UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PAMT CORP
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
693149106
(CUSIP Number of Class of Securities)
Joseph A. Vitiritto
President and Chief Executive Officer
PAMT CORP
297 West Henri De Tonti Blvd.
Tontitown, Arkansas 72770
(479) 361-9111
(Name, address and telephone number of person authorized to receive notices
and communication on behalf of Filing Persons)
Copy to:
Courtney C. Crouch, III, Esq.
Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
425 West Capitol, Ste. 1800
Little Rock, Arkansas 72201
Telephone: (501) 688-8822
Facsimile: (501) 918-7822
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
AMENDMENT NO. 2 TO SCHEDULE TO
PAMT CORP, a Nevada corporation (“PAMT” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on April 3, 2025 (together with all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as amended and supplemented by this Amendment No. 2 and Amendment No. 1, filed on April 11, 2025, relates to the Company’s offer to purchase for cash up to 435,000 shares of its common stock, par value $0.01 per share (the “common stock”) at a price not greater than $17.00 nor less than $14.50 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the original Offer to Purchase, dated April 3, 2025 (the “Offer to Purchase”), previously filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (the “Letter of Transmittal”), previously filed as Exhibit (a)(1)(B) to the Schedule TO, as previously amended and as further amended and supplemented by this Amendment No. 2 (which, as amended and supplemented from time to time, together constitute the “Offer”). The Offer expires at 5:00 p.m., Eastern Time, on May 1, 2025, unless the Offer is extended or terminated.
Only those items reported in this Amendment No. 2 are amended or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer remain unchanged.
All information set forth in the Offer to Purchase, which was previously filed with the Schedule TO, is hereby incorporated by reference except that such information is hereby amended and supplemented to the extent expressly provided herein. Such information amends and supplements the information previously incorporated by reference in this Schedule TO. This Amendment No. 2 should be read in conjunction with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time.
The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to indicate that, on April 23, 2025, the Company issued a press release announcing its financial results for the quarter ended March 31, 2025, and to incorporate such press release. Accordingly, Items 11 and 12 to the Schedule TO, which incorporate by reference the information contained in the Schedule TO and the Offer to Purchase, are hereby amended and supplemented as follows:
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Item 11. Additional Information.
Item 11(c) of the Schedule TO is hereby amended and supplemented as follows:
On April 23, 2025, the Company issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of such press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
| (a)(5)(B)** | Press Release dated April 23, 2025, announcing the Company’s financial results for the quarter ended March 31, 2025. |
| * | Previously filed. |
| ** | Filed herewith. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: April 24, 2025 | PAMT CORP | |
| By: | /s/ Lance K. Stewart | |
| Name: | Lance K. Stewart | |
| Title: | Vice President of Finance, Chief Financial Officer and Treasurer | |
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EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith. |
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Exhibit (a)(5)(B)
PRESS RELEASE
PAMT CORP
ANNOUNCES RESULTS FOR THE FIRST QUARTER
ENDED MARCH 31, 2025
First Quarter 2025 Summary Results
| ● | Total revenues of $155.3 million, down 14.9% YoY |
| ● | Operating loss of $9.2 million |
| ● | Operating ratio of 105.9% |
| ● | Diluted loss per share of $0.37 |
Tontitown, Arkansas, April 23, 2025...... PAMT CORP (NASDAQ: PAMT) (the “Company”) today reported a net loss of $8.1 million, or diluted and basic loss per share of $0.37, for the quarter ended March 31, 2025. These results compare to net income of $0.3 million, or diluted and basic earnings per share of $0.01, for the quarter ended March 31, 2024.
Operating revenues decreased 14.9% to $155.3 million for the first quarter of 2025 when compared to $182.6 million for the first quarter of 2024.
Liquidity, Capitalization, and Cash Flow
As of March 31, 2025, we had an aggregate of $162.5 million of cash, marketable equity securities, and available liquidity under our line of credit and $269.6 million of stockholders’ equity. Outstanding debt was $309.2 million as of March 31, 2025, which represents a $16.3 million decrease from December 31, 2024.
During the first quarter of 2025, we used $1.4 million in operating cash flow.
About PAMT CORP
PAMT CORP is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico through its gateways in Laredo and El Paso, Texas, under agreements with Mexican carriers.
Forward-Looking Statements
Certain information included in this document contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, 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; general inflation, recessionary economic cycles and downturns in customers’ business cycles; a significant reduction in or termination of the Company’s trucking service by a key customer, including as a result of recent or future labor or international trade disruptions; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; potential economic, business or operational disruptions or uncertainties that may result from any future public health crises; the resale value of the Company’s used equipment; the price and availability of new equipment consistent with anticipated acquisitions and replacement plans; 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, rules regarding the classification of independent contractors as employees, tariffs, import/export, trade and immigration regulations or policies; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether due to new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.
