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, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic, including from any future spikes or outbreaks of the virus, or other public health crises, as well as from the implementation of government actions taken in response to the pandemic; increases or rapid fluctuations in fuel prices, inflation, 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 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.

CRITICAL ACCOUNTING POLICIES

Except as noted below, 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, 2021.

Business Combinations. Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components such as a settlement of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction.





                                       16

--------------------------------------------------------------------------------


  Table of Contents



BUSINESS OVERVIEW

The Company is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. Unless the context otherwise requires, this report presents information regarding the Company and its subsidiaries on a consolidated basis. The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly-owned subsidiaries based in various locations around the United States and in Mexico and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company-owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage and logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this report.

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 67.0% and 66.4% of total revenues, excluding fuel surcharges, for the three months ended September 30, 2022 and 2021, respectively. Truckload services revenues, excluding fuel surcharges, represented 65.8% and 66.9% of total revenues, excluding fuel surcharges, for the nine months ended September 30, 2022 and 2021, respectively. The remaining revenues, excluding fuel surcharges, were 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 benefits costs, independent broker costs (which we record as purchased transportation), insurance, maintenance and capital equipment costs.

In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel 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 ended September 30, 2022 and 2021, approximately $36.2 million and $16.8 million, respectively, of the Company's total revenue was generated from fuel surcharges. During the nine months ended September 30, 2022 and 2021, approximately $93.9 million and $46.6 million, respectively, of the Company's total revenue was generated from fuel surcharges. We may 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 variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

On July 13, 2021 and March 8, 2022, our Board of Directors declared 2-for-1 forward stock splits of the shares of our common stock, each of which was effected in the form of a 100% stock dividend. The stock splits entitled each shareholder of record at the close of business on July 30, 2021 and March 18, 2022, respectively, to receive one additional share of common stock for each share of common stock owned as of that date. The stock splits were paid on August 16, 2021 and March 29, 2022, respectively. Upon the completion of the August 2021 stock split, our outstanding shares increased from approximately 5.7 million shares to approximately 11.4 million shares. Upon the completion of the March 2022 stock split, our outstanding shares increased from approximately 11.1 million shares to approximately 22.2 million shares. All share and per share amounts in this quarterly report on Form 10-Q give effect to these stock splits and have been adjusted retrospectively, where applicable, for all periods presented. See Note A to the condensed consolidated financial statements for additional information on the stock split.

On June 14, 2022, newly formed subsidiaries of the Company completed the acquisition of substantially all the assets and certain liabilities of Metropolitan Trucking, Inc. and related entities ("Metropolitan"). Metropolitan was a 320-truck dry van truckload carrier, with the East Coast serving as its primary operating territory. The purchase price paid at closing included approximately $15.5 million in assumed debt and $64.3 million paid using available cash balances. The Company is currently operating these assets through its newly formed subsidiary, Met Express, Inc. See Note P to the condensed consolidated financial statements for more information regarding this acquisition.





IMPACT OF COVID-19

The Company's primary concern during the COVID-19 pandemic has been to do its part to protect its employees, customers, vendors and the general public from the spread of COVID-19 while continuing to serve the vital role of supplying essential goods to the nation. For essential functions, including our driving professionals, we have distributed cleaning and protective supplies to various terminals so that they are available to those that need them, increased cleaning frequency and coverage, and provided employees direction on precautionary measures, such as sanitizing truck interiors, personal hygiene, and social distancing. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.





                                       17

--------------------------------------------------------------------------------

Table of Contents

While we and most of our customers have returned to normal operations and economic activity continued to increase during the periods presented, we continue to monitor ongoing developments with the COVID-19 pandemic. Any future waves or outbreaks of alternative strains of the virus could adversely impact our future operations and financial results.

The ultimate extent of the pandemic's impact on the Company's financial and operating results, which could be material, will be determined by the length of time the pandemic continues, its continued severity, further government regulations imposed in response to the pandemic and the pandemic's continued effect on the economy and transportation demand.

The Company believes we will be able to continue to finance our near-term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources.

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 reported net of fuel surcharges.





