PAMT 10-K & 10-Q changes, risk factors and insider trading
Pamt Corp. · Nasdaq · Trucking (No Local) · CIK 798287 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
In order to prevent terrorist attacks, federal, state and municipal authorities have implemented and continue to follow various security measures, including checkpoints and travel restrictions on large trucks. Our international operations in Canada and Mexico may be affected significantly if there are any disruptions or closures of border traffic due to security measures. Such measures may have costs associated with them, which, in connection with the transportation services we provide, we or our independent contractors could be forced to bear. Further, a terrorist attack,see in full comparisonwar,military conflict (including the ongoing conflicts in the Ukraine and the Middle East, the recent U.S. military action against Iran and retaliatory actions taken by the Iranian government, or any future conflict), or risk of future suchan event,events, also may have an adverse effect on the economy. A decline in economic activity could adversely affect our revenue or restrict our future growth. Instability in the financial markets as a result ofadomestichealthorpandemic,international conflicts, terrorism orwarpolitical instability also could affect our ability to raise capital. In addition, the insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically or such coverage could be unavailable in the future.
“On April 23, 2021, a decree was published that reforms various laws in Mexico regarding labor outsourcing. Under this new decree, operating companies are no longer able to source their labor resources used to carry out core business functions from service entities or third-party providers and could be subject to the loss of tax deductions and value-added tax credits on payments to outsourced personnel and certain penalties for failing to comply with the new requirements. The passage of this decree has not had a material adverse impact on our business and financial results to date.”see in full comparison
see in full comparisonTheIn 2025, the United Stateshas recently initiated implementation ofimplemented significant new tariffs on imports from Canada, Mexico and China, including 25% tariffs on goods imported from Mexico and Canada. While the tariffs on Mexico and Canada have been suspended on more than oneoccasion,occasion and the U.S. Supreme Court in February 2026 struck down the legal basis for the tariffs under the International Emergency Economic Powers Act, President Trump has announced he intends to implement new across-the-board tariffs under a different legal authority, subject to certain exemptions under the United States-Canada-Mexico Agreement. The outlook remains uncertain as to whether such tariffs, and any resulting retaliatory tariffs on U.S. exports by those countries, will ultimately be implemented and how long they may be in effect. The imposition and enforcement of new tariffs on goods imported from Mexico or Canada, or vice versa, could adversely affect our business operations and financial results. A significant portion of our business is dependent on the automotive manufacturing industry and its suppliers, which have substantial operations in Mexico. Any increase in tariffs could lead to higher costs and reduced consumer demand for automotive products sold by our customers that are imported or exported to or from the United States. This, in turn, may result in reduced demand for our transportation services, particularly our cross-border and Mexico freight business, as customers seek to mitigate increased expenses by reducing production, sourcing components from alternative locations, or modifying their supply chain strategies. This could reduce the volume of goods transported by us, thereby affecting our operational efficiency and financial performance. In addition to the direct impact on our customers, the broader economic implications of tariffs could lead to further fluctuations in cross-border or general freight volumes and affect our operations and our ability to maintain consistent service levels. Any such disruptions could necessitate adjustments in our operational strategies, increase our costs and negatively impact our revenue and profitability.
By the nature of our operations we are exposed to the potential for a variety of litigation, including personal injury claims, vehicular collisions and accidents, alleged violations of federal and state labor and employment laws, such as class-action lawsuits alleging wage and hour violations and improper pay, commercial and contract disputes, cargo loss and property damage claims. While we purchase insurance coverage at levels we deem adequate, we recently reached a preliminary agreement to settle litigation over an auto-liability claim for an amount that substantially exceeds our insurance coverage, which materially and adversely affected our financial results for the fourth quarter of 2025. It is possible that future litigation may similarly exceed our insurance coverage or may not be covered by insurance. We accrue a provision for a litigation matter according to applicable accounting standards based on the ongoing assessment of the strengths and weaknesses of the litigation, its likelihood of success, and an evaluation of the possible range of loss. Our inability to defend ourselves against a significant litigation claim could have a material adverse effect on our financial results.see in full comparison
Our business may be harmed by terrorist attacks,see in full comparisonfutureanti-terrorismwarmeasures, military conflicts oranti-terrorismpoliticalmeasures.instability.
Our future insurance and claims expenses have recently and might in the future exceed historical levels, which could reduce our earnings. The Company is self-insured for a material portion of auto liability claims in excess of two million dollars and for health and workers’ compensation insurance up to certain limits. The actual cost to settle self-insured claims can differ from amounts reserved due to various uncertainties, including the ultimate severity of the claims and potential amounts required to defend and settle claims. During the fourth quarter of 2025, we incurred a $26.5 million increase in our auto-liability reserve as a result of our reaching a preliminary agreement to settle a significant auto-liability claim that exceeds our applicable insurance coverage. If claims costs continue to increase, if we experience significant additional claims for which we are self-insured or if the severity or number of claimssee in full comparisonincrease,increases, and if we are unable to offset the resulting increases in expenses with higher freight rates, our earnings could be materially and adversely affected. Healthcare legislation and inflationary cost increases could also have a negative effect on our results.
Full comparison: every changed paragraph (9)
TheIn 2025, the United States has recently initiated implementation ofimplemented significant new tariffs on imports from Canada, Mexico and China, including 25% tariffs on goods imported from Mexico and Canada. While the tariffs on Mexico and Canada have been suspended on more than one occasion,occasion and the U.S. Supreme Court in February 2026 struck down the legal basis for the tariffs under the International Emergency Economic Powers Act, President Trump has announced he intends to implement new across-the-board tariffs under a different legal authority, subject to certain exemptions under the United States-Canada-Mexico Agreement. The outlook remains uncertain as to whether such tariffs, and any resulting retaliatory tariffs on U.S. exports by those countries, will ultimately be implemented and how long they may be in effect. The imposition and enforcement of new tariffs on goods imported from Mexico or Canada, or vice versa, could adversely affect our business operations and financial results. A significant portion of our business is dependent on the automotive manufacturing industry and its suppliers, which have substantial operations in Mexico. Any increase in tariffs could lead to higher costs and reduced consumer demand for automotive products sold by our customers that are imported or exported to or from the United States. This, in turn, may result in reduced demand for our transportation services, particularly our cross-border and Mexico freight business, as customers seek to mitigate increased expenses by reducing production, sourcing components from alternative locations, or modifying their supply chain strategies. This could reduce the volume of goods transported by us, thereby affecting our operational efficiency and financial performance. In addition to the direct impact on our customers, the broader economic implications of tariffs could lead to further fluctuations in cross-border or general freight volumes and affect our operations and our ability to maintain consistent service levels. Any such disruptions could necessitate adjustments in our operational strategies, increase our costs and negatively impact our revenue and profitability.
