PAM TRANSPORTATION SERVICES INC - Quarter Report: 2007 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
ý
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended March 31, 2007
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
transition period from __________to__________
Commission
File Number: 0-15057
P.A.M.
TRANSPORTATION SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
71-0633135
|
|
(State
or other jurisdiction of incorporation)
|
(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, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements
for
the past 90 days.
Yes
ý
|
|
No
o
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o
|
Accelerated
filer ý
|
Non-accelerated
filer o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
|
|
No
ý
|
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
Class
|
Outstanding
at April 25, 2007
|
|
Common
Stock, $.01 Par Value
|
10,307,607
|
Form
10-Q
For
The
Quarter Ended March 31, 2007
Table
of
Contents
Part
I. Financial Information
|
|
Item
1.
|
|
|
|
|
|
|
|
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|
|
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|
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|
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Item
2.
|
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Item
3.
|
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Item
4.
|
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Part
II. Other Information
|
|
|
|
Item
1.
|
|
|
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Item
6.
|
|
|
|
|
|
2
Item
1. Financial Statements.
Condensed
Consolidated Balance Sheets
(in
thousands, except share and per share data)
|
|||||||
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
ASSETS
|
(unaudited)
|
|
(see
note)
|
|
|||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
1,152
|
$
|
1,040
|
|||
Accounts
receivable-net:
|
|||||||
Trade
|
65,844
|
61,469
|
|||||
Other
|
1,504
|
1,361
|
|||||
Inventories
|
956
|
819
|
|||||
Prepaid
expenses and deposits
|
10,938
|
14,928
|
|||||
Marketable
equity securities available-for-sale
|
15,855
|
14,437
|
|||||
Income
taxes refundable
|
-
|
498
|
|||||
Total
current assets
|
96,249
|
94,552
|
|||||
Property
and equipment:
|
|||||||
Land
|
2,674
|
2,674
|
|||||
Structures
and improvements
|
9,383
|
9,383
|
|||||
Revenue
equipment
|
298,522
|
286,933
|
|||||
Office
furniture and equipment
|
7,036
|
6,890
|
|||||
Total
property and equipment
|
317,615
|
305,880
|
|||||
Accumulated
depreciation
|
(106,951
|
)
|
(102,566
|
)
|
|||
Net
property and equipment
|
210,664
|
203,314
|
|||||
Other
assets:
|
|||||||
Goodwill
|
15,413
|
15,413
|
|||||
Non-compete
agreements
|
167
|
217
|
|||||
Other
|
762
|
750
|
|||||
Total
other assets
|
16,342
|
16,380
|
|||||
TOTAL
ASSETS
|
$
|
323,255
|
$
|
314,246
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
24,902
|
$
|
38,510
|
|||
Accrued
expenses and other liabilities
|
12,664
|
9,994
|
|||||
Current
maturities of long-term debt
|
1,428
|
1,915
|
|||||
Deferred
income taxes-current
|
5,669
|
5,658
|
|||||
Total
current liabilities
|
44,663
|
56,077
|
|||||
Long-term
debt-less current portion
|
39,822
|
21,205
|
|||||
Deferred
income taxes-less current portion
|
52,195
|
51,902
|
|||||
Other
|
-
|
34
|
|||||
Total
liabilities
|
136,680
|
129,218
|
|||||
SHAREHOLDERS'
EQUITY
|
|||||||
Preferred
stock, $.01 par value, 10,000,000 shares authorized; none
issued
|
-
|
-
|
|||||
Common
stock, $.01 par value, 40,000,000 shares authorized; 11,366,207
and
|
|||||||
11,362,207
shares issued; 10,307,607 and 10,303,607 shares
outstanding
|
|||||||
at
March 31, 2007 and December 31, 2006, respectively
|
114
|
114
|
|||||
Additional
paid-in capital
|
77,499
|
77,309
|
|||||
Accumulated
other comprehensive income
|
3,234
|
3,142
|
|||||
Treasury
stock, at cost; 1,058,600 shares
|
(17,869
|
)
|
(17,869
|
)
|
|||
Retained
earnings
|
123,597
|
122,332
|
|||||
Total
shareholders’ equity
|
186,575
|
185,028
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
323,255
|
$
|
314,246
|
|||
Note:
The consolidated balance sheet at December 31, 2006 has been derived
from
the audited financial statements at that date but does not include
all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. See notes to condensed
consolidated financial statements.
|
Condensed
Consolidated Statements of Operations
(unaudited)
(in
thousands, except per share data)
|
|||||||
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
OPERATING
REVENUES:
|
|||||||
Revenue,
before fuel surcharge
|
$
|
87,544
|
$
|
90,849
|
|||
Fuel
surcharge
|
11,265
|
9,676
|
|||||
Total
operating revenues
|
98,809
|
100,525
|
|||||
OPERATING
EXPENSES AND COSTS:
|
|||||||
Salaries,
wages and benefits
|
33,705
|
33,229
|
|||||
Fuel
expense
|
24,592
|
22,254
|
|||||
Rent
and purchased transportation
|
10,034
|
11,349
|
|||||
Depreciation
and amortization
|
9,349
|
8,366
|
|||||
Operating
supplies and expenses
|
7,482
|
5,939
|
|||||
Operating
taxes and license
|
4,351
|
4,057
|
|||||
Insurance
and claims
|
4,536
|
4,196
|
|||||
Communications
and utilities
|
768
|
694
|
|||||
Other
|
1,640
|
1,498
|
|||||
Loss
(gain) on disposition of equipment
|
18
|
(109
|
)
|
||||
Total
operating expenses and costs
|
96,475
|
91,473
|
|||||
NET
OPERATING INCOME
|
2,334
|
9,052
|
|||||
NON-OPERATING
INCOME
|
241
|
57
|
|||||
INTEREST
EXPENSE
|
(487
|
)
|
(465
|
)
|
|||
NET
INCOME BEFORE INCOME TAXES
|
2,088
|
8,644
|
|||||
FEDERAL
AND STATE INCOME TAXES:
|
|||||||
Current
|
512
|
3,271
|
|||||
Deferred
|
311
|
190
|
|||||
Total
federal and state income taxes
|
823
|
3,461
|
|||||
NET
INCOME
|
$
|
1,265
|
$
|
5,183
|
|||
EARNINGS
PER COMMON SHARE:
|
|||||||
Basic
|
$
|
0.12
|
$
|
0.50
|
|||
Diluted
|
$
|
0.12
|
$
|
0.50
|
|||
AVERAGE
COMMON SHARES OUTSTANDING:
|
|||||||
Basic
|
10,305
|
10,288
|
|||||
Diluted
|
10,308
|
10,288
|
|||||
See
notes to condensed consolidated financial statements.