PAMT CORP
| ||||||||
| Quarter ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| (in thousands, except per share amounts) | ||||||||
| Revenue, before fuel surcharge | $ | 136,701 | $ | 160,969 | ||||
| Fuel surcharge | 18,641 | 21,623 | ||||||
| Operating revenue | 155,342 | 182,592 | ||||||
| Operating expenses and costs: | ||||||||
| Salaries, wages and benefits | 40,814 | 44,063 | ||||||
| Operating supplies and expenses | 31,385 | 34,712 | ||||||
| Rent and purchased transportation | 62,973 | 73,279 | ||||||
| Depreciation | 22,595 | 18,935 | ||||||
| Insurance and claims | 4,781 | 4,861 | ||||||
| Other | 4,999 | 7,179 | ||||||
| (Gain)/loss on disposition of equipment | (3,014 | ) | 240 | |||||
| Total operating expenses and costs | 164,533 | 183,269 | ||||||
| Operating loss | (9,191 | ) | (677 | ) | ||||
| Interest expense | (4,042 | ) | (2,883 | ) | ||||
| Non-operating income | 2,486 | 3,938 | ||||||
| (Loss)/income before income taxes | (10,747 | ) | 378 | |||||
| Income tax (benefit)/expense | (2,605 | ) | 97 | |||||
| Net (loss)/income | $ | (8,142 | ) | $ | 281 | |||
| Diluted (loss)/earnings per share | $ | (0.37 | ) | $ | 0.01 | |||
| Average shares outstanding – Diluted | 21,787 | 22,127 | ||||||
| Quarter ended March 31, | ||||||||
| Truckload Operations | 2025 | 2024 | ||||||
| Total miles (in thousands) (1) | 41,217 | 44,065 | ||||||
| Operating ratio (2) | 110.9 | % | 104.2 | % | ||||
| Empty miles factor (1) | 9.0 | % | 9.0 | % | ||||
| Revenue per total mile, before fuel surcharge(1) | $ | 2.04 | $ | 2.11 | ||||
| Total loads | 94,644 | 102,200 | ||||||
| Revenue per truck per work day | $ | 673 | $ | 706 | ||||
| Revenue per truck per week | $ | 3,363 | $ | 3,533 | ||||
| Average company-driver trucks | 1,667 | 1,895 | ||||||
| Average owner operator trucks | 514 | 365 | ||||||
| Logistics Operations | ||||||||
| Total revenue (in thousands) | $ | 44,272 | $ | 58,769 | ||||
| Operating ratio | 98.0 | % | 93.9 | % | ||||
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| PAMT CORP Condensed Consolidated Balance Sheets (unaudited) | ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (in thousands) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 57,072 | $ | 68,060 | ||||
| Trade accounts receivable, net | 82,749 | 79,967 | ||||||
| Other receivables | 6,281 | 4,854 | ||||||
| Inventories | 2,329 | 2,433 | ||||||
| Prepaid expenses and deposits | 10,456 | 11,555 | ||||||
| Marketable equity securities | 45,584 | 42,620 | ||||||
| Income taxes refundable | - | 2,281 | ||||||
| Total current assets | 204,471 | 211,770 | ||||||
| Property and equipment | 800,383 | 836,490 | ||||||
| Less: accumulated depreciation | 294,879 | 309,272 | ||||||
| Total property and equipment, net | 505,504 | 527,218 | ||||||
| Other non-current assets | 2,666 | 2,666 | ||||||
| Total Assets | $ | 712,641 | $ | 741,654 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 31,081 | $ | 31,198 | ||||
| Accrued expenses and other liabilities | 15,067 | 14,569 | ||||||
| Income taxes payable | 6,417 | - | ||||||
| Current portion of long-term debt | 74,049 | 73,017 | ||||||
| Total current liabilities | 126,614 | 118,784 | ||||||
| Long-term debt, net of current portion | 235,189 | 252,565 | ||||||
| Deferred income taxes | 81,243 | 92,547 | ||||||
| Other long-term liabilities | - | 250 | ||||||
| Total liabilities | 443,046 | 464,146 | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock | 224 | 224 | ||||||
| Additional paid-in capital | 41,400 | 41,171 | ||||||
| Treasury stock, at cost | (13,996 | ) | (13,996 | ) | ||||
| Retained earnings | 241,967 | 250,109 | ||||||
| Total stockholders’ equity | 269,595 | 277,508 | ||||||
| Total liabilities and stockholders’ equity | $ | 712,641 | $ | 741,654 | ||||
| 1) | Excludes miles driven by third party power only carriers. |
| 2) | The Truckload Operations operating ratio has been calculated based upon total operating expenses, net of fuel surcharge, as a percentage of revenue, before fuel surcharge. We used revenue, before fuel surcharge, and operating expenses, net of fuel surcharge, because we believe that eliminating this sometimes volatile source of revenue affords a more consistent basis for comparing our results of operations from period to period. |
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