefit plan for the benefit of all eligible employees.

10 unchanged sentences

Right-of-Use Leases

During 2019, the Company entered into operating leases which include initial terms of approximately five years and which do not include an option for early cancellation.

During 2023 and 2022, the Company did not enter into any new leases with similar provisions.

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 approximately $ 0.1 million as of December 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 consolidated balance sheet.

Lease expense is recorded on a straight-line basis over the lease term and is recorded in rent and purchased transportation in our consolidated statements of operations.

While the lease agreements 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 consolidated balance sheets as of December 31, 2023.

Scheduled amounts and timing of cash flows arising from operating lease payments at December 31, 2023, are:

(in thousands)

Maturity of Lease Liabilities

2028 and Thereafter

Total undiscounted operating lease payments

Imputed interest

Present value of operating lease liabilities

Balance Sheet Classification

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

Current lease liabilities (recorded in other current liabilities)

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

Total operating lease liabilities

Other Information

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

Weighted-average discount rate for operating leases

The Company was party to operating leases that included initial terms ranging from three to five years.

The initial terms of these leases have expired, and the leases are now subject to terms not exceeding one year.

In accordance with the provisions of ASC Topic 842, because all of our leased properties are currently subject to leases not exceeding one year, we do not recognize any right-of-use assets or corresponding operating lease liability as of December 31, 2024.

No new right-of-use assets were recognized as non-cash asset additions that resulted from new operating lease liabilities during the years ended December 31, 2024 and December 31, 2023, respectively.

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RELATED PARTY TRANSACTIONS

In the normal course of business, transactions for transportation and repair services, equipment, property leases and other services are conducted between the Company and companies affiliated with our Chairman and controlling stockholders.

The Company recognized approximately $ 13,319,000 , $, 321,000 and $ 1,363,000 in operating revenue and approximately $ 30,140,000 , $ 27,286,000 and $ 21,438,000 in operating expenses in 2024, 2023, and 2022, respectively from related party transactions.

The Company purchased auto liability and workers’ compensation insurance through an insurance company affiliated with our Chairman and controlling stockholders.

The Company purchased auto liability and workers’ compensation insurance through an insurance company affiliated with our Chairman and controlling shareholders.

Premiums for auto liability coverage during 2024, 2023, and 2022 were approximately $ 14,404,000 , $ 13,307,000 , and $ 11,437,000 , respectively.

3 unchanged sentences

Amounts payable to affiliates at December 31, 2024 and 2023 were approximately $ 1,196,000 and $ 1,101,000 respectively.

Acquisition of Assets from Metropolitan Trucking, Inc.

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, subject to working capital adjustments.

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 consolidated financial statements since the date of acquisition and represented 2.1 % of consolidated total assets as of December 31, 2023 and represented 9.7 % of revenues excluding fuel surcharge for the year ended December 31, 2023, respectively.

Acquisition related expenses of $ 0.4 million were included in the condensed consolidated statements of operations for the year ended December 31, 2022.

The assets and liabilities associated with the acquisition were recorded at their fair values as of the acquisition date and the amounts are as follows:

(in thousands)

Trade and other accounts receivable

Other current assets

Property and equipment

Accounts payable

Long-term debt

Total cash paid

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data