ý
|
Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934
|
o
|
Transition Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Delaware
|
71-0633135
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
(Address
of principal executive offices) (Zip
Code)
|
|
(479)
361-9111
|
|
Registrant's
telephone number, including area
code
|
Title of each class
|
Name of each exchange on which
registered
|
|
Common
Stock, $.01 par value
|
The
NASDAQ Stock Market, LLC
|
|
Securities
registered pursuant to section 12(g) of the Act:
None
|
Yes
o
|
No
þ
|
Yes
o
|
No
þ
|
Yes
þ
|
No
o
|
Large
accelerated filer
o
|
Accelerated
filer
þ
|
||
Non-accelerated
filer
o
|
Smaller
reporting company
o
|
Yes
o
|
No
þ
|
PART
I
|
Page
|
|
1
|
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8
|
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11
|
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11
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11
|
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11
|
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PART
II
|
||
12
|
||
14
|
||
15
|
||
26
|
||
28
|
||
55
|
||
55
|
||
56
|
||
PART
III
|
||
57
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||
57
|
||
57
|
||
58
|
||
58
|
||
PART
IV
|
||
58
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||
61
|
||
62
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|
·
|
maintain
more consistent equipment capacity;
|
|
·
|
provide
a high level of service to our customers, including time-sensitive
delivery schedules;
|
|
·
|
attract
and retain drivers; and
|
|
·
|
maintain
a sound safety record as drivers travel familiar
routes.
|
·
|
Price
increases by truck and trailer equipment manufacturers, rising fuel costs,
and intense competition for
drivers.
|
·
|
In
the last few years, many less profitable or undercapitalized carriers have
been forced to consolidate or to exit the
industry.
|
Name
|
Age
|
Position
|
Years
of service
|
|||
Robert
W. Weaver
|
58
|
President
and Chief Executive Officer
|
25
|
|||
W.
Clif Lawson
|
54
|
Executive
Vice President and Chief Operating Officer
|
23
|
|||
Larry
J. Goddard
|
49
|
Vice
President - Finance, Chief Financial Officer, Secretary and
Treasurer
|
20
|
·
|
we
compete with many other truckload carriers of varying sizes and, to a
lesser extent, with less-than-truckload carriers and railroads, some of
which have more equipment and greater capital resources than we
do;
|
·
|
some
of our competitors periodically reduce their freight rates to gain
business, especially during times of reduced growth rates in the economy,
which may limit our ability to maintain or increase freight rates,
maintain our margins or maintain significant growth in our
business;
|
·
|
many
customers reduce the number of carriers they use by selecting so-called
“core carriers” as approved service providers, and in some instances we
may not be selected;
|
·
|
many
customers periodically accept bids from multiple carriers for their
shipping needs, and this process may depress freight rates or result in
the loss of some of our business to
competitors;
|
·
|
the
trend toward consolidation in the trucking industry may create other large
carriers with greater financial resources and other competitive advantages
relating to their size and with whom we may have difficulty
competing;
|
·
|
advances
in technology require increased investments to remain competitive, and our
customers may not be willing to accept higher freight rates to cover the
cost of these investments;
|
·
|
competition
from Internet-based and other logistics and freight brokerage companies
may adversely affect our customer relationships and freight rates;
and
|
·
|
economies
of scale that may be passed on to smaller carriers by procurement
aggregation providers may improve their ability to compete with
us.
|
Location
|
Own/
Lease
|
Dispatch
Office
|
Maintenance
Facility
|
Safety
Training
|
Tontitown,
Arkansas
|
Own
|
Yes
|
Yes
|
Yes
|
North
Little Rock, Arkansas
|
Own
|
Yes
|
Yes
|
No
|
Jacksonville,
Florida
|
Lease
|
Yes
|
Yes
|
Yes
|
Breese,
Illinois
|
Lease
|
Yes
|
No
|
No
|
Effingham,
Illinois
|
Lease
|
No
|
Yes
|
No
|
Columbia,
Mississippi
|
Own
|
No
|
No
|
No
|
Parsippany,
New Jersey
|
Lease
|
No
|
No
|
No
|
Paulsboro,
New Jersey
|
Lease
|
Yes
|
No
|
No
|
North
Jackson, Ohio
|
Lease
|
Yes
|
Yes
|
Yes
|
Willard,
Ohio
|
Own
|
Yes
|
Yes
|
Yes
|
Oklahoma
City, Oklahoma
|
Lease
|
Yes
|
Yes
|
Yes
|
El
Paso, Texas
|
Lease
|
Yes
|
Yes
|
No
|
Irving,
Texas
|
Own
|
Yes
|
Yes
|
Yes
|
Laredo,
Texas
|
Lease
|
Yes
|
Yes
|
No
|
High
|
Low
|
|
First
Quarter
|
$25.19
|
$19.29
|
Second
Quarter
|
22.48
|
16.98
|
Third
Quarter
|
19.31
|
17.43
|
Fourth
Quarter
|
18.69
|
13.80
|
High
|
Low
|
|
First
Quarter
|
$25.18
|
$17.51
|
Second
Quarter
|
28.96
|
23.24
|
Third
Quarter
|
31.50
|
23.78
|
Fourth
Quarter
|
26.68
|
20.90
|
Period
|
Total
number of shares
purchased
|
Average
price paid
per share
|
Total
number of shares purchased as part of publicly announced
plans or programs
|
Maximum
number of shares that may yet be purchased under the
plans or programs
|
|
October
1-31, 2007
|
3,300
|