The EPA and the NHTSA jointly developed new standards for various vehicles, including heavy duty trucks, that were adopted in August 2011 and cover model years 2014 through 2018. The standard adopted for heavy duty trucks was intended to achieve a reduction in CO2 and fuel consumption ranging from 7% to 20% by model year 2017. In August 2016, the EPA and NHTSA finalized the second phase of these standards which will further reduce greenhouse gas emissions and fuel consumption for heavy duty trucks through model year 2027. In December 2022, the EPA finalized an additional phase of standards which is intended to reduce nitrous oxide (NOx) emissions to 0.035 grams per horsepower-hour during normal operation, 0.05 grams at low load and 10.0 grams at idle for vehicles with model years 2027 and above. In March 2024, the EPA finalized the third phase of standards, which aim to reduce greenhouse gas emissions from heavy duty vehicles with model years 2028 to 2032, including tractor-trailers. ComplianceAlthough the Trump Administration recently revoked the legal basis for the EPA and NHTSA standards, compliance with these federal and state requirements has increased the cost of our equipmentequipment, and any enforcement of the EPA and NHTSA standards or implementation of similar standards by future federal administrations may further increase the cost of replacement equipment in the future.
Our future insurance and claims expenses have recently and might in the future exceed historical levels, which could reduce our earnings. The Company is self-insured for a material portion of auto liability claims in excess of two million dollars and for health and workers’ compensation insurance up to certain limits. The actual cost to settle self-insured claims can differ from amounts reserved due to various uncertainties, including the ultimate severity of the claims and potential amounts required to defend and settle claims. During the fourth quarter of 2025, we incurred a $26.5 million increase in our auto-liability reserve as a result of our reaching a preliminary agreement to settle a significant auto-liability claim that exceeds our applicable insurance coverage. If claims costs continue to increase, if we experience significant additional claims for which we are self-insured or if the severity or number of claims increase,increases, and if we are unable to offset the resulting increases in expenses with higher freight rates, our earnings could be materially and adversely affected. Healthcare legislation and inflationary cost increases could also have a negative effect on our results.
By the nature of our operations we are exposed to the potential for a variety of litigation, including personal injury claims, vehicular collisions and accidents, alleged violations of federal and state labor and employment laws, such as class-action lawsuits alleging wage and hour violations and improper pay, commercial and contract disputes, cargo loss and property damage claims. While we purchase insurance coverage at levels we deem adequate, we recently reached a preliminary agreement to settle litigation over an auto-liability claim for an amount that substantially exceeds our insurance coverage, which materially and adversely affected our financial results for the fourth quarter of 2025. It is possible that future litigation may similarly exceed our insurance coverage or may not be covered by insurance. We accrue a provision for a litigation matter according to applicable accounting standards based on the ongoing assessment of the strengths and weaknesses of the litigation, its likelihood of success, and an evaluation of the possible range of loss. Our inability to defend ourselves against a significant litigation claim could have a material adverse effect on our financial results.
On April 23, 2021, a decree was published that reforms various laws in Mexico regarding labor outsourcing. Under this new decree, operating companies are no longer able to source their labor resources used to carry out core business functions from service entities or third-party providers and could be subject to the loss of tax deductions and value-added tax credits on payments to outsourced personnel and certain penalties for failing to comply with the new requirements. The passage of this decree has not had a material adverse impact on our business and financial results to date.
Our business may be harmed by terrorist attacks, futureanti-terrorism warmeasures, military conflicts or anti-terrorismpolitical measures.instability.
In order to prevent terrorist attacks, federal, state and municipal authorities have implemented and continue to follow various security measures, including checkpoints and travel restrictions on large trucks. Our international operations in Canada and Mexico may be affected significantly if there are any disruptions or closures of border traffic due to security measures. Such measures may have costs associated with them, which, in connection with the transportation services we provide, we or our independent contractors could be forced to bear. Further, a terrorist attack, war,military conflict (including the ongoing conflicts in the Ukraine and the Middle East, the recent U.S. military action against Iran and retaliatory actions taken by the Iranian government, or any future conflict), or risk of future such an event,events, also may have an adverse effect on the economy. A decline in economic activity could adversely affect our revenue or restrict our future growth. Instability in the financial markets as a result of adomestic healthor pandemic,international conflicts, terrorism or warpolitical instability also could affect our ability to raise capital. In addition, the insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically or such coverage could be unavailable in the future.
Although shares of our common stock are traded on the NASDAQ Global Market, the average daily trading volume in our common stock is less than that of other larger transportation and logistics companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of the common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the daily average trading volume of our common stock, significant sales of the common stock in a brief period of time, or the expectation of these sales, could cause a decline in the price of our common stock. Additionally, low trading volumes may limit a stockholder’sshareholder’s ability to sell shares of our common stock.
We currently do not anticipate paying future cash dividends on our common stock. Any determination to pay future dividends and other distributions in cash, stock, or property by the Company in the future will be at the discretion of our Board of Directors and will be dependent on then-existing conditions, including our financial condition and results of operations and contractual restrictions. Therefore, stockholdersshareholders should not rely on future dividend income from shares of our common stock.
Management's Discussion & Analysis (MD&A)
New heading “2025 Compared to 2024”
New heading “2025 Compared to 2024”
New heading “2025 Compared to 2024”
Removed heading “2023 Compared to 2022”
Removed heading “2023 Compared to 2022”
Removed heading “2023 Compared to 2022”
Largest changes
“Gains (losses) on disposition of equipment increased from a loss of 0.2% of revenues, before fuel surcharges, for the year ended December 31, 2024 to a gain of 4.3% of revenues, before fuel surcharges, for the year ended December 31, 2025. The Company recognized a net loss on disposition of equipment of approximately $0.8 million during 2024, compared to net gains of approximately $15.5 million during 2025. …”see in full comparison
“Property and equipment increased by approximately $65.4 million from $771.1 as of December 31, 2023 to $836.5 million as of December 31,2024. This increase is primarily attributable to the purchase of $144.2 million of revenue equipment partially offset by the disposal of approximately $93.8 million of revenue equipment during 2024. Also contributing to the increase was the purchase of property in El Paso, Texas that will serve as an additional terminal for our truckload operations and the construction of a driver training facility at our corporate headquarters in Tontitown, Arkansas. …”see in full comparison
“Impairment loss accounted for 0% of revenues, before fuel surcharges, during 2025, compared to 1.5% of revenues, before fuel surcharges, during 2024. …”see in full comparison
“The Company recognizes a 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. As of December 31, 2023, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been 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. …”see in full comparison
“Additionally, s of December 31, 2025, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been 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 recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2025 and 2024, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.”see in full comparison
Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, 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. Duringsee in full comparison20242025 and2023,2024, we utilized cash on hand,installmentlong-termnotes,debt, and our lines of credit to finance purchases of revenue equipmentpurchasesand other assets of approximately$143.5$40.7 million and$113.5$195.7 million, respectively. In addition, we acquired approximately $61.9 million and $50.0 million of revenue equipment through vendor-direct financing arrangements during 2025 and 2024, respectively. These non-cash financing arrangements provide an additional source of liquidity for acquiring new equipment but do not result in cash inflows or outflows and, accordingly, are not reflected in the consolidated statement of cash flows.
Full comparison: every changed paragraph (59)
The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly-owned subsidiaries based in variousthe locations around thecontinental United States, Mexico, and Canada.Canada conducted through our wholly-owned subsidiaries. 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- ownedCompany-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.report. Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280-10-50-11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company are aggregated into a single motor carrier segment.
