TONTITOWN, AR / ACCESSWIRE / March 8, 2022 / P.A.M. Transportation Services, Inc. (NASDAQ:PTSI) today announced that the Company's Board of Directors approved a resolution to retire the Company's current treasury share holdings and declared a 2-for-1 forward stock split of its common stock. The Company currently holds approximately 12.3 million treasury shares that will be retired immediately. The stock split will be in the form of a 100% stock dividend and is payable on March 29, 2022, to stockholders of record on March 18, 2022. Under the terms of the stock split, the Company's stockholders will receive a dividend of one share for every share held on the record date. The dividend will be paid in authorized but unissued shares of common stock of the Company. The additional shares will be distributed by the Company's transfer agent, Computershare, and the per share price of the Company's common stock will adjust accordingly on The Nasdaq Stock Market. The Company expects trading will begin on a split-adjusted basis on March 30, 2022. The Company currently has approximately 11.1 million shares of common stock outstanding. After the stock split, the number of shares of common stock outstanding will increase to approximately 22.2 million shares.
Joe Vitiritto, President of the Company, commented, "We are pleased that the Board of Directors has approved a second stock split in less than a year, which demonstrates their confidence in our long-term potential. With this split, we will be able to further increase the availability of our stock and enhance our liquidity within the marketplace."
About P.A.M. Transportation Services, Inc.
P.A.M. Transportation Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.
Forward-Looking Statements
Certain information included in this document contains or may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations or policies; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether due to new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.
Frequently Asked Questions and Answers Regarding the Two-For-One Stock Split
What is a two-for-one stock split?
In a two-for-one stock split, effected as a stock dividend, the shareholder receives one additional share for each share he or she owns.
What is the difference between a two-for-one stock split and a stock dividend?
They are effectively the same. In both cases, shareholders will own twice as many shares.
Why are you splitting the stock now?
P.A.M. Transportation Services, Inc.'s Board of Directors made a decision to split the stock in order to make the shares more affordable to a broader range of potential investors and to increase liquidity in the trading of our stock (NASDAQ:PTSI).
How does a two-for-one stock split actually work?
After a two-for-one stock split, shareholders receive an additional share for every share they currently own and will therefore have twice as many shares after the split as before the split.
What happens to my cost basis per share after the stock split?
The total cost basis in your stock will not change but the cost basis per share will be halved due to the split.
For example, let's assume a shareholder purchased stock on March 1, 2022 at a price of $70.00 per share. After the stock split, that shareholder's cost basis will be $35.00 per share. By dividing your current cost basis by a factor of 2, you can calculate your new cost basis in the stock. Keep in mind, you will also now own twice as many shares.
Using the example above, let's assume a shareholder purchased 1,000 shares of stock at $70.00 on March 1, 2022 for a total cost basis of $70,000. After the two-for-one stock split, the shareholder owns 2,000 shares of stock at an adjusted cost basis per share of $35.00 for a total cost of the same $70,000.
What happens to the market value per share after the stock split?
Theoretically, the market value per share declines the same way the cost basis per share declines. For example, if the market value per share is $70.00 before the stock split, then the market value should fall to $35.00 ($70.00 divided by 2) after the stock split. However, due to the dynamics of the marketplace, the actual market value per share could be higher or lower than $35.00 after the stock split.
Will the stock split change my percentage ownership in the Company?
No. The stock split does not change the proportionate interest that a shareholder maintains in our company. A shareholder that owned 1% of the common stock before the split will continue to own 1% of our common stock after the split.
Did the shareholders vote to approve the stock split?
Shareholder approval was not needed as the number of shares outstanding after the split is still below the maximum number of shares authorized by our shareholders. Only Board of Directors' approval was necessary.
When is the Record Date?
March 18, 2022
When is the Distribution Date?
March 29, 2022
What is the ex-split / ex-dividend date?
March 30, 2022 is the ex-split or ex-dividend date. This date is the first day that PTSI stock will trade on a post-split basis at a post-split adjusted price.
What happens if I sell my shares on or between the Record Date and the Distribution Date?
If you buy shares after the record date for the stock split, you will be entitled to receive the additional shares that are issued on the distribution date.
If you sell your shares before the distribution date, you are not entitled to receive the additional split shares and the person that bought your shares will be entitled to receive the additional split shares. Trades that settle between the record date and the distribution date are considered "trades with distribution" that ultimately entitle the buyer to the split shares, even though the buyer did not own the shares on the record date. These trades have a "due bill" attached to them. A "due bill" is an IOU from the seller indicating that the buyer, not the seller who was holding the shares on the record date, is entitled to the split shares upon their issuance.
