UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

________________________________

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 25, 2018

________________________________

 

 

 

P.A.M. TRANSPORTATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-15057

 

71-0633135

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (479) 361-9111

 

 

N/A

 
 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

 

 

 

Item 1 .0 1

Entry into a Material Definitive Agreement .

 

On April 25, 2018, P.A.M. Transportation Services, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to its consulting agreement dated December 6, 2007 with Manuel J. Moroun, a director of the Company (the “Consulting Agreement”). Under the terms of the Amendment, the Consulting Agreement was extended on its existing terms until December 31, 2018, at which time the Consulting Agreement will automatically renew for successive one-year periods until either party notifies the other party of its intention to terminate at least 30 days prior to the applicable renewal date. The Amendment was reviewed and approved by the Company’s Audit Committee. The Consulting Agreement was previously extended by the Company on its existing terms in 2013. In addition to being a director of the Company, Mr. Moroun is also the father of Matthew T. Moroun, the Chairman of the Company’s Board of Directors. Matthew T. Moroun and Manuel J. Moroun together beneficially own over 60% of the outstanding shares of common stock of the Company.

 

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.2 and is incorporated by reference into this report.

 

Item 2.02

Results of Operations and Financial Condition.

 

On April 30, 2018, the Company issued a news release announcing its financial results for the first quarter ending March 31, 2018. A copy of the news release is attached hereto as Exhibit 99.1.

 

The information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

The information herein (including the exhibit hereto) may contain "forward-looking statements" that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and otherwise may be protected. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ from those anticipated by forward-looking statements.

 

Please refer to the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission for information concerning risks, uncertainties and other factors that may affect future results.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On April 25, 2018, the Annual Meeting of Stockholders of the Company was held, at which meeting eight directors were elected to serve as the Board until the next Annual Meeting of Stockholders and the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the calendar year 2018 was ratified by the Company’s stockholders. Final vote tabulations are indicated below:

 

 

(1)

Election of eight director nominees to serve until the date of the next Annual Meeting of Stockholders:

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Frederick P. Calderone

4,524,225

 

904,044

 

527,993

Daniel H. Cushman

4,422,896

 

1,005,373

 

527,993

W. Scott Davis

5,345,459

 

82,810

 

527,993

Norman E. Harned

5,344,959

 

83,310

 

527,993

Franklin H. McLarty

5,345,459

 

82,810

 

527,993

Manuel J. Moroun

4,204,419

 

1,223,850

 

527,993

Matthew T. Moroun

4,507,210

 

921,059

 

527,993

Daniel C. Sullivan

5,334,968

 

93,301

 

527,993

 

 

 

 

 

(2)

Proposal to ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,952,855

 

3,127

 

280

 

0

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1

Consulting Agreement between the Registrant and Manuel J. Moroun, dated December 6, 2007 (incorporated by reference to Exhibit 10.10 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 14, 2008)

10.2

Amendment No. 1 to Consulting Agreement between the Registrant and Manuel J. Moroun, dated April 25, 2018

99.1

News release issued by the Registrant on April 30, 2018

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

P.A.M. TRANSPORTATION SERVICES, INC.

   

(Registrant)

     

Date: April 30, 2018

By:

/s/ Allen W. West

   

Allen W. West

Vice President of Finance, Chief Financial Officer, Secretary and Treasurer

 

 

Exhibit 10.2

 

 

AMENDMENT NO. 1 TO CONSULTING AGREEMENT

 

This Amendment No. 1 to Consulting Agreement (the “ Amendment ”), dated April 25, 2018, is by and between P.A.M. Transportation Services, Inc., a Delaware corporation (the “ Company ”), and Manuel J. Moroun (“ Consultant ”). The Company and Consultant are collectively referred to as the “ Parties ” and individually as a “ Party.