2025 Compared to 2024
For the year ended December 31, 2025, truckload services revenue, before fuel surcharges, decreased 14.8% to $359.6 million as compared to $422.0 million for the year ended December 31, 2024. The decrease relates primarily to an 8.3% decrease in total miles travelled from 178.6 million during the year ended December 31, 2024 to 163.8 million for the year ended December 31, 2025 and to a 3.8% decrease in our rate per mile, from $2.10 for the year ended December 31, 2024 to $2.02 for the year ended December 31, 2025. The reduction in total miles was primarily driven by a 10.4% reduction in the average number of trucks operated offset by a 2.7% improvement in average miles driven by each truck during the year ended December 31, 2025 compared to the year ended December 31, 2024. The reduction in truck count and miles resulted from a less favorable freight market year over year, characterized by an oversupply of available trucks in the market compared to available freight.
Salaries, wages and benefits increased from 38.9% of revenues, before fuel surcharges, during 2024 to 42.0% of revenues, before fuel surcharges, during 2025. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.
Rent and purchased transportation increased from 26.1% of revenues, before fuel surcharges, during 2024 to 27.4% of revenues, before fuel surcharges, during 2025. The increase was primarily due to an increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Depreciation expense decreased from 23.3% of revenues, before fuel surcharges, for the year ended December 31, 2024 to 22.6% of revenues, before fuel surcharges, for the year ended December 31, 2025. The decrease is primarily attributable to the absence of the incremental depreciation recognized in 2024 resulting from the Company’s change in accounting estimates related to the useful lives and salvage values of revenue equipment. As previously disclosed, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment, which increased depreciation expense in that period. Depreciation expense in 2025 reflects the continued application of those revised estimates but does not include a comparable incremental impact from an additional change in estimate. Although depreciation decreased as a percentage of revenue year over year, it remains elevated relative to 2023 due to the ongoing effect of the shorter estimated useful lives and lower salvage values established in 2024, as well as the continued replacement of revenue equipment at costs that remain above historical levels. In addition, the fixed-cost nature of depreciation expense, combined with lower operating revenues in 2025, affects period-over-period comparability of depreciation as a percentage of revenue.
Impairment loss accounted for 0% of revenues, before fuel surcharges, during 2025, compared to 1.5% of revenues, before fuel surcharges, during 2024. Although management continues to believe that market conditions for used revenue equipment have deteriorated since their peak in 2022, the Company performed a recoverability analysis of its long-lived asset groups during the year ended December 31, 2025 and concluded that the carrying amounts of all applicable asset groups were recoverable, as the estimated future undiscounted cash flows for each asset group exceeded its respective carrying value. Accordingly, no impairment loss was recognized during 2025. In contrast, during the year ended December 31, 2024, management determined that certain asset groups of trucks and trailers were impaired, resulting in an impairment loss of approximately $6.4 million, or $0.22 loss per share, net of tax.
Insurance and claims increased from 4.6% of revenues, before fuel surcharges, during 2024 to 12.9% of revenues, before fuel surcharges, during 2025. The increase is attributable to an increase in the Company’s auto-liability reserve during the fourth quarter of 2025. This increase in auto-liability reserve is due to an agreement in principle to settle a significant auto-liability claim in which the Company was a named defendant. The total settlement amount is $30.0 million, of which $26.5 million represents the Company’s net exposure after consideration of applicable insurance coverage.
Gains (losses) on disposition of equipment increased from a loss of 0.2% of revenues, before fuel surcharges, for the year ended December 31, 2024 to a gain of 4.3% of revenues, before fuel surcharges, for the year ended December 31, 2025. The Company recognized a net loss on disposition of equipment of approximately $0.8 million during 2024, compared to net gains of approximately $15.5 million during 2025. The increase was primarily attributable to higher disposition volumes in 2025, including the sale of approximately 650 additional trailers and 250 additional trucks compared to 2024, as well as the sale of certain equipment whose carrying values had been reduced in 2024 as a result of impairment charges. The increased volume of disposals was driven in part by the reduction in estimated useful lives of trailers implemented in 2024, which accelerated the planned retirement and disposal of certain assets that were not previously expected to be sold in 2025.
Non-operating income increased from 1.9% of revenues, before fuel surcharges, during 2024 to 2.8% of revenues, before fuel surcharges, during 2025. This increase resulted primarily from an increase in the market value of our marketable equity securities portfolio and an increase in the Company’s net realized gains from the sale of certain marketable equity securities during the year-ended December 31, 2025 as compared to the year ended December 31, 2024.
Interest expense increased from 2.9% of revenues, before fuel surcharges, for the year ended December 31, 2024 to 4.7% of revenues, before fuel surcharges, for the year ended December 31, 2025. The increase was primarily attributable to a net increase in long-term debt of approximately $8.3 million, consisting of $91.9 million of equipment financing obtained during 2025, partially offset by $83.6 million of long-term debt repayments. The weighted-average interest rate on debt incurred during 2025 was 5.71%, compared to 5.17% for debt incurred prior to 2025 that remained outstanding as of December 31, 2025, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in 2025, also increased interest expense as a percentage of revenue.
The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 118.4% for 2025 from 111.2% for 2024.
2023 Compared to 2022
For the year ended December 31, 2023, truckload services revenue, before fuel surcharges, decreased 14.8% to $460.9 million as compared to $540.9 million for the year ended December 31, 2022. The decrease relates primarily to a 14.2% decrease in our rate per loaded mile, from $2.92 for the year ended December 31, 2022 to $2.51 for the year ended December 31, 2023 and to a 0.8% decrease in loaded miles from 185.0 million for the year ended December 31, 2022 to 183.8 million for the year ended December 31, 2023. The decrease in rate per loaded mile reflects the challenging freight rate environment across our industry during 2023, while the slight reduction in loaded miles was largely due to the impacts of the automotive plant shutdowns during the UAW strikes in September and October 2023, partially offset by an increase in our average truck count during 2023 attributable to the acquisition of Metropolitan Trucking assets in June 2022.
Salaries, wages and benefits increased from 31.3% of revenues, before fuel surcharges, during 2022 to 37.8% of revenues, before fuel surcharges, during 2023. The percentage-based increase relates primarily to an increase in the percentage of miles driven by company-employed drivers, as opposed to third-party owner-operators for the year-ended December 31, 2023 compared to December 31, 2022. The increase also relates to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.
Operating supplies and expenses increased from 6.8% of revenues, before fuel surcharges, during 2022 to 11.8% of revenues, before fuel surcharges, during 2023. The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue. The increase also relates to an increase in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to decreased fuel surcharge collections from customers for the year ended December 31, 2023 compared to December 31, 2022.
Rent and purchased transportation decreased from 26.0% of revenues, before fuel surcharges, during 2022 to 23.5% of revenues, before fuel surcharges, during 2023. The decrease was primarily due to a decrease in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers for the year-ended December 31, 2023 compared to December 31, 2022. The decrease also relates to a decrease in the rates paid to third-party owner-operators for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Depreciation increased from 11.3% of revenues, before fuel surcharges, during 2022 to 13.8% of revenues, before fuel surcharges, during 2023. The increase relates primarily to an increase in cost for replacement revenue equipment compared to the cost of retired equipment and to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.
