8-K

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): July 14, 2021

PAM 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:

☐	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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	PTSI	NASDAQ Global Market

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. ☐

The information contained in this report and the exhibits 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 exhibits 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 2.02 Results of Operations and Financial Condition.

On July 14, 2021, P.A.M. Transportation Services, Inc. issued a news release announcing its financial results for the second quarter ending June 30, 2021. A copy of the news release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

On July 14, 2021, the Company announced that its Board of Directors has declared a 2-for-1 forward stock split of its common stock in the form of a 100% stock dividend, payable on August 16, 2021, to stockholders of record on July 30, 2021. Under the terms of the stock split, on August 16, 2021, the Company’s stockholders will receive a dividend of one share for every share held on the record date.

For additional information regarding the stock split, reference is made to the Company’s press release dated July 14, 2021, and the frequently asked questions and answers document which are included as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this Report:

99.1 News release issued by the Registrant on July 14, 2021.

99.2 Frequently asked questions and answers regarding the two-for-one stock split

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 14, 2021	By:	/s/ Allen W. West
		Allen W. West Vice President of Finance, Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	News release issued by the Registrant on July 14, 2021
99.2	Frequently asked questions and answers regarding the two-for-one stock split

EX-99.1

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.

REPORTS RECORD RESULTS, ANNOUNCES STOCK SPLIT

Tontitown, Arkansas, July 14, 2021...... P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) today reported net income of $15.3 million, or diluted earnings per share of $2.66, for the quarter ended June 30, 2021, and net income of $27.3 million, or diluted earnings per share of $4.74, for the six-month period then ended. These results compare to net loss of $0.8 million, or diluted loss per share of $0.14, and net loss of $2.1 million, or diluted loss per share of $0.37, respectively, for the three and six months ended June 30, 2020.

Operating revenues increased 73.4% to $161.3 million for the second quarter of 2021 compared to $93.0 million for the second quarter of 2020. For the six months ended June 30, 2021, operating revenues increased 39.6% to $310.1 million compared to $222.1 million during the six months ended June 30, 2020.

On July 13, 2021, the Company’s Board of Directors declared a 2-for-1 forward stock split of its common stock in the form of a 100% stock dividend, payable on August 16, 2021, to stockholders of record on July 30, 2021. Under the terms of the stock split, the Company’s stockholders will receive a dividend of one share for every share held on the record date. The dividend will be paid in authorized but unissued shares of common stock of the Company. The additional shares will be distributed by the Company’s transfer agent, Computershare, and the per share price of the Company’s common stock will adjust accordingly on The Nasdaq Stock Market. The Company expects trading will begin on a split-adjusted basis on August 17, 2021. The Company currently has approximately 5.7 million shares of common stock outstanding. After the stock split, the number of shares of common stock outstanding will increase to approximately 11.4 million shares.

Joe Vitiritto, President of the Company, commented, “It was only one year ago that we were scrambling to find replacement freight as many of our largest customers reacted to the pandemic by completely suspending their operations. Now, just one year later and with a redesigned network, we are pleased to report record revenue and record operating income for the quarter. I have been really impressed with the progress our team has achieved in such a short timeframe, and I want to thank our driving associates for the work they put in every single day. We couldn’t achieve any of this without their efforts. While we believe that there remains plenty of opportunity to improve on our recent operating results and we expect our team to continue to exceed expectations, it is satisfying to see such marked improvement so quickly.

“We are also pleased that the Board of Directors has approved a stock split, which demonstrates their continued confidence in our long-term potential. With this split, we will be able to increase the availability of our stock and enhance liquidity within the marketplace, allowing both current and new investors to share in our continued success.”

About P.A.M. Transportation Services, Inc.

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.

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, ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; 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; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations or policies; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether 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.