 

Recitals :

 

A.     The Parties entered into a Consulting Agreement, dated as of December 6, 2007 (as amended or otherwise modified from time to time, the “ Existing Agreement ”), which was subsequently extended by the Parties.

B.     The Parties desire to amend the Existing Agreement by amending and restating Section 2 thereof in order to modify the provisions related to the term and duration of the Existing Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

 

1.

Definitions . Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

 

 

2.

Amendments to the Existing Agreement . As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows:

 

(a)     Section 2 of the Existing Agreement is hereby amended by deleting the existing text in its entirety and substituting in lieu thereof the following words:

 

“2.       Term . Consultant’s engagement hereunder shall be effective as of the Effective Date and shall continue until the first anniversary thereof; provided that, on such first anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “ Renewal Date ”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless a Party provides written notice of its intention not to extend the term of the Agreement at least 30 days prior to the applicable Renewal Date. The period during which Consultant provides services to the Company shall be referred to as the “ Consulting Term. ””

 

(b)     Section 3 of the Existing Agreement is hereby amended by deleting the existing text in its entirety and substituting in lieu thereof the following words:

 

“3.     [ Intentionally Omitted ]”      

 

 

3.

Date of Effectiveness; Limited Effect . This Amendment will be deemed effective as of January 1, 2018 (the “ Effective Date ”). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.

 

 

 

 

 

4.

Miscellaneous .

 

 

(a)

This Amendment is governed by and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of law provisions of such State.

 

 

(b)

This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.

 

 

(c)

This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

 

 

(d)

This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.

 

 

COMPANY:

P.A.M. Transportation Services, Inc.

   
 

By: /s/ Daniel H. Cushman                                 

Name: Daniel H. Cushman

Title: Chief Executive Officer

 

 

CONSULTANT:

Manuel J. Moroun

   
 

/s/ Manuel J. Moroun                                            

 

 

 

Exhibit 99.1

FROM: P.A.M. TRANSPORTATION SERVICES, INC.

P.O. BOX 188

Tontitown, AR 72770

Allen W. West

(479) 361-9111

P.A.M. TRANSPORTATION SERVICES, INC.

ANNOUNCES RESULTS FOR THE FIRST QUARTER

ENDED MARCH 31, 2018

 

Tontitown, Arkansas, April 30, 2018...... P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) today reported adjusted net income of $2,305,209 or adjusted diluted earnings per share of $0.37 for the quarter ended March 31, 2018. This compares to adjusted net income of $1,189,032 or adjusted diluted earnings per share of $0.19 for the quarter ended March 31, 2017. Adjusted net income and adjusted diluted earnings per share exclude the impact of recognized gains or losses that are associated with the Company’s investments in marketable equity securities. Including the impact of these gains or losses for each period resulted in net income of $1,387,308 or diluted earnings per share of $0.22 for the quarter ended March 31, 2018 and net income of $2,283,164 or diluted earnings per share of $0.36 for the quarter ended March 31, 2017.

 

Operating revenues, before fuel surcharge revenue, increased 5.9% to $99,103,824 for the first quarter of 2018 compared to $93,602,715 for the first quarter of 2017. Fuel surcharge revenue increased 28.8% to $20,354,323 for the first quarter of 2018 compared to $15,801,816 for the first quarter of 2017 as fuel prices were significantly higher year over year. Total operating revenues increased 9.2% to $119,458,147 for the first quarter of 2018 compared to $109,404,531 for the first quarter of 2017.

 

Daniel H. Cushman, President of the Company, commented, “We are pleased with operating results for first quarter of 2018, which improved considerably compared to the first quarter of 2017. This improvement in operating results was a positive move towards attaining our goal of record earnings for the Company, which we feel well positioned to achieve in the future.