|
Condensed
Consolidated Statements of Cash Flows
(unaudited)
(in
thousands)
|
|||||||
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
OPERATING
ACTIVITIES:
|
|||||||
Net
income
|
$
|
1,265
|
$
|
5,183
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
9,349
|
8,366
|
|||||
Bad
debt expense
|
136
|
123
|
|||||
Stock
compensation-net of excess tax benefits
|
107
|
100
|
|||||
Non-compete
agreement amortization-net of payments
|
16
|
-
|
|||||
Provision
for deferred income taxes
|
311
|
190
|
|||||
Reclassification
of unrealized loss on marketable equity securities
|
12
|
-
|
|||||
Gain
on sale of marketable equity securities
|
(120
|
)
|
-
|
||||
Loss
(gain) on sale or disposal of equipment
|
18
|
(109
|
)
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(4,653
|
)
|
(7,193
|
)
|
|||
Prepaid
expenses, inventories, and other assets
|
3,842
|
4,339
|
|||||
Income
taxes payable
|
498
|
2,955
|
|||||
Trade
accounts payable
|
(1,193
|
)
|
2,605
|
||||
Accrued
expenses
|
2,670
|
2,585
|
|||||
Net
cash provided by operating activities
|
12,258
|
19,144
|
|||||
INVESTING
ACTIVITIES:
|
|||||||
Purchases
of property and equipment
|
(32,294
|
)
|
(6,228
|
)
|
|||
Proceeds
from sale or disposal of equipment
|
3,161
|
3,265
|
|||||
Net
purchases of marketable equity securities
|
(1,227
|
)
|
(121
|
)
|
|||
Net
cash used in investing activities
|
(30,360
|
)
|
(3,084
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Borrowings
under line of credit
|
133,774
|
99,215
|
|||||
Repayments
under line of credit
|
(114,964
|
)
|
(114,341
|
)
|
|||
Repayments
of long-term debt
|
(679
|
)
|
(664
|
)
|
|||
Exercise
of stock options
|
83
|
67
|
|||||
Net
cash provided by (used in) financing activities
|
18,214
|
(15,723
|
)
|
||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
112
|
337
|
|||||
CASH
AND CASH EQUIVALENTS-Beginning of period
|
1,040
|
1,129
|
|||||
CASH
AND CASH EQUIVALENTS-End of period
|
$
|
1,152
|
$
|
1,466
|
|||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION-
|
|||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
501
|
$
|
506
|
|||
Income
taxes
|
$
|
76
|
$
|
316
|
|||
NONCASH
INVESTING AND FINANCING ACTIVITIES-
|
|||||||
Purchases
of property and equipment included in accounts payable
|
$
|
1,858
|
$
|
8,541
|
|||
See
notes to condensed consolidated financial statements.
|
Condensed
Consolidated Statements of Stockholders’ Equity
(unaudited)
(in
thousands)
|
|||||||||||||||||||||||||
Common
Stock
Shares
/ Amount
|
Additional
Paid-In Capital
|
Other
Comprehensive Income
|
Accumulated
Other Comprehensive Income
|
Treasury
Stock
|
Retained
Earnings
|
Total
|
|||||||||||||||||||
Balance
at December 31, 2006
|
10,303
|
$
|
114
|
$
|
77,309
|
$
|
3,142
|
$
|
(17,869
|
)
|
$
|
122,332
|
$
|
185,028
|
|||||||||||
Components
of comprehensive income:
|
|||||||||||||||||||||||||
Net
income
|
$
|
1,265
|
1,265
|
1,265
|
|||||||||||||||||||||
Other
comprehensive gain:
|
|||||||||||||||||||||||||
Unrealized
gain on marketable
|
|||||||||||||||||||||||||
securities,
net of tax of $(9)
|
92
|
92
|
92
|
||||||||||||||||||||||
Total
comprehensive income
|
$
|
1,357
|
|||||||||||||||||||||||
Exercise
of stock options-shares issued
|
|||||||||||||||||||||||||
including
tax benefits
|
4
|
83
|
83
|
||||||||||||||||||||||
Share-based
compensation
|
107
|
107
|
|||||||||||||||||||||||
Balance
at March 31, 2007
|
10,307
|
$
|
114
|
$
|
77,499
|
$
|
3,234
|
$
|
(17,869
|
)
|
$
|
123,597
|
$
|
186,575
|
|||||||||||
See
notes to condensed consolidated financial
statements.
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
March
31, 2007
NOTE
A: BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In management’s opinion, all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2007 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2007. For further information, refer to the consolidated financial
statements and the footnotes thereto included in the Company’s annual report on
Form 10-K for the year ended December 31, 2006.
NOTE
B: RECENT ACCOUNTING PRONOUNCEMENTS
In
February 2007, the Financial Accounting Standards Board
(“FASB”) issued Statement of Financial Accounting Standards No. 159,
The
Fair Value Option for Financial Assets and Financial Liabilities— Including an
Amendment of FASB Statement No. 115 (“SFAS
No. 159”). SFAS No. 159 permits an entity the option to measure many financial
instruments and certain other items at fair value on specified election dates.
Unrealized gains and losses on items for which the fair value option has been
elected will be recognized in earnings at each subsequent reporting date. The
fair value option: (a) may be applied instrument by instrument, with few
exceptions, such as investments otherwise accounted for by the equity method;
(b) is irrevocable (unless a new election date occurs); and (c) is applied
only
to entire instruments and not to portions of instruments. Most of the provisions
in SFAS No. 159 are elective; however, the amendment to FASB Statement No.
115,
Accounting
for Certain Investments in Debt and Equity Securities,
applies
to all entities with available-for-sale and trading securities. SFAS No. 159
is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of the
previous fiscal year provided that the entity adopts SFAS No. 159 in the first
120 days of that fiscal year and also elects to apply the provisions of SFAS
No.
157, Fair
Value Measurements.
The
Company did not early-adopt SFAS No. 159 and management is currently evaluating
the impact that adoption of SFAS No. 159 might have on the Company’s
consolidated financial statements.