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

Key Financial and Operating Statistics

(unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in thousands, except earnings per share)						(in thousands, except earnings per share)
Revenue, before fuel surcharge	$	145,175		$	85,765		$	280,316		$	197,587
Fuel surcharge		16,088			7,214			29,806			24,547
Operating Revenue		161,263			92,979			310,122			222,134
Operating expenses and costs:
Salaries, wages and benefits		33,841			27,576			67,237			60,374
Operating supplies and expenses		25,107			18,276			48,663			41,991
Rent and purchased transportation		61,676			30,360			119,689			73,287
Depreciation		14,334			14,237			28,686			28,532
Insurance and claims		3,116			2,515			6,363			2,557
Other		2,772			1,967			5,498			7,811
(Gain) loss on disposition of equipment		(602	)		55			(686	)		103
Total operating expenses and costs		140,244			94,986			275,450			214,655
Operating income (loss)		21,019			(2,007	)		34,672			7,479
Non-operating income (expense)		2,117			2,961			6,816			(6,115	)
Interest expense		(2,193	)		(2,179	)		(4,472	)		(4,391	)
Income (loss) before income taxes		20,943			(1,225	)		37,016			(3,027	)
Income tax expense (benefit)		5,626			(402	)		9,750			(900	)
Net income (loss)	$	15,317		$	(823	)	$	27,266		$	(2,127	)
Diluted earnings (loss) per share	$	2.66		$	(0.14	)	$	4.74		$	(0.37	)
Average shares outstanding – Diluted		5,755			5,766			5,753			5,756

	Quarter Ended June 30,						Six Months Ended June 30,
Truckload Operations	2021			2020			2021			2020
Total miles (in thousands)		46,464			43,916			93,530			98,002
Operating ratio (1)		84.02	%		103.95	%		86.93	%		96.14	%
Empty miles factor		8.46	%		11.80	%		8.27	%		9.56	%
Revenue per total mile, before fuel surcharge	$	2.11		$	1.59		$	2.01		$	1.65
Total loads		89,840			76,338			179,937			173,351
Revenue per truck per work day	$	776		$	540		$	743		$	607
Revenue per truck per week	$	3,882		$	2,700		$	3,715		$	3,035
Average company-driver trucks		1,602			1,562			1,628			1,573
Average owner operator trucks		371			462			369			504
Logistics Operations
Total revenue (in thousands)	$	47,135		$	15,807		$	91,918		$	36,319
Operating ratio		88.65	%		95.23	%		89.06	%		96.53	%

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.

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

Condensed Consolidated Balance Sheets

(unaudited)

	June 30,			December 31,
	2021			2020
	(in thousands, except share amounts)
ASSETS
Current Assets:
Cash and cash equivalents	$	23,032		$	337
Trade accounts receivable, net		88,204			77,731
Other receivables		6,868			5,127
Inventories		1,284			1,345
Prepaid expenses and deposits		7,814			10,172
Marketable equity securities		33,016			27,941
Income taxes refundable		158			868
Total current assets		160,376			123,521
Property and equipment		602,952			653,676
Less: accumulated depreciation		196,542			202,851
Total property and equipment, net		406,410			450,825
Other non-current assets		3,920			4,246
Total Assets	$	570,706		$	578,592
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	35,836		$	46,102
Accrued expenses and other liabilities		25,422			26,601
Current portion of long-term debt		60,338			57,776
Total current liabilities		121,596			130,479
Long-term debt, net of current portion		190,568			228,330
Deferred income taxes		78,407			68,883
Other long-term liabilities		2,779			919
Total liabilities		393,350			428,611
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, 40,000,000 authorized; 11,697,023 and 11,695,719 shares issued; 5,726,243 and 5,727,895 shares outstanding, respectively		117			117
Additional paid-in capital		84,401			84,148
Treasury stock, at cost; 5,970,780 and 5,967,824 shares, respectively		(159,262	)		(159,118	)
Retained earnings		252,100			224,834
Total stockholders’ equity		177,356			149,981
Total liabilities and stockholders’ equity	$	570,706		$	578,592

EX-99.2

Exhibit 99.2

Frequently Asked Questions and Answers Regarding the Two-For-One Stock Split

July 2021

What is a two-for-one stock split?