 

“Several significant challenges existed during the first quarter 2018 that were not present during the first quarter of 2017. Winter weather persisted throughout the 2018 quarter, with prolonged major weather events that affected large portions of our operating area. These events negatively impact fuel expense, maintenance expenses, insurance claims and revenue, due to reduced equipment utilization. Many of our customers close on Good Friday, which was observed during the first quarter of 2018, but was observed in the second quarter of 2017. Also, in late December 2017 we gave a significant pay increase to company drivers, which increased driver per mile costs by an average of approximately 13%. These company driver pay raises were followed shortly thereafter by an increase in rates paid to certain owner operators within our network. These raises were long overdue and we believe they are necessary to experience the level of growth we anticipate for the year.

 

“While we did experience significant headwinds during this first quarter, the freight market was very strong and provided long overdue opportunities to secure customer rate increases. Over most of the last two years, the freight market had become very stagnant and many customers pushed rates lower at the same time many of our costs were rising. A favorable shift in freight demand began during the fourth quarter of 2017 and has strengthened throughout the first quarter of 2018.

 

“Unlike many of our competitors, a large percentage of our freight network consists of automotive related customers, with approximately 55% of our customer base comprised of a diversified mix of automotive OEM’s and their suppliers. Many of these customers have established contractual rates and capacity commitments that we have honored, which means that we have forgone other opportunities that take advantage of the rising freight rates witnessed in the spot market as capacity continued to constrict. While taking advantage of these spot market opportunities would have improved our results for the quarter, we did not feel that the risk of disrupting our current network was in either our customers’ or the Company’s best interests. As of the end of this year’s first quarter, we have only addressed rate increases on approximately 45% of our business, and will address the remainder as contractual commitments allow. We are excited about the prospect of the rate increases on the remaining 55% of our business and the resulting positive impact we expect to see in our operating results.

 

 

 

 

“The customer rate increases achieved during the first quarter of this year were largely offset by the cost increases associated with the driver pay increases mentioned above. We have seen a positive effect on both driver hiring and driver retention during the first quarter as a result of these increased pay rates and have experienced a 10% increase in company truck growth since implementation. We believe that we are well positioned to grow our driver fleet due to a more competitive compensation package, having one of the newest fleets in the industry and the availability of high utilization network lanes we can offer. We plan to leverage driver availability and planned fleet growth to provide additional capacity and capitalize on current market conditions.

 

“We continue to be a leading cross border service provider with our Mexico service offering and have seen growth in the demand for this service. We have also achieved significant year over year growth in both revenue and profitability in our Logistics operation. We anticipate that other factors, such as the enforcement of the electronic logging device mandate could have positive impacts on demand for our services throughout the remainder of the year.

 

“In light of current market trends, our position in the market, and our diversity of services, we are very optimistic about the remainder of 2018.”

 

In addition to our results under United States generally accepted accounting principles (GAAP), this press release also includes non-GAAP financial measures termed adjusted net income and adjusted diluted earnings per share. The Company defines adjusted net income and adjusted diluted earnings per share as GAAP net income and GAAP diluted earnings per share, respectively, excluding any amount recognized as gain or loss on transactions involving the Company’s investments in marketable equity securities. Management believes that reporting adjusted net income and adjusted diluted earnings per share more clearly reflects the Company’s current operating results and provides investors with a better understanding of the Company’s overall financial performance. In addition, the adjusted results, although not a financial measure under GAAP, facilitate the ability to analyze the Company’s financial results in relation to those of its competitors and to the Company’s prior financial performance by excluding items which otherwise would distort the comparison. However, because not all companies use identical calculations, the Company's presentation of adjusted results may not be comparable to similarly titled measures of other companies. Adjusted net income or adjusted diluted earnings per share are not recognized terms under GAAP, do not purport to be alternatives to, and should be considered in addition to, and not as a substitute for or superior to, net income or diluted earnings per share as defined under GAAP.

 

Pursuant to the requirements of Regulation G, we have provided a tabular reconciliation of GAAP net income to adjusted net income and GAAP diluted earnings per share to adjusted diluted earnings per share in this press release.

 

P.A.M. Transportation Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

 

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 or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.