In
September 2006, the FASB issued Statement of Financial Accounting
Standards No. 158, Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans — an
amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS
No. 158”). SFAS No. 158 requires recognition of a net liability or asset to
report the funded status of defined benefit pension and other postretirement
plans on the balance sheet and recognition (as a component of other
comprehensive income) of changes in the funded status in the year in which
the
changes occur. Additionally, SFAS No. 158 requires measurement of a plan’s
assets and obligations as of the balance sheet date and additional annual
disclosures in the notes to the financial statements. The recognition and
disclosure provisions of SFAS No. 158 are effective for fiscal years ending
after December 15, 2006, while the requirement to measure a plan’s assets
and obligations as of the balance sheet date is effective for fiscal years
ending after December 15, 2008. Adoption of this statement did not have a
material effect on the Company’s consolidated financial statements.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair
Value Measurements
(“SFAS
No. 157”). SFAS No. 157 provides enhanced guidance for using fair value to
measure assets and liabilities, establishes a common definition of fair value,
provides a framework for measuring fair value under United States Generally
Accepted Accounting Principles (“GAAP”) and expands disclosure requirements
about fair value measurements. SFAS No. 157 is effective for financial
statements issued in fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. Management is currently evaluating
the impact that adoption of SFAS No. 157 might have on the Company’s
consolidated financial statements.
In
June
2006, the FASB issued Interpretation No. 48, Accounting
for Uncertainty in Income Taxes
(“FIN
48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise’s financial statements in accordance with Statement of
Financial Accounting Standards No. 109, Accounting
for Income Taxes.
FIN 48
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to
be
taken in a tax return. In addition, FIN 48 provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition and is effective for fiscal years beginning after
December 15, 2006. Adoption of this statement did not have a material effect
on
the Company’s consolidated financial statements.
NOTE
C: MARKETABLE EQUITY SECURITIES
The
Company accounts for its marketable securities in accordance with Statement
of
Financial Accounting Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities
(“SFAS
No. 115”). SFAS No. 115 requires companies to classify their investments as
either trading, available-for-sale or held-to-maturity. The Company’s
investments in marketable securities are classified as available-for-sale and
consist of equity securities. Management determines the appropriate
classification of these securities at the time of purchase and re-evaluates
such
designation as of each balance sheet date. During the first three months of
2007, there were no reclassifications of marketable securities. Marketable
equity securities are carried at fair value, with the unrealized gains and
losses, net of tax, included as a component of accumulated other comprehensive
income in shareholders’ equity. The cost of securities sold is based on the
specific identification method. Interest and dividends on securities classified
as available-for-sale are included in non-operating income. Realized gains
and
losses, and declines in value judged to be other-than-temporary on
available-for-sale securities, if any, are included in the determination of
net
income as gains (losses) on the sale of securities.
As
of
March 31, 2007, these equity securities had a combined cost basis of
approximately $10.5 million and a combined fair market value of approximately
$15.9 million. During the first three months of 2007 the Company received
proceeds of approximately $265,000 for the sale of marketable equity securities
with a combined cost of approximately $145,000, resulting in a realized gain
of
approximately $120,000. For the three months ended March 31, 2007, the Company
had net unrealized gains in market value of approximately $92,000, net of
deferred income taxes. As of March 31, 2007, these securities had gross
unrealized gains of approximately $5.4 million and gross unrealized losses
of
approximately $89,000. As of March 31, 2007, the total net unrealized gain,
net
of deferred income taxes, in accumulated other comprehensive income was
approximately $3.2 million.
The
following table shows the investments that were in a loss position at March
31,
2007 and December 31, 2006 and their related fair value at March 31, 2007 and
December 31, 2006. These investments are all classified as available-for-sale
and consist of equity securities. As of March 31, 2007 and December 31, 2006
there were no investments that had been in a continuous unrealized loss position
for twelve months or longer.
March
31, 2007
|
December
31, 2006
|
||||||||||||
(in
thousands)
|
|||||||||||||
Fair
Value
|
Gross
Unrealized
Losses
|
Fair
Value
|
Gross
Unrealized
Losses
|
||||||||||
Equity
securities with unrealized losses
|
$
|
1,607
|
$
|
89
|
$
|
417
|
$
|
12
|
|||||
Totals
|
$
|
1,607
|
$
|
89
|
$
|
417
|
$
|
12
|
NOTE
D: STOCK BASED COMPENSATION
The
Company maintains a stock option plan under which incentive stock options and
nonqualified stock options may be granted. On March 2, 2006, the Company’s Board
of Director’s adopted, and shareholders later approved, the 2006 Stock Option
Plan (the “2006 Plan”). The 2006 Plan replaces the expired 1995 Stock Option
Plan which had 263,500 options remaining which were never issued. Under the
2006
Plan 750,000 shares are reserved for the issuance of stock options to directors,
officers, key employees and others. The option exercise price under the 2006
Plan is the fair market value of the stock on the date the option is granted.
The fair market value is determined by the average of the highest and lowest
sales prices for a share of the Company’s common stock, on its primary exchange,
on the same date that the option is granted. During 2007, options for 16,000
shares were issued under the 2006 Plan at an option exercise price of $22.92
per
share, and at March 31, 2007, 718,000 shares were available for granting future
options.
Outstanding
incentive stock options at March 31, 2007, must be exercised within six years
from the date of grant and vest in increments of 20% each year. Outstanding
nonqualified stock options at March 31, 2007, must be exercised within five
to
ten years from the date of grant.
In
August
2002, the Company granted performance-based variable stock options for 300,000
shares to certain key executives. The exercise price for these awards was fixed
at the grant date and was equal to the fair market value of the stock on that
date. On the date of grant, options for 60,000 shares vested immediately and
vesting of the options for the remaining 240,000 shares was scheduled to occur
on a straight-line basis each year from March 15, 2003 through March 15, 2008
upon meeting performance criteria. In order to meet the performance criteria,
net income for each fiscal year must be at least equal to 1.05 times net income
for the preceding fiscal year, unless net income for the preceding fiscal year
was zero or negative, in which case net income for the fiscal year must be
at
least 90% of net income for the most recent year with positive income. The
number of shares for which options vest each fiscal year will not be known
until
the date the performance criteria is measured. As of March 31, 2007, options
for
180,000 shares have vested under this 300,000 share option grant (including
those options which immediately vested upon grant) while options for 80,000
shares have been forfeited as the performance criteria were not met for the
fiscal years 2003 and 2004. As of March 31, 2007 it appears remote that the
performance criteria will be met for 2007. Therefore compensation expense
related to these options was not recognized during the first quarter of
2007.
At
March
31, 2007, the Company had stock-based compensation plans with total unrecognized
stock compensation expense of approximately $417,000. Of this amount
approximately $39,000 will be amortized on a straight line basis over the
remaining vesting period and $378,000 will be recognized only if it becomes
probable that the performance criteria required for vesting will be met. As
a
result, the Company expects to recognize approximately $17,000 in additional
compensation expense related to unvested options awards during the remainder
of
2007 and to recognize approximately $22,000 of expense in 2008. Total pre-tax
stock-based compensation expense, recognized in Salaries, wages and benefits
was
approximately $107,000 during the first three months of 2007 and includes
approximately $101,000 recognized as a result of the annual grant of 2,000
shares to each non-employee director during the first quarter of 2007. The
weighted average grant date fair value of options granted during the first
three
months of 2007 was $6.32 per share. The recognition of stock-based compensation
expense decreased diluted and basic earnings per common share by approximately
$0.01 during the three months ending March 31, 2007.