In a two-for-one stock split, effected as a stock dividend, the shareholder receives one additional share for each share he or she owns.

What is the difference between a two-for-one stock split and a stock dividend?

They are effectively the same. In both cases, shareholders will own twice as many shares.

Why are you splitting the stock now?

P.A.M. Transportation Services, Inc.’s Board of Directors made a decision to split the stock in order to make the shares more affordable to a broader range of potential investors and to increase liquidity in the trading of our stock (NASDAQ: PTSI).

How does a two-for-one stock split actually work?

After a two-for-one stock split, shareholders receive an additional share for every share they currently own and will therefore have twice as many shares after the split as before the split.

What happens to my cost basis per share after the stock split?

The total cost basis in your stock will not change but the cost basis per share will be halved due to the split.

For example, let’s assume a shareholder purchased stock on July 1, 2021 at a price of $54.00 per share. After the stock split, that shareholder’s cost basis will be $27.00 per share. By dividing your current cost basis by a factor of 2, you can calculate your new cost basis in the stock. Keep in mind, you will also now own twice as many shares.

Using the example above, let’s assume a shareholder purchased 1,000 shares of stock at $54.00 on July 1, 2021 for a total cost basis of $54,000. After the two-for-one stock split, the shareholder owns 2,000 shares of stock at an adjusted cost basis per share of $27.00 for a total cost of the same $54,000.

What happens to the market value per share after the stock split?

Theoretically, the market value per share declines the same way the cost basis per share declines. For example, if the market value per share is $54.00 before the stock split, then the market value should fall to $27.00 ($54.00 divided by 2) after the stock split. However, due to the dynamics of the marketplace, the actual market value per share could be higher or lower than $27.00 after the stock split.

Will the stock split change my percentage ownership in the Company?

No. The stock split does not change the proportionate interest that a shareholder maintains in our company. A shareholder that owned 1% of the common stock before the split will continue to own 1% of our common stock after the split.

Did the shareholders vote to approve the stock split?

Shareholder approval was not needed as the number of shares outstanding after the split is still below the maximum number of shares authorized by our shareholders. Only Board of Directors’ approval was necessary.

When is the Record Date?

July 30, 2021

When is the Distribution Date?

August 16, 2021

What is the ex-split / ex-dividend date?

August 17, 2021 is the ex-split or ex-dividend date. This date is the first day that PTSI stock will trade on a post-split basis at a post-split adjusted price.

What happens if I sell my shares on or between the Record Date and the Distribution Date?

If you buy shares after the record date for the stock split, you will be entitled to receive the additional shares that are issued on the distribution date.

If you sell your shares before the distribution date, you are not entitled to receive the additional split shares and the person that bought your shares will be entitled to receive the additional split shares. Trades that settle between the record date and the distribution date are considered “trades with distribution” that ultimately entitle the buyer to the split shares, even though the buyer did not own the shares on the record date. These trades have a “due bill” attached to them. A “due bill” is an IOU from the seller indicating that the buyer, not the seller who was holding the shares on the record date, is entitled to the split shares upon their issuance.

What exactly will I receive?

For each PTSI common share held of record at the close of business on July 30, 2021, you will receive one additional share of PTSI stock. Since the stock split shares are being issued to registered shareholders in book-entry form rather than in the form of a stock certificate, holders of record will not receive a new stock certificate representing the additional stock split shares.

Will I receive a stock certificate for the new shares?

No. If you are a registered holder of P.A.M. Transportation Services, Inc. common shares, you will receive the stock split shares in book-entry form rather than in the form of stock certificates. This means that your shares will be credited to an account registered in your name on the books of P.A.M. Transportation Services, Inc., which are maintained by PTSI’s transfer agent, Computershare Investor Services, rather than sent to you in physical stock certificate form.

If I want to buy additional shares is it better to buy now or wait until after the split?

We cannot provide shareholders with investment advice.

Can we buy shares between the announcement date and the Record Date?