$16.47
|
3,300
|
547,900
|
|
November
1-30, 2007
|
308,100
|
15.07
|
308,100
|
239,800
|
|
December
1-31, 2007
|
111,300
|
15.46
|
111,300
|
128,500
|
|
Total
|
422,700
|
$15.18
|
422,700
|
128,500
|
Year
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(in
thousands, except earnings per share amounts)
|
||||||||||||||||||||
Statement
of Operations Data:
|
||||||||||||||||||||
Operating
revenues:
|
||||||||||||||||||||
Operating
revenues, before fuel surcharge
|
$ | 351,701 | $ | 351,373 | $ | 326,353 | $ | 309,475 | $ | 293,547 | ||||||||||
Fuel
surcharge (1)
|
57,140 | 48,896 | 34,527 | 15,591 | 7,491 | |||||||||||||||
Total
operating revenues
|
408,841 | 400,269 | 360,880 | 325,066 | 301,038 | |||||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Salaries,
wages and benefits
|
135,606 | 127,539 | 122,005 | 119,519 | 119,350 | |||||||||||||||
Fuel
expense (2)
|
114,242 | 97,286 | 81,017 | 55,645 | 42,883 | |||||||||||||||
Rent
and purchased transportation
|
38,718 | 43,844 | 39,074 | 38,938 | 35,287 | |||||||||||||||
Depreciation
and amortization
|
38,759 | 33,929 | 31,376 | 30,016 | 26,601 | |||||||||||||||
Operating
supplies (1)(2)
|
30,845 | 25,682 | 23,114 | 21,718 | 20,358 | |||||||||||||||
Operating
taxes and licenses
|
17,520 | 16,421 | 15,776 | 15,488 | 14,710 | |||||||||||||||
Insurance
and claims
|
17,591 | 16,389 | 15,992 | 15,820 | 13,500 | |||||||||||||||
Communications
and utilities
|
3,113 | 2,642 | 2,648 | 2,690 | 2,540 | |||||||||||||||
Other
|
7,130 | 5,426 | 6,205 | 5,131 | 4,755 | |||||||||||||||
(Gain)
loss on sale or disposal of property
|
(48 | ) | 47 | 147 | 915 | 368 | ||||||||||||||
Total
operating expenses
|
403,476 | 369,205 | 337,354 | 305,880 | 280,352 | |||||||||||||||
Operating
income
|
5,365 | 31,064 | 23,526 | 19,186 | 20,686 | |||||||||||||||
Non-operating
income
|
1,707 | 448 | 477 | 464 | 276 | |||||||||||||||
Interest
expense
|
(2,453 | ) | (1,475 | ) | (1,881 | ) | (1,758 | ) | (1,667 | ) | ||||||||||
Income
before income taxes
|
4,619 | 30,037 | 22,122 | 17,892 | 19,295 | |||||||||||||||
Income
taxes
|
1,966 | 12,073 | 8,983 | 7,304 | 7,805 | |||||||||||||||
Net
income
|
$ | 2,653 | $ | 17,964 | $ | 13,139 | $ | 10,588 | $ | 11,490 | ||||||||||
Earnings
per common share:
|
||||||||||||||||||||
Basic
|
$ | 0.26 | $ | 1.74 | $ | 1.20 | $ | 0.94 | $ | 1.02 | ||||||||||
Diluted
|
$ | 0.26 | $ | 1.74 | $ | 1.20 | $ | 0.94 | $ | 1.01 | ||||||||||
Average
common shares outstanding – Basic
|
10,238 | 10,296 | 10,966 | 11,298 | 11,291 | |||||||||||||||
Average
common shares outstanding – Diluted(3)
|
10,239 | 10,302 | 10,976 | 11,324 | 11,326 |
(1)
|
In
order to conform to industry practice, during 2004 the Company began to
classify fuel surcharges charged to customers as revenue rather than as a
reduction of operating supplies expense. This reclassification has no
effect on net operating income, net income or earnings per share. The
Company has made corresponding reclassifications to comparative periods
shown.
|
(2)
|
Because
of the increased impact of fuel costs on the Company’s results of
operations in recent years, during 2006 the Company began to separately
display as a line item “Fuel expense” for amounts paid for fuel which had
previously been aggregated with other operating supplies and included in
the line item “Operating supplies”. This reclassification has no effect on
net operating income, net income or earnings per share. The Company has
made corresponding reclassifications to comparative periods
shown.
|
(3)
|
Diluted
income per share for 2007, 2006, 2005, 2004 and 2003 assumes the exercise
of stock options to purchase an aggregate of 19,213, 55,738, 22,297,
62,224 and 77,758 shares of common stock,
respectively.
|
At
December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Balance
Sheet Data:
|
(in
thousands)
|
|||||||||||||||||||
Total
assets
|
$ | 319,904 | $ | 314,246 | $ | 293,441 | $ | 285,349 | $ | 264,849 | ||||||||||
Long-term
debt, excluding current portion
|
44,172 | 21,205 | 39,693 | 23,225 | 26,740 | |||||||||||||||
Stockholders'
equity
|
179,377 | 185,028 | 164,762 | 168,543 | 156,875 | |||||||||||||||
Year
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Operating
Data:
|
||||||||||||||||||||
Operating
ratio (1)
|
98.5 | % | 91.2 | % | 92.8 | % | 93.8 | % | 92.9 | % | ||||||||||
Average
number of truckloads per week
|
7,849 | 7,200 | 6,946 | 7,278 | 7,105 | |||||||||||||||
Average
miles per trip
|
647 | 659 | 680 | 664 | 701 | |||||||||||||||
Total
miles traveled (in thousands)
|
246,801 | 229,810 | 228,624 | 235,894 | 242,890 | |||||||||||||||
Average
miles per truck
|
118,483 | 123,156 | 125,479 | 127,124 | 131,934 | |||||||||||||||
Average
revenue, before fuel surcharge per truck per day
|
$ | 695 | $ | 778 | $ | 740 | $ | 684 | $ | 653 | ||||||||||
Average
revenue, before fuel surcharge per loaded mile
|
$ | 1.38 | $ | 1.43 | $ | 1.33 | $ | 1.19 | $ | 1.13 | ||||||||||
Empty
mile factor
|
6.5 | % | 5.9 | % | 5.5 | % | 4.7 | % | 4.5 | % | ||||||||||
At
end of period:
|
||||||||||||||||||||
Total
company-owned/leased trucks
|