Insurance and claims increased from 6.0% of revenues, before fuel surcharges, during 2022 to 6.7% of revenues, before fuel surcharges, during 2023. This increase relates primarily to an increase in the rate per mile paid for auto liability insurance combined with a decrease in our revenue rate per mile.
Non-operating income increased from 0.5% of revenues, before fuel surcharges, during 2022 to 1.2% of revenues, before fuel surcharges, during 2023. This increase resulted primarily from an increase in interest income recognized, as well as a larger increase in the market value of our marketable equity securities portfolio at December 31, 2023 as compared to December 31, 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 to 97.7% for 2023 from 83.7% for 2022.
2025 Compared to 2024
For the year ended December 31, 2025, logistics and brokerage services revenues, before fuel surcharges, decreased 19.3% to $167.0 million as compared to $207.0 million for the year ended December 31, 2024. The decrease relates to a reduction in the average rates charged to customers year to year, coupled with a 25.4% decrease in brokered loads year over year. The brokerage market continued to be negatively impacted by downward rate pressure driven by the challenging truckload rate environment.
Rent and purchased transportation increased from 86.6% of revenues, before fuel surcharges, in 2024 to 89.3% of revenues, before fuel surcharges, in 2025. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.
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 to 98.7% for 2025 from 94.9% for 2024.
For the year ended December 31, 2024, logistics and brokerage services revenues, before fuel surcharges, decreased 15.6% to $207.0 million as compared to $245.2 million for the year ended December 31, 2023. The decrease relates to a reduction in the average rates charged to customers year to year, while total brokered loads remained flat.flat, Theas truckloadthe brokerage market continues to bewas negatively impacted by downward rate pressure driven by the challenging truckload rate environment.
2023 Compared to 2022
For the year ended December 31, 2023, logistics and brokerage services revenues, before fuel surcharges, decreased 11.7% to $245.2 million as compared to $277.8 million for the year ended December 31, 2022. The decrease was primarily related to a 21.4% decrease in revenue per load, partially offset by a 12.3% increase in the number of loads during 2023 as compared to 2022. The decrease in revenue per load was due to a reduction in rates paid for brokered loads during 2023, as spot market rates were negatively impacted by downward rate pressure driven by the challenging truckload freight rate environment across our industry during 2023.
Rent and purchased transportation increased from 80.8% of revenues, before fuel surcharges, in 2022 to 84.6% of revenues, before fuel surcharges, in 2023. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.
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 to 91.9% for 2023 from 87.2% for 2022.
2025 Compared to 2024
Income tax benefit was approximately $17.7 million in 2025, resulting in an effective rate of 25.2%, as compared to income tax benefit of approximately $9.8 million, or an effective tax rate of 23.5% in 2024. The effective tax rate is impacted by the effect of state taxes and other factors.
As of December 31, 2025, management conducted a tax asset valuation allowance as described above and determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.
Additionally, s of December 31, 2025, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been 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 recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2025 and 2024, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.
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 2022 and forward remain open to examination in those jurisdictions.
The combined net loss for all divisions was $52.6 million, or 10.0% of revenues, before fuel surcharge, for 2025 as compared to the combined net loss for all divisions of $31.8 million, or 5.1% of revenues, before fuel surcharge, for 2024. Diluted loss per share decreased to ($2.48) for the year ended December 31, 2025 from ($1.45) for the year ended December 31, 2024.
As of December 31, 2024, management conducted a tax asset valuation allowance as described above and determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.
In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2024, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.
TheAdditionally, Company recognizes a 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. Asas of December 31, 2024, management determined that an adjustment to the Company’s consolidated financial statements for uncertain tax positions haswas not been 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 recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2024 and 2023, the Company hasdid not recognizedrecognize or accruedaccrue any interest or penalties related to uncertain income tax positions.
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 2021 and forward remain open to examination in those jurisdictions.
2023 Compared to 2022
Income tax expense was approximately $10.2 million in 2023, resulting in an effective rate of 35.6%, as compared to approximately $28.3 million, or an effective tax rate of 23.8% in 2022. The effective tax rate is impacted by the effect of state taxes and other factors.
In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of ASC 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2023, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.
The Company recognizes a 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. As of December 31, 2023, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been 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 recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2023 and 2022, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.
The combined net income for all divisions was $18.4 million, or 2.6% of revenues, before fuel surcharge, for 2023 as compared to the combined net income for all divisions of $90.7 million or 11.1% of revenues, before fuel surcharge, for 2022. Diluted earnings per share decreased to $0.83 for the year ended December 31, 2023 from $4.04 for the year ended December 31, 2022.
During 2024,2025, we generated $59.0$17.3 million in cash from operating activities compared to $114.6$59.0 million and $168.8$114.6 million in 20232024 and 2022,2023, respectively. Investing activities usedgenerated $100.2$18.4 million in cash during 20242025 compared to using $11.3$100.2 million and $113.5$11.3 million in 20232024 and 2022,2023, respectively. Financing activities generatedused $8.6$68.6 million in cash during 20242025 compared to generating $8.6 million during 2024 and using $76.8 million during 2023 and generating $0.3 million during 2022.2023. See the Consolidated Statements of Cash Flows in Item 8 of this Report.
Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, 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 20242025 and 2023,2024, we utilized cash on hand, installmentlong-term notes,debt, and our lines of credit to finance purchases of revenue equipment purchasesand other assets of approximately $143.5$40.7 million and $113.5$195.7 million, respectively. In addition, we acquired approximately $61.9 million and $50.0 million of revenue equipment through vendor-direct financing arrangements during 2025 and 2024, respectively. These non-cash financing arrangements provide an additional source of liquidity for acquiring new equipment but do not result in cash inflows or outflows and, accordingly, are not reflected in the consolidated statement of cash flows.
Trade accounts receivable decreased by approximately $13.1 million from $80.0 million as of December 31, 2024 to $66.9 million as of December 31, 2025. The decrease is attributed to a general decrease in freight revenue and fuel surcharge revenue, which flows through the accounts receivable account, during the fourth quarter of 2025 as compared to the freight revenue and fuel surcharge revenue generated during the fourth quarter of 2024.
Trade accounts receivable remained relatively flat year-over-year, with a balance of $80.0 million at December 31, 2024 compared to $80.6 million at December 31, 2023.
Marketable equity securities at December 31, 20242025 decreasedincreased approximately $0.6$5.9 million as compared to December 31, 2023.2024. The decreaseincrease resulted from the unrealized appreciation in the fair value of the portfolio by $4.8 million coupled with the purchase of $4.2 million in marketable equity securities, partially offset by the sales of marketable equity securities approximating $3.7 million offset by an increase in the market value of the portfolio by approximately $3.1 million. At December 31, 2024,2025, the remaining marketable equity securities have a combined cost basis of approximately $27.1$28.2 million and a combined fair market value of approximately $42.6$48.5 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During 2024,2025, the Company received dividends of approximately $1.5$1.6 million. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates, and the Company's cash requirements.