Yes.

If my shares are held in street name, how will I be notified?

Your broker will notify you.

Are the stock split shares to be distributed subject to federal income tax?

We have been advised by counsel that, under present federal income tax laws, your receipt of shares issued under this distribution is not taxable as income to you. However, if you sell any shares, this distribution must be considered in figuring the tax basis of your shares to determine your gain or loss for federal income tax purposes. For example, if prior to the dividend you own 100 shares with a basis of $50.00 per share, half of the basis in each of those shares would be allocated to the corresponding new share, resulting in a basis of $25.00 per share for each of the 200 shares owned after the split. For tax purposes, the holding period of the new shares is the same as for the old shares on which they were issued.

Under existing U.S. laws and regulations, the new shares issued will have a basis equal to one-half the adjusted cost or other basis of the shares on which they were distributed. The basis for computing gain or loss concerning the balance of your stock is reduced to one-half of its former basis. For tax purposes, the holding period for the new shares is the same as for the old shares on which they were issued. Although this tax information is provided for your assistance, we are not providing personal tax advice. You should consult your personal tax advisor regarding the tax consequences of any transaction you undertake with these shares.

Consult your Personal Tax Advisor: You should consult your own tax advisor regarding the calculation of your tax basis and the tax consequences of any distribution.

How can I update my address?

If you are a registered shareholder, you can update your address by contacting our transfer agent, Computershare Investor Services at 800-962-4284 or www.Computershare.com.

What is “book-entry”?

Book-entry form of registered ownership allows you to own shares without having paper stock certificates in your possession. You are the record owner and enjoy the same shareholder benefits as you would with certificated shares.

What are the benefits of book-entry shares?

Book-entry ownership eliminates some of the problems associated with paper certificates such as storage and safety of securities. Book-entry shares also eliminate the requirement for physical movement of stock certificates at the time of sale or transfer of ownership.

How do I keep track of my book-entry shares?

If you hold your book-entry shares, you will receive a statement or confirmation detailing any activity affecting your book entry shares shortly after a transaction has taken place. You may also receive statements at other points of time.

I have stock certificates. Can I convert them to book-entry shares?

Yes. Simply send your stock certificates to Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000, with written instructions to deposit them in your account as book-entry items. Do not endorse the certificates or complete the assignment section. Certificates should be sent to Computershare Investor Services at the address above by registered or certified mail with return receipt requested, or some other form of traceable mail, and properly insured. Computershare Investor Services will provide to you a statement confirming the deposit of your shares to your book-entry account.

Can I get stock certificates for my book-entry shares?

You may request stock certificates for the whole shares in your book-entry account at any time. Simply contact Computershare Investor Services at 800-962-4284 or www.Computershare.com with your request and a stock certificate for the requested number of whole shares will be sent to you within 7-10 business days and delivered by first class mail.

What should I do with the stock certificates I currently hold? Are they still valid?

The stock certificates that you currently hold are still valid and should not be destroyed or exchanged. Those certificates continue to represent the same number of shares as shown on their face and should be kept in a secure place.

What happens if I lose my Stock Account Statement?

Unlike stock certificates, the Stock Account Statement is not a negotiable document, so there is no replacement fee. You can request replacement statements at any time by contacting Computershare Investor Services at 800-962-4284 or www.Computershare.com.

Who can I contact for additional information?

For questions on the stock split, please contact:

Computershare Investor Services

800-962-4284

XML

Document And Entity Information	Jul. 14, 2021
Document Information [Line Items]
Entity, Registrant Name	PAM TRANSPORTATION SERVICES, INC.
Document, Type	8-K
Document, Period End Date	Jul. 14, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-15057
Entity, Tax Identification Number	71-0633135
Entity, Address, Address Line One	297 West Henri De Tonti
Entity, Address, City or Town	Tontitown
Entity, Address, State or Province	AR
Entity, Address, Postal Zip Code	72770
City Area Code	479
Local Phone Number	361-9111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PTSI
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000798287