2,055 | (2) | 1,998 | (3) | 1,792 | (4) | 1,857 | (5) | 1,913 | (6) | ||||||||||
Average
age of trucks (in years)
|
1.75 | 1.55 | 1.43 | 1.70 | 1.94 | |||||||||||||||
Total
trailers
|
4,882 | 4,540 | 4,406 | 4,257 | 4,175 | |||||||||||||||
Average
age of trailers (in years)
|
4.44 | 4.16 | 3.92 | 4.69 | 5.15 | |||||||||||||||
Number
of employees
|
3,181 | 3,062 | 3,035 | 2,736 | 2,765 |
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Operating
revenues, before fuel surcharge
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Operating
expenses:
|
||||||||||||
Salaries,
wages and
benefits
|
42.0 | 40.6 | 41.8 | |||||||||
Fuel
expense, net of fuel
surcharge
|
18.2 | 16.0 | 16.6 | |||||||||
Rent
and purchased
transportation
|
2.5 | 1.7 | 1.2 | |||||||||
Depreciation
and
amortization
|
12.2 | 11.0 | 10.9 | |||||||||
Operating
supplies
|
9.7 | 8.3 | 8.0 | |||||||||
Operating
taxes and
licenses
|
5.5 | 5.3 | 5.5 | |||||||||
Insurance
and
claims
|
5.5 | 5.3 | 5.5 | |||||||||
Communications
and
utilities
|
0.9 | 0.8 | 0.9 | |||||||||
Other
|
2.0 | 1.6 | 1.8 | |||||||||
Loss
on sale or disposal of
property
|
0.0 | 0.0 | 0.1 | |||||||||
Total
operating
expenses
|
98.5 | 90.6 | 92.3 | |||||||||
Operating
income
|
1.5 | 9.4 | 7.7 | |||||||||
Non-operating
income
|
0.5 | 0.1 | 0.1 | |||||||||
Interest
expense
|
(0.7 | ) | (0.4 | ) | (0.5 | ) | ||||||
Income
before income
taxes
|
1.3 | % | 9.1 | % | 7.3 | % |
Years
Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Operating
revenues, before fuel surcharge
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Operating
expenses:
|
||||||||||||
Salaries,
wages and
benefits
|
6.3 | 5.0 | 5.1 | |||||||||
Fuel
expense
|
0.0 | 0.0 | 0.0 | |||||||||
Rent
and purchased transportation, net of fuel surcharge
|
88.9 | 88.3 | 88.0 | |||||||||
Depreciation
and
amortization
|
0.0 | 0.0 | 0.2 | |||||||||
Operating
supplies
|
0.0 | 0.0 | 0.0 | |||||||||
Operating
taxes and
licenses
|
0.0 | 0.0 | 0.0 | |||||||||
Insurance
and
claims
|
0.1 | 0.0 | 0.1 | |||||||||
Communications
and
utilities
|
0.3 | 0.3 | 0.4 | |||||||||
Other
|
2.1 | 1.4 | 2.5 | |||||||||
Loss
on sale or disposal of
property
|
0.0 | 0.0 | 0.0 | |||||||||
Total
operating
expenses
|
97.7 | 95.0 | 96.3 | |||||||||
Operating
income
|
2.3 | 5.0 | 3.7 | |||||||||
Non-operating
income
|
0.0 | 0.0 | 0.0 | |||||||||
Interest
expense
|
(0.4 | ) | (0.4 | ) | (0.6 | ) | ||||||
Income
before income
taxes
|
1.9 | % | 4.6 | % | 3.1 | % |
Quarter
Ended
|
||||||||||||||||||||||||||||||||
Mar.
31,
2007
|
June
30,
2007
|
Sept.
30,
2007
|
Dec.
31,
2007
|
Mar.
31,
2006
|
June
30,
2006
|
Sept.
30,
2006
|
Dec.
31,
2006
|
|||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||||||
(in
thousands, except earnings per share data)
|
||||||||||||||||||||||||||||||||
Operating
revenues
|
$ | 98,809 | $ | 106,700 | $ | 101,171 | $ | 102,162 | $ | 100,525 | $ | 103,365 | $ | 99,874 | $ | 96,505 | ||||||||||||||||
Total
operating expenses
|
96,475 | 102,528 | 100,688 | 103,785 | 91,473 | 94,375 | 94,202 | 89,154 | ||||||||||||||||||||||||
Operating
income (loss)
|
2,334 | 4,172 | 483 | (1,623 | ) | 9,052 | 8,990 | 5,672 | 7,351 | |||||||||||||||||||||||
Net
income (loss)
|
1,265 | 2,192 | 36 | (840 | ) | 5,183 | 5,241 | 3,268 | 4,272 | |||||||||||||||||||||||
Earnings
(loss) per common share:
|
||||||||||||||||||||||||||||||||
Basic
|
$ | 0.12 | $ | 0.21 | $ | 0.00 | $ | (0.08 | ) | $ | 0.50 | $ | 0.51 | $ | 0.32 | $ | 0.41 | |||||||||||||||
Diluted
|
$ | 0.12 | $ | 0.21 | $ | 0.00 | $ | (0.08 | ) | $ | 0.50 | $ | 0.51 | $ | 0.32 | $ | 0.41 |
Payments due by period
(in
thousands)
|
||||||||||||||||||||
Total
|
Less
than
1 year
|
1
to 3
Years
|
4
to 5
Years
|
More
than
5 Years
|
||||||||||||||||
Long-term
debt
|
$ | 46,237 | $ | 2,065 | $ | 44,172 | $ | - | $ | - | ||||||||||
Operating
leases
(1)
|
1,741 | 520 | 762 | 379 | 80 | |||||||||||||||
Total
|
$ | 47,978 | $ | 2,585 | $ | 44,934 | $ | 379 | $ | 80 | ||||||||||
CONSOLIDATED
BALANCE SHEETS
DECEMBER
31, 2007 AND 2006
(in
thousands, except share and per share data)
|
||||||||
ASSETS
|
2007
|
2006
|
||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 407 | $ | 1,040 | ||||
Accounts
receivable—net:
|
||||||||
Trade
|
58,397 | 61,469 | ||||||
Other
|
5,349 | 1,361 | ||||||
Inventories
|
905 | 819 | ||||||
Prepaid
expenses and deposits
|
14,978 | 14,928 | ||||||
Marketable
equity securities
|
17,269 | 14,437 | ||||||
Income
taxes refundable
|
2,199 | 498 | ||||||
Total
current assets
|
99,504 | 94,552 | ||||||
PROPERTY
AND EQUIPMENT:
|
||||||||
Land
|
2,674 | 2,674 | ||||||
Structures
and improvements
|
9,795 | 9,383 | ||||||
Revenue
equipment
|
292,133 | 286,933 | ||||||
Office
furniture and equipment
|
7,482 | 6,890 | ||||||
Total
property and equipment
|
312,084 | 305,880 | ||||||
Accumulated
depreciation
|
(107,841 | ) | (102,566 | ) | ||||
Net
property and equipment
|
204,243 | 203,314 | ||||||
OTHER
ASSETS:
|
||||||||
Goodwill
|
15,413 | 15,413 | ||||||
Non-compete
agreements, net
|
17 | 217 | ||||||
Other
|
727 | 750 | ||||||
Total
other assets
|
16,157 | 16,380 | ||||||
TOTAL
ASSETS
|
$ | 319,904 | $ | 314,246 | ||||
(Continued)
|
1.