                                          Three Months Ended              Nine Months Ended
                                             September 30,                  September 30,
                                         2022             2021           2022            2021
                                                            (percentages)

Operating revenues, before fuel
surcharge                                   100.0           100.0           100.0          100.0

Operating expenses:
Salaries, wages and benefits                 32.8            29.2            30.5           31.9
Operating supplies and expenses               8.1             8.0             7.1            9.2
Rent and purchased transportation            25.2            24.3            25.7           23.4
Depreciation                                 11.0            11.2            11.2           13.7
Insurance and claims                          3.5             3.1             4.8            3.3
Other                                         2.9             2.4             2.7            2.4
Gain on sale or disposal of
property                                     (0.9 )          (0.3 )          (0.7 )         (0.3 )
Total operating expenses                     82.6            77.9            81.3           83.6
Operating income                             17.4            22.1            18.7           16.4
Non-operating (expense) income               (0.9 )           0.1            (0.5 )          1.9
Interest expense                             (1.0 )          (1.3 )          (1.0 )         (1.7 )
Income before income taxes                   15.5            20.9            17.2           16.6



THREE MONTHS ENDED SEPTEMBER 30, 2022 VS. THREE MONTHS ENDED SEPTEMBER 30, 2021

During the third quarter of 2022, truckload services revenue, before fuel surcharges, increased 31.3% to $145.0 million as compared to $110.4 million during the third quarter of 2021. The increase in revenue was primarily the result of increases in the total number of miles driven during the third quarter of 2022 compared to the third quarter of 2021. The average number of trucks in our fleet during the third quarter of 2022 increased compared to the third quarter of 2021 due to the acquisition of the assets of Metropolitan Trucking, Inc. and to organic fleet growth.

Salaries, wages and benefits increased from 29.2% of revenues, before fuel surcharges, in the third quarter of 2021 to 32.8% of revenues, before fuel surcharges, during the third quarter of 2022. This percentage-based increase is primarily a result of an increase in average driver pay, an increase in the percentage of total miles driven by company drivers in lieu of owner-operators and the organic growth of our driver fleet during the third quarter of 2022, coupled with the addition of employees due to the acquisition of Metropolitan Trucking, Inc. during the second quarter of 2022.

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 77.9% for the third quarter of 2021 to 82.6% for the third quarter of 2022.

Non-operating income (expense) decreased from income of 0.1% of revenues, before fuel surcharges, during the third quarter of 2021 to expense of 0.9% of revenues, before fuel surcharges, during the third quarter of 2022. This decrease primarily resulted from the change in the market values of our portfolio of marketable equity securities. The Company recorded a $2.4 million decrease in the market value of our marketable equity securities in non-operating income (expense) during the third quarter of 2022, compared to a $0.5 million decrease in the market value of our marketable equity securities during the third quarter of 2021.





                                       18

--------------------------------------------------------------------------------

Table of Contents

NINE MONTHS ENDED SEPTEMBER 30, 2022 VS. NINE MONTHS ENDED SEPTEMBER 30, 2021

For the nine months ended September 30, 2022, truckload services revenue, before fuel surcharges, increased 35.4% to $404.7 million as compared to $298.8 million for the nine months ended September 30, 2021. The increase in revenue was primarily the result of an increase in the average rate per mile charged to our customers during the first nine months of 2022 compared to first nine months of 2021. Also contributing to the increase was an increase in total miles driven for the first nine months of 2022 compared to the first nine months of 2021.

Salaries, wages and benefits decreased from 31.9% of revenues, before fuel surcharges, in the first nine months of 2021 to 30.5% of revenues, before fuel surcharges, during the first nine months of 2022. The percentage-based decrease is primarily a result of the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, and operations wages with an increase in revenues for the periods compared.

Operating supplies and expenses decreased from 9.2% of revenues, before fuel surcharges, during the first nine months of 2021 to 7.1% of revenues, before fuel surcharges, during the first nine months of 2022. The percentage-based decrease relates primarily to a decrease in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, which decreased as a result of increased fuel surcharge collections from customers. Fuel surcharge collections can fluctuate significantly from period to period as they are generally based on changes in fuel prices from period to period so that, during periods of rising fuel prices, fuel surcharge collections increase, while fuel surcharge collections decrease during periods of falling fuel prices. Fuel surcharge revenue generated from transportation services performed by owner-operators is reflected as a reduction in net operating supplies and expenses, while fuel surcharges paid to owner-operators for their services is reported along with their base rate of pay in the rent and purchased transportation category. These categorizations have the effect of reducing our net operating supplies and expenses while increasing the rent and purchased transportation category, as discussed below.