The
fair
value of the Company’s employee stock options was estimated at the date of grant
using a Black-Scholes-Merton (“BSM”) option-pricing model using the following
assumptions:
Three
Months Ended
|
|||
March
31,
|
|||
2007
|
2006
|
||
Dividend
yield
|
0%
|
0%
|
|
Volatility
range
|
37.34%
- 38.54%
|
38.54%
- 38.54%
|
|
Risk-free
rate range
|
4.38%
- 4.48%
|
4.38%
- 4.38%
|
|
Expected
life
|
2.5
years - 5 years
|
5
years
|
|
Fair
value of options
|
$6.32
- $9.45
|
$8.89
- $9.45
|
The
Company has never paid any cash dividends on its common stock and we do not
anticipate paying any cash dividends in the foreseeable future. The estimated
volatility is based on the historical volatility of our stock. The risk free
rate for the periods within the expected life of the option is based on the
U.S.
Treasury yield curve in effect at the time of grant. The expected life of the
options are calculated using temporary guidance provided by the SEC which allows
companies to elect a “simplified method” where the expected life is the average
of the vesting period and the original contractual term. This simplified method
is not available for share option grants after December 31, 2007.
Information
related to option activity for the three months ended March 31, 2007 is as
follows:
Number
of Options
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term
|
Aggregate
Intrinsic Value*
|
||||||||||
(in
years)
|
|||||||||||||
Outstanding-beginning
of year
|
284,500
|
$
|
22.83
|
||||||||||
Granted
|
16,000
|
22.92
|
|||||||||||
Exercised
|
(4,000
|
)
|
20.79
|
||||||||||
Cancelled/forfeited/expired
|
-
|
-
|
|||||||||||
Outstanding
at March 31, 2007
|
296,500
|
$
|
22.86
|
4.9
|
$
|
66,490
|
|||||||
Exercisable
at March 31, 2007
|
254,000
|
$
|
22.84
|
4.8
|
$
|
64,640
|
|||||||
___________________________
|
|||||||||||||
*
The intrinsic value of a stock option is the amount by which the
market
value of the underlying stock exceeds the exercise price of the option.
The per share market value of our common stock, as determined by
the
closing price on March 31, 2007, was
$20.62.
|
The
number, weighted average exercise price and weighted average remaining
contractual life of options outstanding as of March 31, 2007 and the number
and
weighted average exercise price of options exercisable as of March 31, 2007
is
as follows:
Exercise
Price
|
Options
Outstanding
|
Weighted
Average Remaining Contractual Term
|
Options
Exercisable
|
|||
(in
years)
|
||||||
$16.99
|
8,000
|
2.0
|
8,000
|
|||
$18.27
|
12,000
|
3.0
|
12,000
|
|||
$19.88
|
12,500
|
1.5
|
10,000
|
|||
$22.68
|
12,000
|
0.9
|
12,000
|
|||
$22.92
|
16,000
|
5.0
|
16,000
|
|||
$23.22
|
220,000
|
5.5
|
180,000
|
|||
$26.73
|
16,000
|
4.2
|
16,000
|
|||
296,500
|
4.9
|
254,000
|
Cash
received from option exercises totaled approximately $83,000 and $67,000 during
the three months ended March 31, 2007 and March 31, 2006, respectively. The
Company issues new shares upon option exercise.
NOTE
E: SEGMENT INFORMATION
The
Company considers the guidance provided by Statement of Financial Accounting
Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information
(“SFAS
No. 131”), in its identification of operating segments. The Company has
determined that it has a total of eight operating segments whose primary
operations can be characterized as either Truckload Services or Brokerage and
Logistics Services, however in accordance with the aggregation criteria provided
by SFAS No. 131 the Company has determined that the operations of the eight
operating segments can be aggregated into a single reporting segment, motor
carrier operations. Truckload Services revenues and Brokerage and Logistics
Services revenues, each before fuel surcharges, were as follows:
Three
Months Ended March 31,
|
|||||||||||||
2007
|
2006
|
||||||||||||
Amount
|
%
|
Amount
|
%
|
||||||||||
(in
thousands, except percentage data)
|
|||||||||||||
Truckload
Services revenue
|
$
|
78,374
|
89.5
|
$
|
79,705
|
87.7
|
|||||||
Brokerage
and Logistics Services revenue
|
9,170
|
10.5
|
11,144
|
12.3
|
|||||||||
Total
revenues
|
$
|
87,544
|
100.0
|
$
|
90,849
|
100.0
|
|||||||
NOTE
F: TREASURY STOCK
The
Company accounts for Treasury stock using the cost method and as of March 31,
2007, 1,058,600 shares were held in the treasury at an aggregate cost of
approximately $17,869,000. All purchases of Treasury stock were made during
2005.
NOTE
G: COMPREHENSIVE INCOME
Comprehensive
income was comprised of net income plus or minus market value adjustments
related to our interest rate swap agreement and marketable securities. The
components of comprehensive income were as follows:
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Net
income
|
$
|
1,265
|
$
|
5,183
|
|||
Other
comprehensive income (loss):
|
|||||||
Reclassification
adjustment for losses (gains) on derivative instruments
|
|||||||
included
in net income accounted for as hedges, net of income taxes
|
-
|
18
|
|||||
Reclassification
adjustment for unrealized losses (gains) on marketable
|
|||||||
securities
included in net income, net of income taxes
|
7
|
44
|
|||||
Change
in fair value of interest rate swap agreements, net of income
taxes
|
-
|
1
|
|||||
Change
in fair value of marketable securities, net of income
taxes
|
85
|
311
|
|||||
Total
comprehensive income
|
$
|
1,357
|
$
|
5,557
|
NOTE
H: EARNINGS PER SHARE
Diluted
earnings per share computations assume the exercise of stock options to purchase
shares of common stock. The shares assumed exercised are based on the weighted
average number of shares under options outstanding during the period and only
include those options for which the exercise price is less than the average
share price during the period. The net additional shares issuable are calculated
based on the treasury stock method and are added to the weighted average number
of shares outstanding during the period.