|
ACCOUNTING
POLICIES
|
Asset
Class
|
Estimated
Asset Life
|
|
Service
vehicles
|
3-5
years
|
|
Office
furniture and equipment
|
3-7
years
|
|
Revenue
equipment
|
3-10
years
|
|
Structure
and improvements
|
5-30
years
|
2.
|
TRADE
ACCOUNTS RECEIVABLE
|
2007
|
2006
|
|||||||
(in
thousands)
|
||||||||
Billed
|
$ | 53,439 | $ | 55,132 | ||||
Unbilled
|
6,849 | 7,794 | ||||||
Allowance
for doubtful accounts
|
(1,891 | ) | (1,457 | ) | ||||
Total
accounts receivable—net
|
$ | 58,397 | $ | 61,469 |
2007
|
2006
|
2005
|
||||||||||
(in
thousands)
|
||||||||||||
Balance—beginning
of year
|
$ | 1,457 | $ | 2,030 | $ | 768 | ||||||
Provision
for bad debts
|
607 | 354 | 1,490 | |||||||||
Charge-offs
|
(361 | ) | (960 | ) | (228 | ) | ||||||
Recoveries
|
188 | 33 | - | |||||||||
Balance—end
of year
|
$ | 1,891 | $ | 1,457 | $ | 2,030 |
3.
|
MARKETABLE
EQUITY SECURITIES
|
2007
|
2006
|
|||||||||||||||
(in
thousands)
|
||||||||||||||||
Unrealized
|
Unrealized
|
|||||||||||||||
Fair
Value
|
Losses
|
Fair
Value
|
Losses
|
|||||||||||||
Equity
securities – Available for sale
|
$ | 5,308 | $ | 1,541 | $ | 417 | $ | 12 | ||||||||
Equity
securities – Trading
|
409 | 31 | - | - | ||||||||||||
Totals
|
$ | 5,717 | $ | 1,572 | $ | 417 | $ | 12 |
4.
|
INTANGIBLE
ASSETS
|
2007
|
2006
|
2005
|
||||||||||
(in
thousands)
|
||||||||||||
Goodwill,
beginning of year
|
$ | 15,413 | $ | 15,413 | $ | 15,413 | ||||||
Goodwill
acquired
|
- | - | - | |||||||||
Goodwill
impairment
|
- | - | - | |||||||||
Goodwill—end
of year
|
$ | 15,413 | $ | 15,413 | $ | 15,413 |
2007
|
2006
|
|||||||
(in
thousands)
|
||||||||
Non-compete
agreements, original cost
|
$ | 1,000 | $ | 1,000 | ||||
Accumulated
amortization
|
(983 | ) | (783 | ) | ||||
Non-compete
agreements—net
|
$ | 17 | $ | 217 |
5.
|
ACCRUED
EXPENSES AND OTHER LIABILITIES
|
2007
|
2006
|
|||||||
(in
thousands)
|
||||||||
Payroll
|
$ | 1,818 | $ | 1,779 | ||||
Accrued
vacation
|
1,966 | 1,827 | ||||||
Taxes—other
than income
|
2,598 | 2,591 | ||||||
Interest
|
123 | 80 | ||||||
Driver
escrows
|
1,023 | 939 | ||||||
Self-insurance
claims reserves
|
2,795 | 2,778 | ||||||
Total
accrued expenses and other liabilities
|
$ | 10,323 | $ | 9,994 |
6.
|
CLAIMS
LIABILITIES
|
7.
|
LONG-TERM
DEBT
|
2007
|
2006
|
|||||||
(in
thousands)
|
||||||||
Line
of credit with a bank—due May 31, 2009, and
|
||||||||
collateralized
by accounts receivable (1)
|
$ | 28,192 | $ | 14,437 | ||||
Line
of credit with a bank—due June 30, 2008, and
|
||||||||
collateralized
by revenue equipment (2)
|
15,000 | 5,000 | ||||||
Note
payable (3)
|
1,767 | 2,510 | ||||||
Other
(4)
|
1,124 | 1,173 | ||||||
Other
(5)
|
154 | - | ||||||
Total
long-term debt
|
$ | 46,237 | $ | 23,120 | ||||
Less
current maturities
|
(2,065 | ) | (1,915 | ) | ||||
Long-term
debt—net of current maturities
|
$ | 44,172 | $ | 21,205 |
(1)
|
Line
of credit agreement with a bank provides for maximum borrowings of $30.0
million and contains certain restrictive covenants that must be maintained
by the Company on a consolidated basis. Borrowings on the line of credit
are at an interest rate of LIBOR as of the first day of the month plus
1.25% (6.48% at December 31, 2007). Monthly payments of interest are
required under this agreement. Also, under the terms of the agreement the
Company must have (a) a debt to equity ratio of no more than 2:1, and (b)
maintain a tangible net worth of at least $125 million. The Company was in
compliance with all provisions of the agreement at December 31,
2007.