Rent and purchased transportation increased from 23.4% of revenues, before fuel surcharges, during the first nine months of 2021 to 25.7% of revenues, before fuel surcharges, during the first nine months of 2022. The increase was primarily due an increase in the rates charged by third-party carriers during the first nine months of 2022 compared to the first nine months of 2021. Also contributing to the increase were an increase in the average number of owner-operators under contract from 374 during the first nine months of 2021 to 391 during the first nine months of 2022, as well as an increase in the average rate per mile, including fuel surcharges, paid to owner-operators during the respective periods.

Depreciation decreased from 13.7% of revenues, before fuel surcharges, during the first nine months of 2021 to 11.2% of revenues, before fuel surcharges, during the first nine months of 2022. This decrease is primarily a result of the interaction of an increase in operating revenues with the fixed-cost nature of depreciation expense. Due to the fixed-cost nature of depreciation, an increase in operating revenues, before fuel surcharge, without a corresponding proportional increase in depreciation, decreases depreciation expense as a percentage of operating revenues.

Insurance and claims expense increased from 3.3% of revenues, before fuel surcharges, during the first nine months of 2021 to 4.8% of revenues before fuel surcharges, during the first nine months of 2022. This increase resulted from an increase in litigation reserves due to a preliminary settlement agreement regarding the minimum wage lawsuit discussed in Note L to our condensed consolidated financial statements and to increases in loss reserves.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 83.6% for the first nine months of 2021 to 81.3% for the first nine months of 2022.





                                       19

--------------------------------------------------------------------------------

Table of Contents

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.





                                        Three Months Ended                Nine Months Ended
                                           September 30,                    September 30,
                                       2022             2021             2022            2021
                                                           (percentages)

Operating revenues, before fuel
surcharge                                 100.0            100.0            100.0           100.0

Operating expenses:
Salaries, wages and benefits                4.6              4.8              4.6             4.6
Rent and purchased
transportation                             80.4             83.0             81.5            83.5
Other                                       0.7              0.8              0.8             0.8
Total operating expenses                   85.7             88.6             86.9            88.9
Operating income                           14.3             11.4             13.1            11.1
Non-operating (expense) income             (0.8 )           (0.1 )           (0.4 )           0.8
Interest expense                           (0.6 )           (0.7 )           (0.6 )          (0.8 )
Income before income taxes                 12.9             10.6             12.1            11.1



THREE MONTHS ENDED SEPTEMBER 30, 2022 VS. THREE MONTHS ENDED SEPTEMBER 30, 2021

During the third quarter of 2022, logistics and brokerage services revenue, before fuel surcharges, increased 27.9% to $71.5 million as compared to $55.9 million during the third quarter of 2021. The increase relates to an increase in the number of loads serviced and to an increase in the average rates charged to customers during the third quarter of 2022 as compared to the third quarter of 2021.

Rents and purchased transportation decreased from 83.0% of revenues, before fuel surcharges, during the third quarter of 2021 to 80.4% of revenues, before fuel surcharges, during the third quarter of 2022. The decrease resulted from paying third-party carriers a smaller percentage of customer revenue.

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, improved from 88.6% for the third quarter of 2021 to 85.7% for the third quarter of 2022.

NINE MONTHS ENDED SEPTEMBER 30, 2022 VS. NINE MONTHS ENDED SEPTEMBER 30, 2021

During the first nine months of 2022, logistics and brokerage services revenue, before fuel surcharges, increased 42.5% to $210.6 million as compared to $147.8 million during the first nine months of 2021. The increase relates to an increase in the number of loads serviced and in the average rates charged to customers during the first nine months of 2022 as compared to the first nine months of 2021.

Rents and purchased transportation decreased from 83.5% of revenues, before fuel surcharges, during the first nine months of 2021 to 81.5% of revenues, before fuel surcharges, during the first nine months of 2022. The decrease resulted from paying third-party carriers a smaller percentage of customer revenue.

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, improved from 88.9% for the first nine months of 2021 to 86.9% for the first nine months of 2022.