Property and equipment decreased by approximately $44.1 million from $836.5 as of December 31, 2024 to $792.4 million as of December 31,2025. This decrease is primarily attributable to the disposal of aging trucks and trailers totaling $160.2 million during 2025. This was partially offset by the purchase of new trucks and trailers approximating $108.2 million and the remodel of our corporate headquarters and a driver training facility at our corporate headquarters in Tontitown, Arkansas during 2025.
Accounts payable remained relatively flat year over year with a balance of $32.8 million at December 31, 2025 compared to a balance of $31.2 million at December 31, 2024.
Accrued expenses and other liabilities increased from $14.6 million at December 31, 2024 to $41.1 million at December 31, 2025. The increase is primarily attributable to an increase in the Company’s auto-liability reserve during the fourth quarter of 2025. This increase in auto-liability reserve is due to an agreement in principle to settle a significant auto-liability claim in which the Company was a named defendant totaling $26.5 million after consideration of applicable insurance coverage.
Property and equipment increased by approximately $65.4 million from $771.1 as of December 31, 2023 to $836.5 million as of December 31,2024. This increase is primarily attributable to the purchase of $144.2 million of revenue equipment partially offset by the disposal of approximately $93.8 million of revenue equipment during 2024. Also contributing to the increase was the purchase of property in El Paso, Texas that will serve as an additional terminal for our truckload operations and the construction of a driver training facility at our corporate headquarters in Tontitown, Arkansas. Partially offsetting the increase to property and equipment was an impairment loss of $6.4 million which resulted from management’s assessment that the market conditions for used revenue equipment had deteriorated to an extent that required a test for recoverability and subsequent impairment charge against certain asset groups of used trucks and trailers.
Accounts payable decreased from $62.7 million at December 31, 2023 to $31.2 million at December 31, 2024. This decrease was primarily attributable to payments made during 2024 for new revenue equipment that was invoiced or delivered, but not yet paid as of December 31, 2023. This decrease was also attributable to a decrease in the amounts payable to third party carriers as of December 31, 2024. Accounts payable accruals can vary significantly at the end of each reporting period depending on the timing of the actual date of payment in relation to the last day of the reporting period.
Accrued expenses and other liabilities decreased from $16.8 million at December 31, 2023 to $14.6 million at December 31, 2024. The decrease is primarily attributable to a decrease in auto liability claims accrued during the year ended December 31, 2024 compared to auto liability claims accrued for the year ended December 31, 2023.
Inflation has an impact on most of our operating costs. Over the past three years, the effect of inflation has been significant. If the current rate of inflation persists, inflation, coupled with supply chain issues and international eventsevents, such factors could continue to result in increased costs for drivers, employee wages, equipment, fuel and other costs.
In accordance with ASC 250-10-45-17, this change is considered a change in accounting estimate and has been applied prospectively during the year ended December 31, 2024. The effect of this change increased depreciation expense by $24.7 million and increased basic and diluted loss per share by $0.86 net of tax, for the year ended December 31, 2024. The impact of this change on depreciation expense and earnings per share for the year ended December 31, 2025 was not material.
During the year ended December 31, 2025, management evaluated its long-lived assets for impairment and performed recoverability testing where indicators were present. Based on these analyses, management concluded that all asset groups were recoverable and no impairment charges were recorded in 2025.
What changed in the latest 10-Q
Risk Factors
New heading “We may be subject to litigation claims that could result in significant expenditures.”
Largest changes
“By the nature of our operations, we are exposed to the potential for a variety of litigation, including personal injury claims, vehicular collisions and accidents, alleged violations of federal and state labor and employment laws, such as class-action lawsuits alleging wage and hour violations and improper pay, commercial and contract disputes, cargo loss and property damage claims. …”see in full comparison
“We may be subject to litigation claims that could result in significant expenditures.”see in full comparison
“While we purchase insurance coverage at levels we deem adequate, we have in the past settled litigation for amounts in excess of our insurance coverage, including our recent settlement of an auto-liability claim for an amount substantially exceeding our insurance coverage, which materially and adversely affected our financial results for the fourth quarter of 2025. It is possible that the outcome of currently pending or future litigation may similarly exceed our insurance coverage or may not be covered by insurance. …”see in full comparison
Full comparison: every changed paragraph (4)
ThereExcept as set forth below, there have been no material changes to the Company’s risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We may be subject to litigation claims that could result in significant expenditures.
By the nature of our operations, we are exposed to the potential for a variety of litigation, including personal injury claims, vehicular collisions and accidents, alleged violations of federal and state labor and employment laws, such as class-action lawsuits alleging wage and hour violations and improper pay, commercial and contract disputes, cargo loss and property damage claims. In addition, because our brokerage and logistics services business arranges for third-party motor carriers to transport freight on behalf of our customers, we are exposed to claims alleging that we negligently selected or hired a motor carrier whose truck was involved in an accident causing injury or property damage. In Montgomery v. Caribe Transport II, LLC, decided in May 2026, the U.S. Supreme Court held that state-law negligent-selection claims against transportation brokers are not preempted by federal law in certain circumstances. Our brokerage and logistics services represent a meaningful portion of our overall revenue. Although the long-term implications of this decision are not yet clear, the decision may increase the frequency and cost of litigation arising from our brokerage operations, lead to higher insurance premiums, or make it more difficult to obtain or maintain adequate insurance coverage for those operations. It may also increase the resources we devote to carrier selection, safety review, and compliance processes as we adapt our practices in response to this evolving litigation environment.
While we purchase insurance coverage at levels we deem adequate, we have in the past settled litigation for amounts in excess of our insurance coverage, including our recent settlement of an auto-liability claim for an amount substantially exceeding our insurance coverage, which materially and adversely affected our financial results for the fourth quarter of 2025. It is possible that the outcome of currently pending or future litigation may similarly exceed our insurance coverage or may not be covered by insurance. We accrue a provision for a litigation matter according to applicable accounting standards based on the ongoing assessment of the strengths and weaknesses of the litigation, its likelihood of success, and an evaluation of the possible range of loss. Our inability to defend ourselves against a significant litigation claim could have a material adverse effect on our financial results.
Management's Discussion & Analysis (MD&A)
New heading “SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025”
New heading “RESULTS OF OPERATIONS – BROKERAGE AND LOGISTICS SERVICES”
New heading “THREE MONTHS ENDED JUNE 30, 2026 VS. THREE MONTHS ENDED JUNE 30, 2025”
New heading “SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025”
New heading “SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025”
Removed heading “RESULTS OF OPERATIONS – LOGISTICS AND BROKERAGE SERVICES”
Removed heading “THREE MONTHS ENDED MARCH 31, 2026 VS. THREE MONTHS ENDED MARCH 31, 2025”
Largest changes
“THREE MONTHS ENDED MARCH 31, 2026 VS. THREE MONTHS ENDED MARCH 31, 2025”see in full comparison
“THREE MONTHS ENDED JUNE 30, 2026 VS. THREE MONTHS ENDED JUNE 30, 2025”see in full comparison
Full comparison: every changed paragraph (60)
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 capacityincreases in thecompensation truckingfor industry;and surplusdifficulty inventoriesin attracting and retaining qualified drivers and owner-operators, including as a result of recent regulatory initiatives impacting driver capacity, to meet available freight demand; general inflation, recessionary economic cycles and downturns in customers' business cycles; a significant reduction in or termination of the Company's trucking service by a key customer, including as a result of recent or future labor or international trade disruptions; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; excess capacity in the trucking industry; surplus inventories; the resale value of the Company's used equipment; the price and availability of new equipment consistent with anticipated acquisitions and replacement plans; 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; 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; our ability to develop, implement and govern suitable information technology systems and prevent failures in or breaches, disruptions or unauthorized use 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, rules regarding the classification of independent contractors as employees, tariffs, import/export, trade and immigration regulations or policies; the impacts of ongoing or future military conflicts and other major domestic or international events; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; potential economic, business or operational disruptions or uncertainties that may result from any future public health crises; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether due to new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.