|
(2)
|
Line
of credit agreement with a bank provides for maximum borrowings of $30.0
million and contains certain restrictive covenants that must be maintained
by the Company on a consolidated basis. Borrowings on the line of credit
are at an interest rate of LIBOR as of the last day of the previous month
plus 1.15% (6.39% at December 31, 2007). Monthly payments of interest are
required under this agreement. Also, under the terms of the agreement the
Company must have (a) positive net income, (b) a funded debt to EBITDA
ratio of less than 3:1, (c) a leverage ratio of less than 3:1, and (d)
maintain a tangible net worth of at least $42 million increased by (1) 50%
of cumulative quarterly net income and (2) proceeds of any public stock
offering. The Company was in compliance with all provisions of the
agreement at December 31, 2007. The Company has the intent and ability to
extend the terms of this agreement for an additional one year period until
June 30, 2009 and accordingly has classified the debt as
long-term.
|
(3)
|
6.0%
note to the former owner of an acquired entity with an original face
amount of $4,974,612, payable in monthly installments of $72,672 through
March 2010.
|
(4)
|
5.75%
note to insurance premium finance company at December 31, 2007 with an
original face amount of $1,912,934, payable in monthly installments of
$163,636 through August 2008.
|
(5)
|
5.23%
note to insurance premium finance company at December 31, 2007 with an
original face amount of $154,023, payable in monthly installments of
$19,547 through August 2008.
|
8.
|
CAPITAL
STOCK
|
9.
|
COMPREHENSIVE
INCOME
|
2007
|
2006
|
2005
|
||||||||||
(in
thousands)
|
||||||||||||
Net
income
|
$ | 2,653 | $ | 17,964 | $ | 13,139 | ||||||
Other
comprehensive income (loss):
|
||||||||||||
Reclassification
adjustment for realized gains
|
||||||||||||
on
marketable securities, included in
|
||||||||||||
net
income, net of income taxes
|
(359 | ) | - | - | ||||||||
Reclassification
adjustment for losses on
|
||||||||||||
derivative
instruments included in net income
|
||||||||||||
accounted
for as hedges, net of income taxes
|
- | 18 | 227 | |||||||||
Reclassification
adjustment for unrealized
|
||||||||||||
losses
on marketable securities, included in
|
||||||||||||
net
income, net of income taxes
|
55 | 53 | 91 | |||||||||
Change
in fair value of interest rate
|
||||||||||||
swap
agreements, net of income taxes
|
- | 1 | 55 | |||||||||
Change
in fair value of marketable
|
||||||||||||
securities,
net of income taxes
|
(917 | ) | 1,349 | 197 | ||||||||
Total
comprehensive income
|
$ | 1,432 | $ | 19,385 | $ | 13,709 |
10.
|
SIGNIFICANT
CUSTOMERS AND INDUSTRY
CONCENTRATION
|
11.
|
FEDERAL
AND STATE INCOME TAXES
|
2007
|
2006
|
|||||||||||||||
(in
thousands)
|
||||||||||||||||
Current
|
Long-Term
|
Current
|
Long-Term
|
|||||||||||||
Deferred
tax liabilities:
|
||||||||||||||||
Property
and equipment
|
$ | - | $ | 52,062 | $ | - | $ | 49,731 | ||||||||
Unrealized
gains on securities
|
1,423 | - | 2,113 | - | ||||||||||||
Prepaid
expenses and other
|
5,650 | 3,428 | 5,665 | 2,920 | ||||||||||||
Total
deferred tax liabilities
|
7,073 | 55,490 | 7,778 | 52,651 | ||||||||||||
Deferred
tax assets:
|
||||||||||||||||
Allowance
for doubtful accounts
|
718 | - | 553 | - | ||||||||||||
Alternative
minimum tax credit
|
- | 481 | - | - | ||||||||||||
Compensated
absences
|
630 | - | 564 | - | ||||||||||||
Self-insurance
allowances
|
492 | - | 664 | - | ||||||||||||
Share-based
compensation
|
- | 289 | - | 242 | ||||||||||||
Bonus
compensation
|
- | - | 235 | - | ||||||||||||
Net
operating loss carryover
|
- | 722 | - | - | ||||||||||||
Non-competition
agreement
|
- | 494 | - | 507 | ||||||||||||
Other
|
116 | - | 104 | - | ||||||||||||
Total
deferred tax assets
|
1,956 | 1,986 | 2,120 | 749 | ||||||||||||
Net
deferred tax liability
|
$ | 5,117 | $ | 53,504 | $ | 5,658 | $ | 51,902 |
2007
|
2006
|
2005
|
||||||||||||||||||||||
(in
thousands)
|
||||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
Income
tax at the
|
||||||||||||||||||||||||
statutory
federal rate
|
$ | 1,571 | 34.0 | $ | 10,513 | 35.0 | $ | 7,743 | 35.0 | |||||||||||||||
Nondeductible
expense
|
381 | 8.3 | 378 | 1.3 | 450 | 2.0 | ||||||||||||||||||
State
income taxes—net
|
||||||||||||||||||||||||
of
federal benefit
|
14 | 0.3 | 1,182 | 3.9 | 790 | 3.6 | ||||||||||||||||||
Total
income taxes
|
$ | 1,966 | 42.6 | $ | 12,073 | 40.2 | $ | 8,983 | 40.6 |
2007
|
2006
|
2005
|
||||||||||
(in
thousands)
|
||||||||||||
Current:
|
||||||||||||
Federal
|
$ | 305 | $ | 8,397 | $ | 6,422 | ||||||
State
|
(88 | ) | 1,371 | 1,150 | ||||||||
217 | 9,768 | 7,572 | ||||||||||
Deferred:
|
||||||||||||
Federal
|
1,295 | 1,768 | 876 | |||||||||
State
|
454 | 537 | 535 | |||||||||
1,749 | 2,305 | 1,411 | ||||||||||
Total
income tax expense
|
$ | 1,966 | $ | 12,073 | $ | 8,983 |
12.