RESULTS OF OPERATIONS - COMBINED SERVICES

THREE MONTHS ENDED SEPTEMBER 30, 2022 VS. THREE MONTHS ENDED SEPTEMBER 30, 2021

Net income for all divisions was approximately $24.6 million, or 11.3% of revenues, before fuel surcharges for the third quarter of 2022 as compared to net income of $21.4 million, or 12.8% of revenues, before fuel surcharges for the third quarter of 2021. The increase in net income resulted in diluted earnings per share of $1.09 for the third quarter of 2022 as compared to diluted earnings per share of $0.93 for the third quarter of 2021.





                                       20

--------------------------------------------------------------------------------

Table of Contents

NINE MONTHS ENDED SEPTEMBER 30, 2022 VS. NINE MONTHS ENDED SEPTEMBER 30, 2021

Net income for all divisions was approximately $72.7 million, or 11.8% of revenues, before fuel surcharges for the first nine months of 2022 as compared to net income of $48.6 million, or 10.9% of revenues, before fuel surcharges for the first nine months of 2021. The increase in net income resulted in a diluted earnings per share of $3.24 for the first nine months of 2022 as compared to diluted earnings per share of $2.12 for the first nine months of 2021.

LIQUIDITY AND CAPITAL RESOURCES

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, and borrowings under our credit facilities, installment notes, and investment margin account.

During the first nine months of 2022, we generated $120.1 million in cash from operating activities. Investing activities used $95.6 million in cash in the first nine months of 2022. Financing activities generated $0.2 million in cash in the first nine months of 2022.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing line 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 nine months of 2022, we utilized cash on hand, installment notes, and our line of credit to finance purchases of revenue equipment and other assets of approximately $107.3 million, including the purchase of assets associated with the Metropolitan business acquisition.

We commonly finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 36 to 84 months. During the first nine months of 2022, the Company's subsidiary, P.A.M. Transport, Inc., entered into installment obligations totaling approximately $76.8 million, including $35.5 million for the financing of real estate and $41.3 million for the purpose of purchasing revenue equipment and other assets. These obligations are payable in monthly installments.

During the remainder of 2022, we expect to purchase approximately 130 new trucks and 200 new trailers while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $20.5 million.

We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.

During the first nine months of 2022, we maintained a revolving line of credit. Amounts outstanding under the line bear interest at Term SOFR plus 1.35% (4.33% at September 30, 2022), are secured by our trade accounts receivable and mature on July 1, 2024. An "unused fee" of 0.25% is charged if average borrowings are less than $18.0 million. At September 30, 2022 outstanding advances on the line of credit were approximately $0.4 million, consisting of letters of credit, with availability to borrow $59.6 million.

Trade accounts receivable increased from $121.9 million at December 31, 2021 to $155.2 million at September 30, 2022. The increase resulted from an increase in freight revenues, which flow through accounts receivable, during the third quarter of 2022 as compared to the fourth quarter of 2021.

Prepaid expenses and deposits increased from $11.0 million at December 31, 2021 to $12.0 million at September 30, 2022. The decrease relates to the prepayment of policy renewals during the third quarter of 2022, offset by the normal amortization of items prepaid as of December 31, 2021.

Revenue equipment increased from $520.8 million at December 31, 2021 to $625.6 million at September 30, 2022. The increase is primarily due to the acquisition of trucks and trailers as part of the acquisition of Metropolitan Trucking during the second quarter of 2022.

Marketable equity securities decreased from $39.4 million at December 31, 2021 to $36.0 million at September 30, 2022. The $3.4 million decrease was due to a decrease in the market value of held marketable equity securities of $4.3 million and the purchase of marketable equity securities with a combined purchase cost of approximately $0.9 million during the first nine months of 2022.

Accounts payable increased from $43.4 million at December 31, 2021 to $54.7 million at September 30, 2022. This increase was primarily attributable to an increase in the amount due to third-party carriers as of September 30, 2022.

Accrued expenses and other liabilities increased from $14.1 million at December 31, 2021 to $24.8 million at September 30, 2022. The increase is primarily due to accruals of legal reserves during the first nine months of 2022.





                                       21

--------------------------------------------------------------------------------

Table of Contents

Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time. Long-term debt and current maturities of long-term debt, on an aggregate basis, increased from $222.3 million at December 31, 2021 to $257.3 million at September 30, 2022. The increase was primarily related to the financing of certain real estate holdings to generate $35.5 million in available cash during the first three months of 2022 and to the assumption of $12.6 million of installment debt associated with the acquisition of Metropolitan Trucking during the second quarter of 2022.

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.

© Edgar Online, source Glimpses