Truckload services revenues, excluding fuel surcharges, represented 63.8%62.9% and 67.6%69.4% of total revenues, excluding fuel surcharges, for the quarters ended MarchJune 31,30, 2026, and 2025, respectively. The remaining operating revenues, before fuel surcharges, for the same periods were generated from brokerage and logistics services, representing 36.2%37.1% and 32.4%,30.6%, respectively.
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 MarchJune 31,30, 2026 and 2025, approximately $19.2$27.8 million and $18.6$17.3 million, respectively, of the Company’s total revenue was generated from fuel surcharges. During the six months ended June 30, 2026 and 2025, approximately $47.0 million and $36.0 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.
THREE MONTHS ENDED MARCHJUNE 31,30, 2026 VS. THREE MONTHS ENDED MARCHJUNE 31,30, 2025
During the firstsecond quarter of 2026, truckload services revenue, before fuel surcharges, decreased 15.3%7.3% to $78.3$86.1 million,million as compared to $92.4$92.8 million forduring the firstsecond quarter of 2025. The decrease was primarily due to a 7.0%3.3% decline in average rate per mile, from $2.04 for the quarter ended MarchJune 31,30, 2025 to $1.90$1.98 for the quarter ended MarchJune 31,30, 2026, as well as a 5.8%3.6% decrease in the average number of manned trucks during the period. The impact of thethese reduction in manned trucksfactors was partially offset by a 5.8%12.0% increase in truck utilization, as measured by miles per truck per day.
Salaries, wages and benefits increased from 41.3%41.7% of revenues, before fuel surcharges, in the firstsecond quarter of 2025 to 47.1%45.1% of revenues, before fuel surcharges, during the firstsecond quarter of 2026. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.
RentOperating supplies and purchased transportationexpenses decreased from 25.8%12.3% of revenues, before fuel surcharges, during the firstsecond quarter of 2025 to 23.5%9.9% of revenues, before fuel surcharges, during the firstsecond quarter of 2026. The decrease was primarily duedriven toby a quarter-over-quarter$1.2 million increase in the net benefit of fuel surcharge collections over fuel expense, lower maintenance costs associated with a decrease in the percentagenumber of trucks in service from 2,083 at June 30, 2025 to 1,994 at June 30, 2026, and the continued replacement of older equipment with newer equipment. The decrease in maintenance costs occurred despite a 3.2 million increase in miles driven byduring third-partythe owner-operatorssecond asquarter opposedof 2026 compared to company-employedthe drivers.prior-year period.
Insurance and claims expense increased from 5.1% of revenues, before fuel surcharges, during the first quarter of 2025 to 6.5% of revenues before fuel surcharges, during the first quarter of 2026. This increase relates primarily to an increase in accident reserves recognized in the first quarter of 2026, as compared to the first quarter of 2025, as well as lower operating revenues, which reduced the leverage of certain fixed-cost elements of insurance and claims expense.
Other operating expenses increased from 4.5% of revenues, before fuel surcharges, during the first quarter of 2025 to 7.4% of revenues, before fuel surcharges, during the first quarter of 2026. The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expense, as well as an increase in legal and professional expenses during the first quarter of 2026, primarily associated with general operational support initiatives.
Gain on sale or disposal of assets increased from 3.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2025 to 19.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2026. The increase was primarily due to a $12.7 million gain recognized on the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026. The property consisted of land and operating facilities previously used in the Company’s trucking operations and was sold at a value determined based on an independent third-party appraisal. Gain on sale or disposal of assets for the first quarter of 2025 consisted solely of gains on the disposal of used revenue equipment. Excluding this transaction, gain on sale or disposal of assets for the first quarter of 2026 would have been consistent with historical levels.
Non-operating income increased from 2.7% to 4.3% of revenues, before fuel surcharges, for the periods presented. The increase was primarily due to net realized gains on the sale of marketable equity securities during the current quarter, partially offset by unrealized losses from declines in the market value of the Company’s investment portfolio.
Interest expense increased from 4.2% of revenues, before fuel surcharges, during the first quarter of 2025 to 5.4% of revenues, before fuel surcharges, during the first quarter of 2026. The increase is attributed to the Company’s increased weighted-average interest rate on debt from 5.04% during the first quarter of 2025 to 5.38% during the first quarter of 2026, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in the first quarter of 2026, also increased interest expense as a percentage of revenue.
The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 110.9% for the first quarter of 2025 to 103.0% for the first quarter of 2026.
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, 2026 VS. THREE MONTHS ENDED MARCH 31, 2025
During the first quarter of 2026, logistics and brokerage services revenue, before fuel surcharges, was $44.4 million, consistent with $44.3 million during the first quarter of 2025. The relatively flat performance was primarily related to a 4.2% increase in the number of brokered loads, offset by lower spot market rates during the first quarter of 2026 as compared to the prior-year period.
RentsRent and purchased transportation decreased from 88.4%30.2% of revenues, before fuel surcharges, during the firstsecond quarter of 2025 to 86.0%23.0% of revenues, before fuel surcharges, during the firstsecond quarter of 2026. The decrease was primarily due to lowera purchasedyear-over-year decrease in the percentage of miles driven by third-party owner-operators rather than Company-employed drivers, as well as an increased allocation of third-party transportation costs,services reflectingto improvedthe spreadCompany’s between customer ratesbrokerage and third-partylogistics carrier costs.operations.
Depreciation expense decreased from 23.0% of operating revenues during the second quarter of 2025 to 21.7% during the second quarter of 2026. The decrease was primarily due to the disposal of equipment during the second quarter of 2026 before replacement equipment was placed in service, resulting in a temporary reduction in the depreciable asset base.
Insurance and claims expense increased from 5.5% of revenues, before fuel surcharges, during the second quarter of 2025 to 10.0% of revenues, before fuel surcharges, during the second quarter of 2026. The increase was primarily attributable to an increase in the Company’s auto liability reserve during the second quarter of 2026 related to claims that may exceed insurance limits. The increase was also attributable to higher mileage-based insurance premiums associated with the 3.2 million additional miles driven during the second quarter of 2026 compared to the prior-year period, as well as lower operating revenues, which reduced the ability to leverage certain fixed-cost components of insurance and claims expense.