A
reconciliation of the basic and diluted income per share computations for the
three months ended March 31, 2007 and 2006 is as follows:
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(in
thousands, except per share data)
|
|||||||
Net
income
|
$
|
1,265
|
$
|
5,183
|
|||
Basic
weighted average common shares outstanding
|
10,305
|
10,288
|
|||||
Dilutive
effect of common stock equivalents
|
3
|
-
|
|||||
Diluted
weighted average common shares outstanding
|
10,308
|
10,288
|
|||||
Basic
earnings per share
|
$
|
0.12
|
$
|
0.50
|
|||
Diluted
earnings per share
|
$
|
0.12
|
$
|
0.50
|
Options
to purchase 264,000 and 242,000 shares of common stock were outstanding at
March
31, 2007 and 2006, respectively, but were not included in the computation of
diluted earnings per share because to do so would have an anti-dilutive
effect.
NOTE
I: INCOME TAXES
The
Company adopted the provisions of FASB Interpretation 48, Accounting
for Uncertainty in Income Taxes
(“FIN
48”), on January 1, 2007. FIN 48 addressed the determination of how tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under FIN 48, the Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the
position will be sustained on examination by taxing authorities, based on the
technical merits of the position. Upon adoption, and as of March 31, 2007,
an
adjustment to the Company’s consolidated financial statements for uncertain tax
positions was not required as management believes that the Company’s tax
positions taken in income tax returns filed or to be filed are supported by
clear and unambiguous income tax laws.
The
Company and its subsidiaries are subject to U.S. and Canadian federal income
tax
laws as well as the income tax laws of multiple state jurisdictions. The major
tax jurisdictions in which we operate generally provide for a deficiency
assessment statute of limitation period of three years and as a result, the
Company’s tax years 2003 through 2006 remain open to examination in those
jurisdictions. The Company recognizes interest and penalties related to
uncertain income tax positions, if any, in income tax expense. During the three
months ended March 31, 2007, the Company has not recognized or accrued any
interest or penalties related to uncertain income tax
positions.
FORWARD-LOOKING
INFORMATION
Certain
information included in this Quarterly Report on Form 10-Q constitutes
“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, 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 SEC. The Company
undertakes no obligation to update or clarify forward-looking statements,
whether as a result of new information, future events or otherwise.
CRITICAL
ACCOUNTING POLICIES
There
have been no material changes to our critical accounting policies and estimates
from the information provided in Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
included
in our Form 10-K for the fiscal year ended December 31, 2006, except as
follows:
Income
Taxes - FIN 48.
In July
2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income
Taxes (“FIN 48”), which became effective for the Company beginning in 2007. FIN
48 addressed the determination of how tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under
FIN 48, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the position will be sustained on
examination by taxing authorities, based on the technical merits of the
position. The application of income tax law to multi-jurisdictional operations
such as those performed by the Company, are inherently complex. Laws and
regulations in this area are voluminous and often ambiguous. As such, we may
be
required to make subjective assumptions and judgments regarding our income
tax
exposures. Interpretations of and guidance surrounding income tax laws and
regulations may change over time which could cause changes in our assumptions
and judgments that could materially affect amounts recognized in the
consolidated financial statements. For additional information with respect
to
accounting for uncertain tax positions, see Note I to our consolidated financial
statements.
BUSINESS
OVERVIEW
The
Company’s administrative headquarters are in Tontitown, Arkansas. From this
location we manage operations conducted through wholly owned subsidiaries based
in various locations around the United States and Canada. The operations of
these subsidiaries can generally be classified into either truckload services
or
brokerage and logistics services. Truckload services include those
transportation services in which we utilize company owned tractors or
owner-operator owned tractors. Brokerage and logistics services consist of
services such as transportation scheduling, routing, mode selection,
transloading and other value added services related to the transportation of
freight which may or may not involve the usage of company owned or
owner-operator owned equipment. Both our truckload operations and our
brokerage/logistics operations have similar economic characteristics and are
impacted by virtually the same economic factors as discussed elsewhere in this
Report. All of the Company’s operations are in the motor carrier
segment.
For
both
operations, substantially all of our revenue is generated by transporting
freight for customers and is predominantly affected by the rates per mile
received from our customers, equipment utilization, and our percentage of
non-compensated miles. These aspects of our business are carefully managed
and
efforts are continuously underway to achieve favorable results. Truckload
services revenues, excluding fuel surcharges, represented 89.5% and 87.7% of
total revenues, excluding fuel surcharges for the three months ended March
31,
2007 and 2006, respectively with remaining revenues, excluding fuel surcharges,
being generated from brokerage and logistics services.
The
main
factors that impact our profitability on the expense side are costs incurred
in
transporting freight for our customers. Currently our most challenging costs
include fuel, driver recruitment, training, wage and benefit costs, independent
broker costs (which we record as purchased transportation), insurance, and
maintenance and capital equipment costs.
In
discussing our results of operations we use revenue, before fuel surcharge,
(and
fuel expense, net of surcharge), because management believes that eliminating
the impact of this sometimes volatile source of revenue allows a more consistent
basis for comparing our results of operations from period to period. During
the
three months ending March 31, 2007 and 2006, approximately $11.3 million and
$9.7 million, respectively, of the Company’s total revenue was generated from
fuel surcharges. We also discuss certain changes in our expenses as a percentage
of revenue, before fuel surcharge, rather than absolute dollar changes. We
do
this because we believe the high variable cost nature of certain expenses makes
a comparison of changes in expenses as a percentage of revenue more meaningful
than absolute dollar changes.
RESULTS
OF OPERATIONS - TRUCKLOAD SERVICES
The
following table sets forth, for truckload services, the percentage relationship
of expense items to operating revenues, before fuel surcharges, for the periods
indicated. Fuel costs are shown net of fuel surcharges.