|
SHARE-BASED
COMPENSATION
|
Shares
Under
Option
|
Weighted-
Average
Exercise
Price
|
|||||||
Outstanding—January
1, 2005:
|
313,500 | $ | 20.70 | |||||
Granted
|
14,000 | 18.27 | ||||||
Exercised
|
(41,000 | ) | 9.21 | |||||
Outstanding—December
31, 2005:
|
286,500 | $ | 22.22 | |||||
Granted
|
16,000 | 26.73 | ||||||
Exercised
|
(18,000 | ) | 16.67 | |||||
Outstanding—December
31, 2006:
|
284,500 | $ | 22.83 | |||||
Granted
|
16,000 | 22.92 | ||||||
Exercised
|
(6,000 | ) | 19.95 | |||||
Canceled
|
(46,000 | ) | 23.34 | |||||
Outstanding—December
31, 2007:
|
248,500 | $ | 22.81 | |||||
Options
exercisable—December 31, 2007:
|
248,500 | $ | 22.81 |
2005
|
||||
(in
thousands, except per share data)
|
||||
Net
income—as reported
|
$ | 13,139 | ||
Deduct
total stock-based employee compensation expense
|
||||
determined
under fair value based method for
|
||||
all
awards—net of related tax effects
|
(296 | ) | ||
Pro
forma net income
|
$ | 12,843 | ||
Earnings
per share:
|
||||
Basic—as
reported
|
$ | 1.20 | ||
Basic—pro
forma
|
$ | 1.17 | ||
Diluted—as
reported
|
$ | 1.20 | ||
Diluted—pro
forma
|
$ | 1.17 |
Number
of Options
|
Weighted-
Average Grant Date Fair Value
|
|||||||
Nonvested
at January 1, 2007
|
82,500 | $ | 9.43 | |||||
Granted
|
16,000 | 6.32 | ||||||
Vested
|
(58,500 | ) | 8.57 | |||||
Canceled/forfeited/expired
|
(40,000 | ) | 9.45 | |||||
Nonvested
at December 31, 2007
|
- | $ | - | |||||
Exercise
Price
|
Shares
Under Outstanding Options
|
Weighted-Average
Remaining Contractual Term
|
Shares
Under Exercisable Options
|
|||
(in
years)
|
||||||
$16.99
|
8,000
|
1.2
|
8,000
|
|||
$18.27
|
10,000
|
2.2
|
10,000
|
|||
$19.88
|
12,500
|
0.7
|
12,500
|
|||
$22.68
|
10,000
|
0.2
|
10,000
|
|||
$22.92
|
14,000
|
4.2
|
14,000
|
|||
$23.22
|
180,000
|
4.7
|
180,000
|
|||
$26.73
|
14,000
|
3.5
|
14,000
|
|||
248,500
|
4.0
|
248,500
|
13.
|
EARNINGS
PER SHARE
|
For
the Year Ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(in
thousands, except per share data)
|
||||||||||||
Net
income
|
$ | 2,653 | $ | 17,964 | $ | 13,139 | ||||||
Basic
weighted average common shares outstanding
|
10,238 | 10,296 | 10,966 | |||||||||
Dilutive
effect of common stock equivalents
|
1 | 6 | 10 | |||||||||
Diluted
weighted average common shares outstanding
|
10,239 | 10,302 | 10,976 | |||||||||
Basic
earnings per share
|
$ | 0.26 | $ | 1.74 | $ | 1.20 | ||||||
Diluted
earnings per share
|
$ | 0.26 | $ | 1.74 | $ | 1.20 |
14.
|
BENEFIT
PLAN
|
15.
|
COMMITMENTS
AND CONTINGENCIES
|
2008
|
$ | 519,817 | ||
2009
|
394,818 | |||
2010
|
367,000 | |||
2011
|
187,000 | |||
2012
and thereafter
|
272,000 | |||
Total
|
$ | 1,740,635 |
16.
|
FAIR
VALUE OF FINANCIAL INSTRUMENTS
|
17.
|
DERIVATIVES
AND HEDGING ACTIVITIES
|
18.
|
RELATED
PARTY TRANSACTIONS
|
19.
|
QUARTERLY
RESULTS OF OPERATIONS (UNAUDITED)
|
2007
|
||||||||||||||||
Three
Months Ended
|
||||||||||||||||
March
31
|
June
30
|
September
30
|
December
31
|
|||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
Operating
revenues
|
$ | 98,809 | $ | 106,700 | $ | 101,171 | $ | 102,162 | ||||||||
Operating
expenses
|
96,475 | 102,528 | 100,688 | 103,785 | ||||||||||||
Operating
income
|
2,334 | 4,172 | 483 | (1,623 | ) | |||||||||||
Non-operating
income
|
241 | 167 | 199 | 1,099 | ||||||||||||
Interest
expense
|
487 | 676 | 620 | 670 | ||||||||||||
Income
taxes
|
823 | 1,471 | 26 | (354 | ) | |||||||||||
Net
income
|
$ | 1,265 | $ | 2,192 | $ | 36 | $ | (840 | ) | |||||||
Net
income per common share:
|
||||||||||||||||
Basic
|
$ | 0.12 | $ | 0.21 | $ | 0.00 | $ | (0.08 | ) | |||||||
Diluted
|
$ | 0.12 | $ | 0.21 | $ | 0.00 | $ | (0.08 | ) | |||||||
Average
common shares outstanding:
|
||||||||||||||||
Basic
|
10,305 | 10,306 | 10,265 | 10,077 | ||||||||||||
Diluted
|
10,308 | 10,307 | 10,266 | 10,077 |
2006
|
||||||||||||||||
Three
Months Ended
|
||||||||||||||||
March
31
|
June
30
|
September
30
|
December
31
|
|||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
Operating
revenues
|
$ | 100,525 | $ | 103,365 | $ | 99,874 | $ | 96,505 | ||||||||
Operating
expenses
|
91,473 | 94,375 | 94,202 | 89,154 | ||||||||||||
Operating
income
|
9,052 | 8,990 | 5,672 | 7,351 | ||||||||||||
Non-operating
income
|
57 | 116 | 140 | 135 | ||||||||||||
Interest
expense
|
465 | 353 | 300 | 357 | ||||||||||||
Income
taxes
|
3,461 | 3,512 | 2,244 | 2,857 | ||||||||||||
Net
income
|
$ | 5,183 | $ | 5,241 | $ | 3,268 | $ | 4,272 | ||||||||
Net
income per common share:
|
||||||||||||||||
Basic
|
$ | 0.50 | $ | 0.51 | $ | 0.32 | $ | 0.41 | ||||||||
Diluted
|
$ | 0.50 | $ | 0.51 | $ | 0.32 | $ | 0.41 | ||||||||
Average
common shares outstanding:
|
||||||||||||||||
Basic
|
10,288 | 10,293 | 10,301 | 10,303 | ||||||||||||
Diluted
|
10,288 | 10,301 | 10,309 | 10,308 | ||||||||||||
|
None.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans
|
|||||||||
Equity
Compensation Plans approved by Security Holders
|
248,500 | $ | 22.81 | 718,000 | ||||||||
Equity
Compensation Plans not approved by Security Holders
|
-0- | -0- | -0- | |||||||||
Total
|
248,500 | $ | 22.81 | 718,000 |
(a)
|
Financial
Statements and Schedules.