Gain on sale or disposition of assets decreased from 4.8% of revenues, before fuel surcharges, during the second quarter of 2025 to 0.6% of revenues, before fuel surcharges, during the second quarter of 2026. The decrease was primarily due to a $4.4 million gain recognized during the second quarter of 2025 compared to a $0.5 million gain recognized during the second quarter of 2026. The number of trucks and trailers disposed of during the second quarter of 2026 was generally consistent with the prior-year period. However, during the second quarter of 2025, proceeds from the disposition of certain older revenue equipment significantly exceeded the reduced estimated salvage values resulting from management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024. During the second quarter of 2026, proceeds from the disposition of revenue equipment were generally closer to estimated salvage values, resulting in lower gains on disposition.
Non-operating income increased to 4.0% of revenues, before fuel surcharges, during the second quarter of 2026 from 2.4% during the second quarter of 2025. The increase was primarily driven by a $3.2 million year-over-year improvement in realized gains and losses from the sale of marketable equity securities, resulting in realized gains of $2.9 million during the second quarter of 2026 compared to realized losses of $0.3 million during the second quarter of 2025. The increase was further supported by an increase in unrealized gains on the Company’s remaining marketable equity securities to $1.8 million from $1.3 million during the respective periods.
Interest expense increased from 4.2% of revenues, before fuel surcharges, during the second quarter of 2025 to 5.1% of revenues, before fuel surcharges, during the second quarter of 2026. The increase was attributable to the Company’s increased weighted-average interest rate on debt from 5.10% during the second quarter of 2025 to 5.59% during the second quarter of 2026, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in the second quarter of 2026, also increased interest expense as a percentage of revenue.
The logistics and brokeragetruckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improvedincreased from 98.0%112.5% for the firstsecond quarter of 2025 to 95.4%114.2% for the firstsecond quarter of 2026.
SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025
For the six months ended June 30, 2026, truckload services revenue, before fuel surcharges, decreased 11.3% to $164.3 million as compared to $185.3 million for the six months ended June 30, 2025. The decrease was primarily due to a 4.9% decline in average rate per mile, from $2.04 for the six months ended June 30, 2025 to $1.94 for the six months ended June 30, 2026, as well as a 5.1% decrease in the average number of manned trucks during the period. The impact of these factors was partially offset by an 8.9% increase in truck utilization, as measured by miles per truck per day.
Salaries, wages and benefits increased from 41.5% of revenues, before fuel surcharges, in the first six months of 2025 to 46.0% of revenues, before fuel surcharges, during the first six months of 2026. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.
Operating supplies and expenses decreased from 12.9% of revenues, before fuel surcharges, in the first six months of 2025 to 11.9% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily driven by a $0.5 million increase in the net benefit of fuel surcharge collections over fuel expense, lower maintenance costs associated with a decrease in the average number of trucks in service from 2,132 during the six months ended June 30, 2025 to 1,999 during the six months ended June 30, 2026, as well as the continued replacement of older equipment with newer equipment. The decrease in maintenance costs occurred despite an increase of 2.7 million miles driven during the first six months of 2026 compared to the prior-year period.
Rent and purchased transportation decreased from 28.0% of revenues, before fuel surcharges, in the first six months of 2025 to 23.3% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily due to a year-over-year decrease in the percentage of miles driven by third-party owner-operators rather than Company-employed drivers, as well as an increased allocation of third-party transportation services to the Company’s brokerage and logistics operations.
Depreciation decreased from 23.4% of revenues, before fuel surcharges, during the first six months of 2025 to 22.6% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily due to the disposal of equipment during the second quarter of 2026 before replacement equipment was placed in service, resulting in a temporary reduction in the depreciable asset base.
Insurance and claims expense increased from 5.3% of revenues, before fuel surcharges, during the first six months of 2025 to 8.4% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily attributable to an increase in the Company’s auto liability reserve during the first half of 2026 related to claims that may exceed insurance limits. The increase was also attributable to higher mileage-based insurance premiums associated with the 2.7 million additional miles driven during the first six months of 2026 compared to the prior-year period, as well as lower operating revenues, which reduced the ability to leverage certain fixed-cost components of insurance and claims expense.
Other operating expenses increased from 4.6% of revenues, before fuel surcharges, during the first six months of 2025 to 6.2% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expenses, as well as an increase in legal and professional expenses during the first six months of 2026, primarily associated with general operational support initiatives.
Gain on sale or disposition of assets increased from 4.0% of revenues, before fuel surcharges, during the first six months of 2025 to 9.5% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily due to a $12.7 million gain recognized on the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026. The property consisted of land and operating facilities previously used in the Company’s trucking operations and was sold at a value determined based on an independent third-party appraisal. In dollar terms, gain on the sale or disposition of assets was $15.7 million during the first six months of 2026 compared to $7.4 million during the first six months of 2025. Excluding the gain on the sale of the Laredo property, the decrease in gains from the disposal of revenue equipment was primarily attributable to the fact that, during the first six months of 2025, proceeds from the disposition of certain older revenue equipment significantly exceeded the reduced estimated salvage values resulting from management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024. During the first six months of 2026, proceeds from the disposition of revenue equipment were generally closer to estimated salvage values, resulting in lower gains on disposition.
Non-operating income increased from 2.5% of revenues, before fuel surcharges, during the first six months of 2025 to 4.2% of revenues, before fuel surcharges, during the first six months of 2026. The increase was primarily driven by an $8.7 million year-over-year improvement in realized gains and losses from the sale of marketable equity securities, resulting in realized gains of $8.4 million during the first six months of 2026 compared to realized losses of $0.3 million during the first six months of 2025. The increase was partially offset by a decrease in unrealized gains on the Company’s remaining marketable equity securities, which decreased to $0.2 million during the first six months of 2026 from $2.7 million during the first six months of 2025.
Interest expense increased from 4.2% of revenues, before fuel surcharges, during the first six months of 2025 to 5.3% of revenues, before fuel surcharges, during the first six months of 2026. The increase was attributable to the Company’s increased weighted-average interest rate on debt from 5.07% during the first six months of 2025 to 5.49% during the first six months of 2026, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in the first half of 2026, also increased interest expense as a percentage of revenue.
The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 111.7% for the first six months of 2025 to 108.9% for the first six months of 2026.
RESULTS OF OPERATIONS – BROKERAGE AND LOGISTICS SERVICES
The following table sets forth, for brokerage and logistics 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 JUNE 30, 2026 VS. THREE MONTHS ENDED JUNE 30, 2025
During the second quarter of 2026, brokerage and logistics services revenue, before fuel surcharges, increased 24.0% to $50.8 million as compared to $41.0 million during the second quarter of 2025. The increase was primarily driven by an 18.4% increase in the number of brokered loads, reflecting both increased brokerage activity and a shift in the mix of loads fulfilled through the Company's brokerage and logistics operations rather than through the Company's company-operated fleet, coupled with higher revenue per load during the second quarter of 2026 as compared to the prior-year period.
Rent and purchased transportation decreased from 89.9% of revenues, before fuel surcharges, during the second quarter of 2025 to 88.2% of revenues, before fuel surcharges, during the second quarter of 2026. The decrease was primarily due to an improved spread between customer rates and third-party carrier costs.
The brokerage and logistics services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.7% for the second quarter of 2025 to 96.4% for the second quarter of 2026.
SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025
During the first six months of 2026, brokerage and logistics services revenue, before fuel surcharges, increased 11.7% to $95.2 million as compared to $85.2 million during the first six months of 2025. The increase was primarily related to an 11.2% increase in the number of brokered loads during the first six months of 2026 as compared to the first six months of 2025.