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(percentages)
|
|||||||
Operating
revenues, before fuel surcharge
|
100.0
|
100.0
|
|||||
Operating
expenses:
|
|||||||
Salaries,
wages and benefits
|
42.3
|
41.0
|
|||||
Fuel
expense, net of fuel surcharge
|
17.3
|
16.2
|
|||||
Rent
and purchased transportation
|
2.2
|
1.3
|
|||||
Depreciation
and amortization
|
11.9
|
10.5
|
|||||
Operating
supplies and expenses
|
9.6
|
7.4
|
|||||
Operating
taxes and license
|
5.6
|
5.1
|
|||||
Insurance
and claims
|
5.8
|
5.3
|
|||||
Communications
and utilities
|
0.9
|
0.8
|
|||||
Other
|
1.8
|
1.7
|
|||||
(Gain)
loss on sale or disposal of property
|
0.0
|
(0.1
|
)
|
||||
Total
operating expenses
|
97.4
|
89.2
|
|||||
Operating
income
|
2.6
|
10.8
|
|||||
Non-operating
income
|
0.3
|
0.1
|
|||||
Interest
expense
|
(0.6
|
)
|
(0.6
|
)
|
|||
Income
before income taxes
|
2.3
|
10.3
|
THREE
MONTHS ENDED MARCH 31, 2007 VS. THREE MONTHS ENDED MARCH 31,
2006
For
the
quarter ended March 31, 2007, truckload services revenue, before fuel
surcharges, decreased 1.7% to $78.4 million as compared to $79.7 million for
the
quarter ended March 31, 2006. The decrease was primarily due to a 5.6% decrease
in the average rate per total mile charged to customers from approximately
$1.37
during the first quarter 2006 to approximately $1.29 during the first quarter
of
2007. Partially offsetting the decrease in revenue related to rates was an
increase in the number of miles traveled as the average number of company-owned
tractors increased from 1,739 tractors during the first quarter of 2006 to
2,018
during the first quarter of 2007. These additional tractors contributed to
an
increase of 4.2% in the number of miles traveled and an increase of 4.9% in
the
number of loads transported. However, due to a softer freight market during
the
first quarter of 2007 as compared to the first quarter of 2006, lower equipment
utilization resulted in the average miles traveled each work day per tractor
decreasing from 508 miles each work day in the first quarter of 2006 to 458
miles each work day in the first quarter of 2007.
Salaries,
wages and benefits increased from 41.0% of revenues, before fuel surcharges,
in
the first quarter of 2006 to 42.3% of revenues, before fuel surcharges, during
the first quarter of 2007. The increase relates primarily to an increase in
driver wages as a percentage of revenue generated as the Company experienced
a
lower average rate charged to the customer without a corresponding decrease
in
the driver pay rate. To a lesser degree, the effect of lower revenues without
a
corresponding decrease in those wages with fixed cost characteristics, such
as
general and administrative wages, also contributed to the increase in salaries,
wages and benefits as a percentage of revenues, before fuel surcharges.
Partially offsetting the increases discussed above was a decrease in amounts
accrued for employee bonus plans.
Fuel
expense increased from 16.2% of revenues, before fuel surcharges, during the
first quarter of 2006 to 17.3% of revenues, before fuel surcharges, during
the
first quarter of 2007. Fuel costs, net of fuel surcharges, increased from $12.9
million during the first quarter of 2006 to $13.5 million during the first
quarter of 2007. The increase relates primarily to the combined effect of an
increase in the average price paid by the Company per gallon of diesel fuel
and
a lower miles-per-gallon (mpg) ratio experienced by the Company during the
first
quarter of 2007 as compared to the first quarter of 2006. During periods of
rising fuel prices the Company is often able to recoup a portion of the increase
through fuel surcharges passed along to its customers. The Company collected
approximately $9.4 million in fuel surcharges during the first quarter of 2006
and $11.0 million during the first quarter of 2007.
Rent
and
purchased transportation increased from 1.3% of revenues, before fuel
surcharges, during the first quarter of 2006 to 2.2% of revenues, before fuel
surcharges, during the first quarter of 2007. The increase relates to an
increase in amounts paid to third party transportation companies for intermodal
services.
Depreciation
and amortization increased from 10.5% of revenues, before fuel surcharges,
during the first quarter of 2006 to 11.9% of revenues, before fuel surcharges,
during the first quarter of 2007. Depreciation expense increased from $8.4
million during the first quarter of 2006 to $9.3 million during the first
quarter of 2007 primarily as a result of fleet expansion and higher new tractor
and trailer prices coupled with decreased residual trade-in values guaranteed
by
the manufacturer. The Company increased its tractor fleet from an average count
of 1,739 units during the first quarter of 2006 to an average count of 2,018
units during the first quarter of 2007. The Company also increased its trailer
fleet from an average count of 4,061 units during the first quarter of 2006
to
an average count of 4,231 units during the first quarter of 2007. The fixed
cost
nature of the Company’s depreciation expense also contributed to the increase in
depreciation expense as a percentage of revenues as revenues decreased for
the
three months ending March 31, 2007 as compared to March 31, 2006.
Operating
supplies and expenses increased from 7.4% of revenues, before fuel surcharges,
during the first quarter of 2006 to 9.6% of revenues, before fuel surcharges,
during the first quarter of 2007. The increase relates primarily to an increase
in amounts paid to third party driver training schools and for tractor repairs
expense as the Company had approximately 280 more tractors in-service during
the
first quarter of 2007 as compared to tractors in-service during the first
quarter of 2006.
Insurance
and claims expense increased from 5.3% of revenues, before fuel surcharges,
during the first quarter of 2006 to 5.8% of revenues, before fuel surcharges,
during the first quarter of 2007. The increase relates primarily to an increase
in auto liability insurance premiums which are determined based on a negotiated
rate-per-mile with the Company’s insurance carrier. As a result, insurance
expense increased as the number of miles traveled increased from 58.1 million
during the first quarter of 2006 to 60.6 million during the first quarter of
2007. Also, during the third quarter of 2006 the Company’s auto liability
insurance policy expired and was renewed with a rate-per-mile increase of
approximately 4.4% which also contributed to the increase for the periods
compared.
The
truckload services division operating ratio, which measures the ratio of
operating expenses, net of fuel surcharges, to operating revenues, before fuel
surcharges, increased from 89.2% for the first quarter 2006 to 97.4% for the
first quarter of 2007.
RESULTS
OF OPERATIONS - LOGISTICS AND BROKERAGE SERVICES
The
following table sets forth, for logistics and brokerage services, the percentage
relationship of expense items to operating revenues, before fuel surcharges,
for
the periods indicated. Brokerage service operations occur specifically in
certain divisions; however, brokerage operations occur throughout the Company
in
similar operations having substantially similar economic characteristics. Rent
and purchased transportation, which includes costs paid to third party carriers,
are shown net of fuel surcharges.
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2007
|
2006
|
||||||
(percentages)
|
|||||||
Operating
revenues, before fuel surcharge
|
100.0
|
100.0
|
|||||
Operating
expenses:
|
|||||||
Salaries,
wages and benefits
|
6.2
|
4.8
|
|||||
Fuel
expense, net of fuel surcharge
|
0.0
|
0.0
|
|||||
Rent
and purchased transportation
|
88.0
|
89.2
|
|||||
Depreciation
and amortization
|
0.0
|
0.0
|
|||||
Operating
supplies and expenses
|
0.0
|
0.0
|
|||||
Operating
taxes and license
|
0.0
|
0.0
|
|||||
Insurance
and claims
|
0.1
|
0.1
|
|||||
Communications
and utilities
|
0.3
|
0.3
|
|||||
Other
|
2.2
|
1.4
|
|||||
(Gain)
loss on sale or disposal of property
|
0.0
|
0.0
|
|||||
Total
operating expenses
|
96.8
|
95.8
|
|||||
Operating
income
|
3.2
|
4.2
|
|||||
Non-operating
income
|
0.0
|
0.0
|
|||||
Interest
expense
|
(0.4
|
)
|
(0.5
|
)
|
|||
Income
before income taxes
|
2.8
|
3.7
|
THREE
MONTHS ENDED MARCH 31, 2007 VS. THREE MONTHS ENDED MARCH 31,
2006
For
the
quarter ended March 31, 2007, logistics and brokerage services revenue, before
fuel surcharges, decreased 17.7% to $9.2 million as compared to $11.1 million
for the quarter ended March 31, 2006. The decrease was primarily the result
of a
19.7% decrease in the number of loads brokered during the first quarter of
2007
as compared to the first quarter of 2006.