|
(1)
|
Financial
Statements: See Part II, Item 8
hereof.
|
(2)
|
Financial
Statement Schedules.
|
(3)
|
Exhibits.
|
Exhibit #
|
Description of Exhibit
|
|
*3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant (Exh. 3.1,
3/31/02 10-Q)
|
|
*3.2
|
Amended
and Restated By-Laws of the Registrant (Exh. 3.2, 12/11/07
8-K)
|
|
*4.1
|
Specimen
Stock Certificate (Exh. 4.1, 1986 S-1)
|
|
*4.2
|
Loan
Agreement dated July 26, 1994 among First Tennessee Bank National
Association, Registrant and P.A.M. Transport, Inc. together with
Promissory Note (Exh. 4.1, 6/30/94 10-Q)
|
|
*4.2.1
|
Security
Agreement dated July 26, 1994 between First Tennessee Bank National
Association and P.A.M. Transport, Inc. (Exh. 4.2, 6/30/94
10-Q)
|
|
*4.3
|
First
Amendment to Loan Agreement dated June 27, 1995 by and among P.A.M.
Transport, Inc., First Tennessee Bank National Association and P.A.M.
Transportation Services, Inc., together with Promissory Note in the
principal amount of $2,500,000 (Exh. 4.1.1, 6/30/95
10-Q)
|
|
*4.3.1
|
First
Amendment to Security Agreement dated June 28, 1995 by and between P.A.M.
Transport, Inc. and First Tennessee Bank National Association (Exh. 4.2.2,
6/30/95 10-Q)
|
|
*4.3.2
|
Security
Agreement dated June 27, 1995 by and between Choctaw Express, Inc. and
First Tennessee Bank National Association (Exh. 4.1.3, 6/30/95
10-Q)
|
|
*4.3.3
|
Guaranty
Agreement of P.A.M. Transportation Services, Inc. dated June 27, 1995 in
favor of First Tennessee Bank National Association respecting $10,000,000
line of credit (Exh. 4.1.4, 6/30/95 10-Q)
|
|
*4.4
|
Second
Amendment to Loan Agreement dated July 3, 1996 by P.A.M. Transport, Inc.,
First Tennessee Bank National Association and P.A.M. Transportation
Services, Inc., together with Promissory Note in the principal amount of
$5,000,000 (Exh. 4.1.1, 9/30/96 10-Q)
|
|
*4.4.1
|
Second
Amendment to Security Agreement dated July 3, 1996 by and between P.A.M.
Transport, Inc. and First Tennessee National Bank Association (Exh. 4.1.2,
9/30/96 10-Q)
|
|
*4.4.2
|
First
Amendment to Security Agreement dated July 3, 1996 by and between Choctaw
Express, Inc. and First Tennessee Bank National Association (Exh. 4.1.3,
9/30/96 10-Q)
|
|
*4.4.3
|
Security
Agreement dated July 3, 1996 by and between Allen Freight Services, Inc.
and First Tennessee Bank National Association (Exh. 4.1.4, 9/30/96
10-Q)
|
|
*4.5.1
|
Loan
Agreement dated as of November 22, 2000 by and between P.A.M. Transport,
Inc. and SunTrust Bank (Exh. 4.5.1, 2001 10-K)
|
|
*4.5.2
|
Revolving
Credit Note dated November 22, 2000 (Exh. 4.5.2, 2001
10-K)
|
|
*4.5.3
|
Security
Agreement by and between P.A.M. Transport, Inc. and SunTrust Bank (Exh.
4.5.3, 2001 10-K)
|
|
*4.5.4
|
First
Amendment to Loan Agreement, Revolving Credit Note and Security Deposit
(Exh. 4.5.4, 2001 10-K)
|
|
*10.1
|
(1)
|
Employment
Agreement between the Registrant and Robert W. Weaver, dated July 10, 2006
(Exh. 10.1, 7/28/2006 8-K)
|
*10.2
|
(1)
|
Employment
Agreement between the Registrant and W. Clif Lawson, dated June 1, 2006
(Exh. 10.2, 7/28/2006 8-K)
|
*10.3
|
(1)
|
Employment
Agreement between the Registrant and Larry J. Goddard, dated June 1, 2006
(Exh. 10.3, 7/28/2006 8-K)
|
*10.4
|
(1)
|
1995
Stock Option Plan, as Amended and Restated (Exh. 4.1, 6/11/99
S-8)
|
*10.4.1
|
(1)
|
Amendment
to 1995 Stock Option Plan (Exh. 10.1, 3/07/2005 8-K)
|
P.A.M.
TRANSPORTATION SERVICES, INC.
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Robert W. Weaver
|
|
ROBERT
W. WEAVER
|
|||
President
and Chief Executive Officer
|
|||
(principal
executive officer)
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Larry J. Goddard
|
|
LARRY
J. GODDARD
|
|||
Vice
President-Finance, Chief Financial Officer,
|
|||
Secretary
and Treasurer
|
|||
(principal
financial and accounting officer)
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Frederick P. Calderone
|
|
FREDERICK
P. CALDERONE, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Frank L. Conner
|
|
FRANK
L. CONNER, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
W. Scott Davis
|
|
W.