 

 

 

 

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

Key Financial and Operating Statistics

(unaudited)

 

   

Quarter ended March 31,

 
   

2018

   

2017

 
                 

Revenue, before fuel surcharge

  $ 99,103,824     $ 93,602,715  

Fuel surcharge

    20,354,323       15,801,816  
      119,458,147       109,404,531  

Operating expenses and costs:

               

Salaries, wages and benefits

    28,639,307       25,904,215  

Operating supplies and expenses

    22,670,587       20,232,072  

Rent and purchased transportation

    45,916,592       43,122,782  

Depreciation

    11,623,433       10,671,391  

Insurance and claims

    4,267,854       4,696,261  

Other

    2,580,486       2,116,602  

Loss (gain) on disposition of equipment

    3,303       (629 )

Total operating expenses and costs

    115,701,562       106,742,694  
                 

Operating income

    3,756,585       2,661,837  
                 

Interest expense

    (1,160,324 )     (976,619 )

Non-operating (loss) income

    (879,206 )     2,052,160  
                 

Income before income taxes

    1,717,055       3,737,378  

Income tax expense

    329,747       1,454,214  
                 

Net income

  $ 1,387,308     $ 2,283,164  
                 

Diluted earnings per share

  $ 0.22     $ 0.36  
                 

Average shares outstanding – Diluted

    6,263,621       6,425,056  

 

 

   

Quarter ended March 31,

 

Truckload Operations

 

2018

   

2017

 

Total miles

    55,565,898       60,124,609  

Operating ratio (1)

    96.37 %     97.24 %

Empty miles factor

    6.43 %     6.81 %

Revenue per total mile, before fuel surcharge

  $ 1.45     $ 1.38  

Total loads

    94,975       83,751  

Revenue per truck per work day

  $ 706     $ 678  

Revenue per truck per week

  $ 3,528     $ 3,390  

Average company-driver trucks

    1,233       1,281  

Average owner operator trucks

    550       631  
                 

Logistics Operations

               

Total revenue

  $ 18,580,238     $ 10,684,582  

Operating ratio

    95.50 %     96.57 %

 

 

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

Reconciliation of GAAP Measures to Non-GAAP Amounts

Reconciliation of Net Income to Adjusted Net Income

(unaudited)

 
   

Quarter ended March 31,

 
   

2018

   

2017

 
                 

Net income (GAAP)

  $ 1,387,308     $ 2,283,164  
                 

Adjustment to exclude loss (gain) recognized on marketable equity securities

    1,136,075       (1,791,017 )
                 

Tax (expense) benefit of adjustment (2)

    (218,174 )     696,885  
                 

Adjusted net income (non-GAAP)

  $ 2,305,209     $ 1,189,032  

 

 

 

 

 

 

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

Reconciliation of GAAP Measures to Non-GAAP Amounts

Reconciliation of Diluted Earnings Per Share to

Adjusted Diluted Earnings Per Share

(unaudited)

 
   

Quarter ended December 31,

 
   

2018

   

2017

 
                 

Diluted earnings per share (GAAP)

  $ 0.22     $ 0.36  
                 

Adjustment to exclude loss (gain) recognized on marketable equity securities

    0.18       (0.28 )
                 

Tax (expense) benefit of adjustment (2)

    (0.03 )     0.11  
                 

Adjusted diluted earnings per share (non-GAAP)

  $ 0.37     $ 0.19  

_______________________________________

 

 

1)

Operating ratio has been calculated based upon total operating expenses, net of fuel surcharge, as a percentage of revenue, before fuel surcharge. We used revenue, before fuel surcharge, and operating expenses, net of fuel surcharge, because we believe that eliminating this sometimes volatile source of revenue affords a more consistent basis for comparing our results of operations from period to period.

 

2)

The tax benefit is calculated using the effective tax rates for each respective period prior to any adjustments for non-GAAP amounts.