Salaries,
wages and benefits increased from 4.8% of revenues, before fuel surcharges,
in
the first quarter of 2006 to 6.2% of revenues, before fuel surcharges, during
the first quarter of 2007. The increase relates to the effect of lower revenues
without a corresponding decrease in those wages with fixed cost characteristics,
such as general and administrative wages.
Rent
and
purchased transportation decreased from 89.2% of revenues, before fuel
surcharges, during the first quarter of 2006 to 88.0% of revenues, before fuel
surcharges during the first quarter of 2007. The decrease relates to a decrease
in amounts charged by third party logistics and brokerage service providers
primarily as a result of a more competitive and softer freight market during
the
first quarter of 2007 as compared to the first quarter of 2006.
The
logistics and brokerage services division operating ratio, which measures the
ratio of operating expenses, net of fuel surcharges, to operating revenues,
before fuel surcharges, increased from 95.8% for the first quarter 2006 to
96.8%
for the first quarter of 2007.
RESULTS
OF OPERATIONS - COMBINED SERVICES
THREE
MONTHS ENDED MARCH 31, 2007 VS. THREE MONTHS ENDED MARCH 31,
2006
Net
income for all divisions was approximately $1.3 million, or 1.4% of revenues,
before fuel surcharge for the first quarter of 2007 as compared to $5.2 million
or 5.7% of revenues, before fuel surcharge for the first quarter of 2006. The
decrease in net income resulted in a decrease in diluted earnings per share
to
$0.12 for the first quarter of 2007 compared to $0.50 for the first quarter
of
2006.
LIQUIDITY
AND CAPITAL RESOURCES
The
growth of our business has required, and will continue to require, a significant
investment in new revenue equipment. Our primary sources of liquidity have
been
funds provided by operations, proceeds from the sales of revenue equipment,
issuances of equity securities, and borrowings under our lines of
credit.
During
the first three months of 2007, we generated $12.2 million in cash from
operating activities. Investing activities used $30.4 million in cash in the
first three months of 2007. Financing activities provided $18.2 million in
cash
in the first three months of 2007.
Our
primary use of funds is for the purchase of revenue equipment. We typically
use
our existing lines of credit on an interim basis, proceeds from the sale or
trade of equipment, and cash flows from operations, to finance capital
expenditures and repay long-term debt. During the first three months of 2007,
we
utilized cash on hand and our lines of credit to finance revenue equipment
purchases of approximately $31.1 million.
Occasionally
we finance the acquisition of revenue equipment through installment notes with
fixed interest rates and terms ranging from 36 to 48 months, however as of
March
31, 2007, we had no outstanding indebtedness under such installment
notes.
In
order
to maintain our tractor and trailer fleet count it is often necessary to
purchase replacement units and place them in service before trade units are
removed from service. The timing difference created during this process often
requires the Company to pay for new units without any reduction in price for
trade units. In this situation, the Company later receives payment for the
trade
units as they are delivered to the equipment vendor and have passed vendor
inspection. During the three months ended March 31, 2007, the Company received
approximately $2.3 million for tractors delivered for trade and expects to
receive approximately $21.2 million during the remainder of the
year.
During
the remainder of the year, we expect to purchase approximately 505 new tractors
and approximately 725 trailers while continuing to sell or trade older
equipment, which we expect to result in net capital expenditures of
approximately $36.1 million. Management believes we will be able to finance
our
near term needs for working capital over the next twelve months, as well as
acquisitions of revenue equipment during such period, with cash balances, cash
flows from operations, and borrowings believed to be available from financing
sources. We will continue to have significant capital requirements over the
long-term, which may require us to incur debt or seek additional equity capital.
The availability of additional capital will depend upon prevailing market
conditions, the market price of our common stock and several other factors
over
which we have limited control, as well as our financial condition and results
of
operations. Nevertheless, based on our recent operating results, current cash
position, anticipated future cash flows, and sources of financing that we expect
will be available to us, we do not expect that we will experience any
significant liquidity constraints in the foreseeable future.
We
maintain a $20.0 million revolving line of credit and a $30.0 million revolving
line of credit (Line A and Line B, respectively) with separate financial
institutions. Amounts outstanding under Line A bear interest at LIBOR
(determined as of the first day of each month) plus 1.25% (6.57% at March 31,
2007), are secured by our accounts receivable and mature on May 31, 2007,
however the Company has the intent and ability to extend the terms of this
line
of credit for an additional one year period until May 31, 2008. At March 31,
2007 outstanding advances on line A were approximately $18.6 million, including
$310,000 in letters of credit, with availability to borrow $1.4 million. Amounts
outstanding under Line B bear interest at LIBOR (determined on the last day
of
the previous month) plus 1.15% (6.47% at March 31, 2007), are secured by revenue
equipment and mature on June 30, 2008. At March 31, 2007, $22.5 million,
including $2.5 million in letters of credit were outstanding under Line B with
availability to borrow $7.5 million.
Trade
accounts receivable at March 31, 2007 increased approximately $4.4 million
as
compared to December 31, 2006. The increase resulted from a general increase
in
revenue, which flows through the accounts receivable account, during the month
of March 2007 as compared to the revenues generated during the month of December
2006.
Prepaid
expenses and deposits at March 31, 2007 decreased approximately $4.0 million
as
compared to December 31, 2006. The decrease reflects the amortization of prepaid
tractor and trailer license fees and auto liability insurance premiums. In
December 2006 approximately $2.9 million of the 2007 license fees and
approximately $3.0 million of the 2007 auto liability insurance premiums were
paid in advance. These prepaid expenses will be amortized to expense through
the
remainder of the year.
Revenue
equipment, which generally consists of tractors, trailers, and revenue equipment
accessories such as Qualcomm™ satellite tracking units, increased approximately
$11.6 million as compared to December 31, 2006. This increase is primarily
the
result of an increase in the size of the Company’s tractor fleet by
approximately 145 units as compared to December 31, 2006.
