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, ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; litigation, including litigation related to alleged violations under the Fair Labor Standards Act and the Arkansas Minimum Wage Law; 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

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, 2019.

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 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 81.7% of total revenues, excluding fuel surcharges, for the three months ended March 31, 2020 and 81.6% for the three months ended March 31, 2019. 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 March 31, 2020 and 2019, approximately $17.3 million and $18.3 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.


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IMPACT OF COVID-19

The Company's primary concern during the COVID-19 pandemic is 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. Where possible, our employees are working remotely from their homes. 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.

As the escalation of the COVID-19 pandemic has extended into the second quarter, the Company has experienced the increasing effects of weakening economic conditions, most notably the late March COVID-19 related shutdown of automotive customers, representing approximately 45% of the Company's revenue. While we have vigorously sought to replace lost automotive revenue with freight from customers supporting the effort to supply essential goods to the nation, competition for this freight has increased as industry capacity has collectively focused on freight that has continued to move during this time. Based on reports from the auto industry, we are optimistic that production will resume soon, returning a large portion of our lost revenue. However, the ultimate magnitude of COVID-19, including the extent of its 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, government regulations imposed in response to the pandemic, and to its general effect on the economy and transportation demand.

While operating cash flows may be negatively impacted by the pandemic, the Company believes we will be able 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
                                                     March 31,
                                                 2020          2019
                                                   (percentages)

Operating revenues, before fuel surcharge 100.0 100.0



Operating expenses:
Salaries, wages and benefits                        34.7         33.3
Operating supplies and expenses                      6.9          5.7
Rent and purchased transportation                   26.9         30.3
Depreciation                                        15.6         14.5
Insurance and claims                                   -          4.5
Other                                                6.0          3.1

Loss/(gain) on sale or disposal of property 0.1 (0.4 ) Total operating expenses

                            90.2         91.0
Operating income                                     9.8          9.0
Non-operating income/(expense)                      (8.7 )        3.5
Interest expense                                    (2.2 )       (2.0 )
(Loss)/income before income taxes                   (1.1 )       10.5




THREE MONTHS ENDED MARCH 31, 2020 VS. THREE MONTHS ENDED MARCH 31, 2019

During the first quarter of 2020, truckload services revenue, before fuel surcharges, increased 1.4% to $91.3 million as compared to $90.0 million during the first quarter of 2019. The increase in revenue was primarily the result of increases in our average fleet size and average rate per mile charged to our customers during the first quarter 2020 compared to the first quarter 2019. These increases were partially offset by a decrease in the total number of miles driven per truck for the first quarter of 2020 compared to the first quarter of 2019.

Salaries, wages and benefits increased from 33.3% of revenues, before fuel surcharges, in the first quarter of 2019 to 34.7% of revenues, before fuel surcharges, during the first quarter of 2020. The increase relates primarily to an increase in company driver wages paid during 2020 compared to 2019. The increase in driver wages relates primarily to route specific pay increases that were phased in throughout 2019. In addition, the proportion of total miles driven by company drivers increased as the number of company drivers increased year-over-year.





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Operating supplies and expenses increased from 5.7% of revenues, before fuel surcharges, during the first quarter of 2019 to 6.9% of revenues, before fuel surcharges, during the first quarter of 2020. The increase relates primarily to an increase in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, which was a result of decreased 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. Also contributing to the increase was an increase in the proportion of total miles driven by company drivers for the quarter ended March 31, 2020 compared to March 31, 2019. This increase in miles driven by company drivers has the effect of increasing our net operating supplies and expenses while decreasing the Rent and purchased transportation category, as 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.

Rent and purchased transportation decreased from 30.3% of revenues, before fuel surcharges, during the first quarter of 2019 to 26.9% of revenues, before fuel surcharges, during the first quarter of 2020. The decrease was primarily due to a decrease in the number of loads transported by third party carriers during the first quarter 2020 compared to the first quarter 2019. This decrease occurred as the average number of company-owned trucks increased for the first quarter 2020 compared to the first quarter 2019, providing additional company-owned capacity and diminishing the need to utilize third party carriers.

Depreciation increased from 14.5% of revenues, before fuel surcharges, during the first quarter of 2019 to 15.6% of revenues, before fuel surcharges, during the first quarter of 2020. This increase is primarily the result of an increase in the average number of trucks and trailers in our fleet for the first quarter of 2020 compared to the first quarter of 2019.

Insurance and claims expense decreased from 4.5% of revenues, before fuel surcharges, during the first quarter of 2019 to 0.0% of revenues before fuel surcharges, during the first quarter of 2020. This decrease primarily resulted from the settlement during the quarter ended March 31, 2020 of a lawsuit brought against the Company by individuals who asserted they were misclassified as owner-operators. The amount of the settlement was less than the amount previously reserved for the suit. Also contributing to the decrease was a reduction in auto liability insurance premiums, as the Company became self-insured for certain layers of auto liability claims in excess of $1.0 million commencing September 1, 2019. During the first three months of 2019, the Company paid for auto liability insurance coverage for claims in excess of $1.0 million through various third-party insurance carriers.

Other expenses increased from 3.1% of revenues, before fuel surcharges, during the first quarter of 2019 to 6.0% of revenues, before fuel surcharges, during the first quarter of 2020. This increase related primarily to an increase in amounts expensed for legal fees incurred during the quarter related to the exploration of a potential acquisition and certain litigation described in Note L to our Condensed Consolidated Financial Statements.

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 91.0% for the first quarter of 2019 to 90.2% for the first quarter of 2020.