Rent and purchased transportation decreased from 89.1% of revenues, before fuel surcharges, during the first six months of 2025 to 87.2% of revenues, before fuel surcharges, during the first six months of 2026. The decrease was primarily due to an improved spread between customer rates and third-party carrier costs.
The brokerage and logistics services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.3% for the first six months of 2025 to 95.9% for the first six months of 2026.
THREE MONTHS ENDED MARCHJUNE 31,30, 2026 VS. THREE MONTHS ENDED MARCHJUNE 31,30, 2025
Net loss for all divisions was approximately $0.01$7.4 million, or (0.01)%5.4% in excess of revenues, before fuel surcharges, for the firstsecond quarter of 2026 as compared to net loss of $8.1$9.6 million, or (6.0)%7.2% in excess of revenues, before fuel surcharges, for the firstsecond quarter of 2025. TheThis reductionimprovement in net loss resulted in diluted loss per share of $(0.00$0.36) for the firstsecond quarter of 2026 as compared to diluted loss per share of $(0.37$0.46) for the firstsecond quarter of 2025.
SIX MONTHS ENDED JUNE 30, 2026 VS. SIX MONTHS ENDED JUNE 30, 2025
For the first six months of 2026, net loss for all divisions was approximately $7.5 million, or 2.9% in excess of revenues, before fuel surcharges as compared to net loss of $17.8 million, or 6.6% of revenues, before fuel surcharges for the first six months of 2025. The improvement in net loss resulted in a diluted loss per share of ($0.36) for the first six months of 2026 as compared to diluted loss per share of ($0.83) for the first six months of 2025.
During the first threesix months of 2026, we used $2.7$16.7 million in cash from operating activities. Investing activities generated $28.7$47.3 million in cash in the first threesix months of 2026. Financing activities used $20.7$47.7 million in cash in the first threesix months of 2026.
Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes with fixed interest rates and terms ranging from 3660 to 84 months, 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 threesix months of 2026, we utilized cash on hand,hand and long-term debt, and our line of creditdebt to finance purchases of revenue equipment and other assets of approximately $14.4$18.8 million. In addition, we acquired approximately $7.4$46.6 million of revenue equipment through vendor-direct financing arrangements during the first threesix months of 2026. This non-cash financing arrangement provides an additional source of liquidity for acquiring new equipment but does not result in cash inflows or outflows and, accordingly, is not reflected in the consolidated statement of cash flows.
During the first threesix months of 2026, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 3.35% (7.02%6.97% at MarchJune 31,30, 2026), are secured by our trade accounts receivable and mature on July 1, 2027. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At MarchJune 31,30, 2026, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.
Trade accounts receivable increased by approximately $12.9$22.0 million from $66.9 million as of December 31, 2025 to $79.8$88.9 million as of MarchJune 31,30, 2026. The increase was primarily dueattributable to thehigher timing of cash collections onfreight revenue recognizedinvoiced during the latter part of the firstsecond quarter of 2026, whichas remainedincreased outstandingfreight atvolumes quarter-end,and asrates resulted in higher revenue activity compared to the fourth quarter of 2025. The timing of cash collections on the increased revenue invoiced during the latter part of the second quarter resulted in a greater amount of trade accounts receivable remaining outstanding as of June 30, 2026 compared to December 31, 2025.
Prepaid expenses and deposits decreased from $9.8 million at December 31, 2025 to $7.7 million at June 30, 2026. The decrease relates to the normal amortization of items prepaid as of December 31, 2025.
Our marketable equity securities portfolio decreased $7.7$9.8 million during the first quartersix months of 2026, from $48.5 million at December 31, 2025 to $40.8$38.7 million at MarchJune 31,30, 2026. The decrease was primarily attributed to the sale of marketable equity securities approximating $11.7$18.4 million, offset by thean unrealized$8.6 appreciationmillion increase in the fair value of the remainingportfolio portfolioduring the first six months of $4.0 million.2026. At MarchJune 31,30, 2026, the remaining marketable equity securities have a combined cost basis of approximately $22.1$18.3 million and a combined fair market value of approximately $40.8$38.7 million.
Property and equipment decreased from $792.4 million at December 31, 2025 to $760.0$758.9 million at MarchJune 31,30, 2026. The decrease iswas primarily due to the disposition of aging trucks and trailers, as well as the sale of certain real property located in Laredo, Texas to a related party, which had a cost basis of $11.4 million, during the first quarter of 2026. These decreases were partially offset by purchases of new trucks and trailers during the first quartersix months of 2026.
Accounts payable decreased from $32.8 million as of December 31, 2025 to $28.0$27.4 million as of MarchJune 31,30, 2026. The decrease was primarily due to the payment of invoices during the first quartersix months of 2026 related to revenue equipment purchases outstanding at December 31, 2025.
Accrued expenses and other liabilities decreased from $41.1 million as of December 31, 2025 to $30.6 million as of June 30, 2026. The decrease was primarily attributable to payments made during the first six months of 2026 related to a previously disclosed auto liability claim. The Company recorded a $26.5 million liability related to the claim as of December 31, 2025. During the first six months of 2026, the Company paid $16.5 million of the liability, resulting in a remaining liability of $10.0 million as of June 30, 2026. The decrease was partially offset by an increase in the Company’s auto liability reserve during the second quarter of 2026 related to claims that may exceed insurance limits.
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, decreased from $333.9 million at December 31, 20252025, to $320.7$332.8 million at MarchJune 31,30, 2026. The net decrease was primarily dueattributable to scheduled principal payments on existing revenue equipment, balloon payments related to revenue equipment taken out of service as part of trade-in transactions with certain equipment manufacturers, and the repayment of approximately $6.0 million of debt associated with the sale of certain real property in Laredo, TexasTexas, to a related party,party during the first quarter of 2026,2026. These decreases were partially offset by new financing arrangements for revenue equipment.equipment totaling $46.6 million during the first six months of 2026.
PAMT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 3,268,000 shares, about $31.2M) and open-market sales in 1 filing (1 insider, 1 trade date, 3,268,000 shares, about $31.2M). Net open-market shares: 0 (purchases minus sales); net value about $0.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-03 | Moroun Matthew T |
Open-market purchase | 3,268,000 | $9.56 | $31.2M |
| 2026-09-03 | Moroun Matthew T |
Open-market sale | 3,268,000 | $9.56 | $31.2M |
| 2026-07-30 | Kleine Daniel C. |
Grant/award | 20,000 | — | — |
| 2026-05-08 | Moroun Matthew T |
Grant/award | 1,453 | $10.32 | $15.0K |
| 2026-05-08 | Moroun Matthew J. |
Grant/award | 1,453 | $10.32 | $15.0K |
| 2026-05-08 | Mclarty Franklin |
Grant/award | 484 | $10.32 | $5.0K |
| 2026-05-08 | Bishop Michael D. |
Grant/award | 968 | $10.32 | $10.0K |
Well-known investors holding PAMT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 844,041 | $11.8M | 0.02% | Reduced 3% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 21,383 | $180.7K | — | Sold out |