Accounts
payable at March 31, 2007 decreased approximately $13.6 million as compared
to
December 31, 2006. Approximately $12.4 million of the decrease is related to
the
payment of accounts payable to vendors for tractors received in December 2006
but not paid for until the payment due date in January 2007. The net decrease
also reflects a decrease of approximately $1.9 million in amounts accrued under
employee bonus plans and a $2.1 million decrease in amounts reclassified as
bank
drafts outstanding at March 31, 2007 as compared to December 31, 2006. Partially
offsetting these decreases was an increase in amounts accrued for fuel purchases
of approximately $2.2 million.
Accrued
expenses and other liabilities at March 31, 2007 increased approximately $2.7
million as compared to December 31, 2006. The increase is primarily related
to
an increase in amounts accrued at the end of the period for employee wages
and
benefits which can vary significantly throughout the year depending on many
factors, including the timing of the actual date employees are paid in relation
to the last day of the reporting period.
Long-term
debt at March 31, 2007 increased approximately $18.6 million as compared to
December 31, 2006. The increase is primarily related to an increase in the
balance due on the Company’s lines of credit at March 31, 2007 as compared to
December 31, 2006. During the first three months of 2007 the Company borrowed
approximately $18.8 million more than it repaid under its lines of credit in
order to finance the purchase of revenue equipment during the first quarter
of
2007 and to reduce accounts payable related to 2006 revenue equipment purchases
discussed above.
NEW
ACCOUNTING PRONOUNCEMENTS
See
Note
B to the condensed consolidated financial statements for a description of the
most recent accounting pronouncements and their impact, if any, on the
Company.
Our
primary market risk exposures include equity price risk, interest rate risk,
and
commodity price risk (the price paid to obtain diesel fuel for our tractors).
The potential adverse impact of these risks and the general strategies we employ
to manage such risks are discussed below.
The
following sensitivity analyses do not consider the effects that an adverse
change may have on the overall economy nor do they consider additional actions
we may take to mitigate our exposure to such changes. Actual results of changes
in prices or rates may differ materially from the hypothetical results described
below.
Equity
Price Risk
We
hold
certain actively traded marketable equity securities which subjects the Company
to fluctuations in the fair market value of its investment portfolio based
on
current market price. The recorded value of marketable equity securities
increased to $15.9 million at March 31, 2007 from $14.4 million at December
31,
2006. The increase during the first three months of 2007 reflects additional
purchases of approximately $1.5 million, sales of approximately $150,000, and
an
increase in the fair market value of approximately $100,000. A 10% decrease
in
the market price of our marketable equity securities would cause a corresponding
10% decrease in the carrying amounts of these securities, or approximately
$1.6
million. For additional information with respect to the marketable equity
securities, see Note C to our consolidated financial statements.
Interest
Rate Risk
Our
two
lines of credit each bear interest at a floating rate equal to LIBOR plus a
fixed percentage. Accordingly, changes in LIBOR, which are effected by changes
in interest rates, will affect the interest rate on, and therefore our costs
under, the lines of credit. Assuming $20.0 million of variable rate debt was
outstanding, a hypothetical 100 basis point increase in LIBOR for a one year
period would result in approximately $200,000 of additional interest
expense
Commodity
Price Risk
Prices
and availability of all petroleum products are subject to political, economic
and market factors that are generally outside of our control. Accordingly,
the
price and availability of diesel fuel, as well as other petroleum products,
can
be unpredictable. Because our operations are dependent upon diesel fuel,
significant increases in diesel fuel costs could materially and adversely affect
our results of operations and financial condition. Based upon our 2006 fuel
consumption, a 10% increase in the average annual price per gallon of diesel
fuel would increase our annual fuel expenses by $9.7 million.
Evaluation
of disclosure controls and procedures.
In
accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Company's management evaluated, with the participation
of
the Company's President and Chief Executive Officer and Chief Financial Officer,
the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) as of March 31, 2007. Based upon that evaluation of these
disclosure controls and procedures, the President and Chief Executive Officer
and the Chief Financial Officer concluded that the disclosure controls and
procedures were effective as of March 31, 2007 so that material information
relating to the Company, including its consolidated subsidiaries, was made
known
to them by others within those entities, particularly during the period in
which
this quarterly report on Form 10-Q was being prepared.
Changes
in internal controls over financial reporting.
There
was no change in the Company's internal control over financial reporting that
occurred during the quarter ended March 31, 2007 that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.
PART
II.
OTHER INFORMATION
The
nature of our business routinely results in litigation, primarily involving
claims for personal injuries and property damage incurred in the transportation
of freight. We believe that all such routine litigation is adequately covered
by
insurance and that adverse results in one or more of those cases would not
have
a material adverse effect on our financial condition.
Exhibits
required by Item 601 of Regulation S-K:
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 of the Company's Form 10-Q filed on May
15,
2002)
|
3.2
|
Amended
and Restated By-Laws of the Registrant (incorporated by reference
to
Exhibit 3.2 of the Company's Form 8-K filed on January 22,
2007.)
|
31.1
|
Rule
13a-14(a) Certification of Principal Executive Officer
|
31.2
|
Rule
13a-14(a) Certification of Principal Financial Officer
|
32.1
|
Section
1350 Certification of Chief Executive Officer
|
32.2
|
Section
1350 Certification of Chief Financial
Officer
|
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 thereunto
duly authorized.
P.A.M.
TRANSPORTATION SERVICES, INC.
|
|
Dated:
May 4, 2007
|
By:
/s/ Robert W. Weaver
|
Robert
W. Weaver
|
|
President
and Chief Executive Officer
|
|
(principal
executive officer)
|
|
Dated:
May 4, 2007
|
By:
/s/ Larry J. Goddard
|
Larry
J. Goddard
|
|
Vice
President-Finance, Chief Financial
|
|
Officer,
Secretary and Treasurer
|
|
(principal
accounting and financial officer)
|
|
Index
to
Exhibits to Form 10-Q
Exhibit
Number
|
Exhibit
Description
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 of the Company's Form 10-Q filed on May
15,
2002.)
|
|
3.2
|
Amended
and Restated By-Laws of the Registrant (incorporated by reference
to
Exhibit 3.2 of the Company's Form 8-K filed on January 22,
2007.)
|
|
Rule
13a-14(a) Certification of Principal Executive Officer
|
||
Rule
13a-14(a) Certification of Principal Financial Officer
|
||
Section
1350 Certification of Chief Executive Officer
|
||
Section
1350 Certification of Chief Financial
Officer
|
20