Non-operating (expense)/income decreased from 3.5% of revenues, before fuel surcharges, during the first quarter of 2019 to (8.7%) of revenues, before fuel surcharges, during the first quarter of 2020. This decrease primarily resulted from a decrease in the market value of the Company's portfolio of marketable equity securities during the quarter ended March 31, 2020 compared to an increase in market value for the portfolio during the same period in 2019. The Company recorded a loss in market value of approximately $8.8 million in non-operating income during the first quarter of 2020, compared to a $3.2 million gain in the market value of our equity securities during the first quarter of 2019.





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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
                                                   March 31,
                                               2020          2019
                                                 (percentages)

Operating revenues, before fuel surcharge 100.0 100.0



Operating expenses:
Salaries, wages and benefits                       5.4          5.4
Rent and purchased transportation                 89.4         84.9
Other                                              2.7          2.1
Total operating expenses                          97.5         92.4
Operating income                                   2.5          7.6
Non-operating income/(expense)                    (5.2 )        1.7
Interest expense                                  (1.2 )       (1.0 )
(Loss)/income before income taxes                 (3.9 )        8.3




THREE MONTHS ENDED MARCH 31, 2020 VS. THREE MONTHS ENDED MARCH 31, 2019

During the first quarter of 2020, logistics and brokerage services revenue, before fuel surcharges, increased 0.9% to $20.5 million as compared to $20.3 million during the first quarter of 2019. The increase relates to an increase in the number of loads during the first quarter of 2020 as compared to the first quarter of 2019.

Rents and purchased transportation increased from 84.9% of revenues, before fuel surcharges, during the first quarter of 2019 to 89.4% of revenues, before fuel surcharges, during the first quarter of 2020. The increase results from paying third party carriers a larger 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, increased from 92.4% for the first quarter of 2019 to 97.5% for the first quarter of 2020.

Non-operating income/(expense) decreased from 1.7% of revenues, before fuel surcharges, during the first quarter of 2019 to (5.2%) of revenues, before fuel surcharges, during the first quarter of 2020. This decrease primarily resulted from a decrease in the market value of the Company's portfolio of marketable equity securities during the quarter ended March 31, 2020 compared to an increase in market value for the portfolio during the same period in 2019. The Company recorded a loss in market value of approximately $8.8 million in non-operating income during the first quarter of 2020, compared to a $3.2 million gain in the market value of our equity securities during the first quarter of 2019.

RESULTS OF OPERATIONS - COMBINED SERVICES

THREE MONTHS ENDED MARCH 31, 2020 VS. THREE MONTHS ENDED MARCH 31, 2019

Operating income for all divisions was approximately $9.5 million, or 8.5% of revenues, before fuel surcharges, for the first quarter of 2020 as compared to operating income of approximately $9.7 million, or 8.8% of revenues, before fuel surcharges, for the first quarter of 2019. Net loss for all divisions was approximately $1.3 million, or 1.2% of revenues, before fuel surcharges for the first quarter of 2020 as compared to net income of $8.3 million, or 7.5% of revenues, before fuel surcharges for the first quarter of 2019. The decrease in net income resulted in a diluted loss per share of $(0.23) for the first quarter of 2020 as compared to diluted earnings per share of $1.39 for the first quarter of 2019.

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, issuances of equity securities, and borrowings under our lines of credit, installment notes, and our investment margin account.


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During the first three months of 2020, we generated $23.6 million in cash from operating activities. Investing activities used $20.9 million in cash in the first three months of 2020. Financing activities used $2.6 million in cash in the first three months of 2020.

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 three months of 2020, we utilized cash on hand, installment notes, and our lines of credit to finance purchases of revenue equipment and other assets of approximately $35.6 million.

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 three months of 2020, the Company's subsidiary, P.A.M. Transport, Inc., entered into installment obligations totaling approximately $12.5 million for the purpose of purchasing revenue equipment. These obligations are payable in 60 monthly installments.

During the remainder of 2020, we expect to purchase approximately 450 new trucks while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $33.5 million. We have not altered our equipment replenishment cycle or planned capital expenditure in reaction to the COVID-19 pandemic. Management believes we will be able 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. 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 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 three months of 2020, we maintained a revolving line of credit. Amounts outstanding under the line bear interest at LIBOR (determined as of the first day of each month) plus 1.25% (2.83% at March 31, 2020), are secured by our trade accounts receivable and mature on July 1, 2022. An "unused fee" of 0.25% is charged if average borrowings are less than $18.0 million. At March 31, 2020 outstanding advances on the line of credit were approximately $26.1 million, including approximately $0.4 million in letters of credit, with availability to borrow $33.9 million.

Trade accounts receivable increased from $61.8 million at December 31, 2019 to $66.1 million at March 31, 2020. The increase relates to a general increase in freight revenues, which flows through the accounts receivable account, at the end of the first quarter of 2020 as compared to the end of the last quarter of 2019.

Marketable equity securities decreased from $29.5 million at December 31, 2019 to $23.2 million at March 31, 2020. The $6.3 million decrease in market value was primarily the result of an approximate $8.8 million decrease in the value of marketable securities held at the end of the quarter and sales of marketable equity securities with a cost basis of approximately $1.2 million. These decreases were partially offset by the purchase of marketable equity securities with a combined market value of approximately $3.7 million during the first quarter 2020.

The Company purchased a 51.6 acre terminal in Laredo, TX which includes office, shop, and yard space during the quarter ended March 31, 2020. This transaction resulted in an increase of $8.8 million in Land and $10.9 million in Structures and improvements recorded in our Condensed Consolidated Balance Sheet as of March 31, 2020.

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 $241.8 million at December 31, 2019 to $249.2 million at March 31, 2020. The increase was primarily related to the net effect of additional borrowings received during the first three months of 2020, partially offset by installment note payments made during the quarter.





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.





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