What exactly will I receive?
For each PTSI common share held of record at the close of business on March 18, 2022, you will receive one additional share of PTSI stock. Since the stock split shares are being issued to registered shareholders in book-entry form rather than in the form of a stock certificate, holders of record will not receive a new stock certificate representing the additional stock split shares.
Will I receive a stock certificate for the new shares?
No. If you are a registered holder of P.A.M. Transportation Services, Inc. common shares, you will receive the stock split shares in book-entry form rather than in the form of stock certificates. This means that your shares will be credited to an account registered in your name on the books of P.A.M. Transportation Services, Inc., which are maintained by PTSI's transfer agent, Computershare Investor Services, rather than sent to you in physical stock certificate form.
If I want to buy additional shares is it better to buy now or wait until after the split?
We cannot provide shareholders with investment advice.
Can we buy shares between the announcement date and the Record Date?
Yes.
If my shares are held in street name, how will I be notified?
Your broker will notify you.
Are the stock split shares to be distributed subject to federal income tax?
We have been advised by counsel that, under present federal income tax laws, your receipt of shares issued under this distribution is not taxable as income to you. However, if you sell any shares, this distribution must be considered in figuring the tax basis of your shares to determine your gain or loss for federal income tax purposes. For example, if prior to the dividend you own 100 shares with a basis of $70.00 per share, half of the basis in each of those shares would be allocated to the corresponding new share, resulting in a basis of $35.00 per share for each of the 200 shares owned after the split. For tax purposes, the holding period of the new shares is the same as for the old shares on which they were issued.
Under existing U.S. laws and regulations, the new shares issued will have a basis equal to one-half the adjusted cost or other basis of the shares on which they were distributed. The basis for computing gain or loss concerning the balance of your stock is reduced to one-half of its former basis. For tax purposes, the holding period for the new shares is the same as for the old shares on which they were issued. Although this tax information is provided for your assistance, we are not providing personal tax advice. You should consult your personal tax advisor regarding the tax consequences of any transaction you undertake with these shares.
Consult your Personal Tax Advisor: You should consult your own tax advisor regarding the calculation of your tax basis and the tax consequences of any distribution.
How can I update my address?
If you are a registered shareholder, you can update your address by contacting our transfer agent, Computershare Investor Services at 800-962-4284 or www.Computershare.com.
What is "book-entry"?
Book-entry form of registered ownership allows you to own shares without having paper stock certificates in your possession. You are the record owner and enjoy the same shareholder benefits as you would with certificated shares.
What are the benefits of book-entry shares?
Book-entry ownership eliminates some of the problems associated with paper certificates such as storage and safety of securities. Book-entry shares also eliminate the requirement for physical movement of stock certificates at the time of sale or transfer of ownership.
How do I keep track of my book-entry shares?
If you hold your book-entry shares, you will receive a statement or confirmation detailing any activity affecting your book entry shares shortly after a transaction has taken place. You may also receive statements at other points of time.
I have stock certificates. Can I convert them to book-entry shares?
Yes. Simply send your stock certificates to Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000, with written instructions to deposit them in your account as book-entry items. Do not endorse the certificates or complete the assignment section. Certificates should be sent to Computershare Investor Services at the address above by registered or certified mail with return receipt requested, or some other form of traceable mail, and properly insured. Computershare Investor Services will provide to you a statement confirming the deposit of your shares to your book-entry account.
Can I get stock certificates for my book-entry shares?
You may request stock certificates for the whole shares in your book-entry account at any time. Simply contact Computershare Investor Services at 800-962-4284 or www.Computershare.com with your request and a stock certificate for the requested number of whole shares will be sent to you within 7-10 business days and delivered by first class mail.
What should I do with the stock certificates I currently hold? Are they still valid?
The stock certificates that you currently hold are still valid and should not be destroyed or exchanged. Those certificates continue to represent the same number of shares as shown on their face and should be kept in a secure place.
What happens if I lose my Stock Account Statement?
Unlike stock certificates, the Stock Account Statement is not a negotiable document, so there is no replacement fee. You can request replacement statements at any time by contacting Computershare Investor Services at 800-962-4284 or www.Computershare.com.
Who can I contact for additional information?
For questions on the stock split, please contact:
Computershare Investor Services
800-962-4284
CONTACT:
P.A.M. TRANSPORTATION SERVICES, INC.
P.O. BOX 188
Tontitown, AR 72770
Allen W. West
(479) 361-9111
SOURCE: P.A.M. Transportation Services, Inc.
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