SCOTT DAVIS, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Christopher L. Ellis
|
|
CHRISTOPHER
L. ELLIS, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Manuel J. Moroun
|
|
MANUEL
J. MOROUN, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Matthew T. Moroun
|
|
MATTHEW
T. MOROUN, Director and Chairman of the Board
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Daniel C. Sullivan
|
|
DANIEL
C. SULLIVAN, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Robert W. Weaver
|
|
ROBERT
W. WEAVER,
|
|||
President
and Chief Executive Officer, Director
|
|||
Dated:
March 13, 2008
|
By:
|
/s/
Charles F. Wilkins
|
|
CHARLES
F. WILKINS, Director
|
Exhibit #
|
Description of Exhibit
|
|
*3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant (Exh. 3.1,
3/31/02 10-Q)
|
|
*3.2
|
Amended
and Restated By-Laws of the Registrant (Exh. 3.2, 12/11/07
8-K)
|
|
*4.1
|
Specimen
Stock Certificate (Exh. 4.1, 1986 S-1)
|
|
*4.2
|
Loan
Agreement dated July 26, 1994 among First Tennessee Bank National
Association, Registrant and P.A.M. Transport, Inc. together with
Promissory Note (Exh. 4.1, 6/30/94 10-Q)
|
|
*4.2.1
|
Security
Agreement dated July 26, 1994 between First Tennessee Bank National
Association and P.A.M. Transport, Inc. (Exh. 4.2, 6/30/94
10-Q)
|
|
*4.3
|
First
Amendment to Loan Agreement dated June 27, 1995 by and among P.A.M.
Transport, Inc., First Tennessee Bank National Association and P.A.M.
Transportation Services, Inc., together with Promissory Note in the
principal amount of $2,500,000 (Exh. 4.1.1, 6/30/95
10-Q)
|
|
*4.3.1
|
First
Amendment to Security Agreement dated June 28, 1995 by and between P.A.M.
Transport, Inc. and First Tennessee Bank National Association (Exh. 4.2.2,
6/30/95 10-Q)
|
|
*4.3.2
|
Security
Agreement dated June 27, 1995 by and between Choctaw Express, Inc. and
First Tennessee Bank National Association (Exh. 4.1.3, 6/30/95
10-Q)
|
|
*4.3.3
|
Guaranty
Agreement of P.A.M. Transportation Services, Inc. dated June 27, 1995 in
favor of First Tennessee Bank National Association respecting $10,000,000
line of credit
(Exh.
4.1.4, 6/30/95 10-Q)
|
|
*4.4
|
Second
Amendment to Loan Agreement dated July 3, 1996 by P.A.M. Transport, Inc.,
First Tennessee Bank National Association and P.A.M. Transportation
Services, Inc., together with Promissory Note in the principal amount of
$5,000,000 (Exh. 4.1.1, 9/30/96 10-Q)
|
|
*4.4.1
|
Second
Amendment to Security Agreement dated July 3, 1996 by and between P.A.M.
Transport, Inc. and First Tennessee National Bank Association (Exh. 4.1.2,
9/30/96 10-Q)
|
|
*4.4.2
|
First
Amendment to Security Agreement dated July 3, 1996 by and between Choctaw
Express, Inc. and First Tennessee Bank National Association (Exh. 4.1.3,
9/30/96 10-Q)
|
|
*4.4.3
|
Security
Agreement dated July 3, 1996 by and between Allen Freight Services, Inc.
and First Tennessee Bank National Association (Exh. 4.1.4, 9/30/96
10-Q)
|
ATTEST:
|
P.A.M.
TRANSPORT, INC.
|
||
/s/
Larry J. Goddard
|
By:
|
/s/
Robert W. Weaver
|
|
Secretary
|
President
|
||
BORROWER
|
|||
ATTEST:
|
P.A.M.
TRANSPORTATION SERVICES, INC.
|
||
/s/
Larry J. Goddard
|
By:
|
/s/
Robert W. Weaver
|
|
Secretary
|
President
|
||
GUARANTOR
|
|||
ATTEST:
|
CHOCTAW
EXPRESS, INC.
|
||
/s/
Larry J. Goddard
|
By:
|
/s/
Robert W. Weaver
|
|
Secretary
|
President
|
||
CHOCTAW
|
|||
ATTEST:
|
ALLEN
TRANSPORTATION SERVICES, INC.
|
||
/s/
Larry J. Goddard
|
By:
|
/s/
Robert W. Weaver
|
|
Secretary
|
President
|
||
ALLEN
|
|||
ATTEST:
|
P.A.M.
DEDICATED SERVICES, INC.
|
||
/s/
Larry J. Goddard
|
By:
|
/s/
Robert W. Weaver
|
|
Secretary
|
President
|
||
DEDICATED
|
|||
ATTEST:
|
DECKER
TRANSPORT CO., INC.
|
||
/s/
Larry J. Goddard
|
By:
|
/s/
Robert W. Weaver
|
|
Secretary
|
President
|
||
DECKER
|
|||
FIRST
TENNESSEE BANK NATIONAL
|
|||
ASSOCIATION
|
|||
By:
|
|||
Title:
|
|||
BANK
|
|||
ATTEST:
|
P.A.M. TRANSPORT,
INC.
|
/s/ Larry J.
Goddard
|
/s/ Robert W.
Weaver
|
If
to Company:
If
to Consultant:
|
P.A.M.
Transportation Services, Inc
297
West Henri Detonti Boulevard Tontitown, AR 72770
Attn:
Robert Weaver, CEO
FAX:
(479) 361-5473
Manuel
J. Moroun
12225
Stephens Road
Warren,
MI 48089
FAX:
(586) 759-2220
|
COMPANY
|
|
By:
|
/s/
Robert W. Weaver
|
CONSULTANT
|
|
/s/
Manuel J. Moroun
|
|
Manuel
J. Moroun, an individual
|
|
(1)
|
I
have reviewed this annual report on Form 10-K of P.A.M. Transportation
Services, Inc., a Delaware corporation (the
"registrant");
|
(2)
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
(3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
(4)
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
(5)
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
(1)
|
I
have reviewed this annual report on Form 10-K of P.A.M. Transportation
Services, Inc., a Delaware corporation (the
"registrant");
|
(2)
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
(3)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
(4)
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
(5)
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|