8-K
Proficient Auto Logistics, Inc (PAL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):May 6, 2026
Proficient Auto Logistics, Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-42035 | 93-1869180 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS employeridentification number) |
12276 San Jose Blvd., Suite 426
Jacksonville, FL 32223
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (904) 506-7918
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | PAL | Nasdaq Global Market |
Item 2.02 Results of Operations and FinancialCondition
On May 7, 2026, Proficient Auto Logistics, Inc. (the “Company”) issued a press release regarding the financial results for the Company for the quarter ended March 31, 2026 and certain other information. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.
The Company has scheduled a conference call for 5:00 pm Eastern time on May 7, 2026 to discuss its operations and financial results. The Company invites investors to join the investor conference call via teleconference by dialing (800) 715-9871 toll free. Investors should dial in 10 minutes prior to the call and use 8765468 as the conference ID. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/jcdm5ym8.
The information in this Item 2.02 and the attached exhibit are being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.07. Submission of Matters to a Voteof Security Holders
At the Company’s 2026 Annual Stockholders Meeting held on May 6, 2026 (the “Annual Meeting”), the Company’s stockholders voted on (i) the election of eight directors nominated by the Board of Directors to serve until the 2027 Annual Stockholders Meeting and, in each case, until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death; (ii) the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) the amendment of the Company’s Third Amended and Restated Certificate of Incorporation.
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The tables below set forth the voting results.
PROPOSAL 1
Election of directors to serve until the 2027 Annual Stockholders Meeting.
| NOMINEE | FOR | WITHHELD | BROKER<br> NON-VOTES | |||
|---|---|---|---|---|---|---|
| Richard O’Dell | 15,531,094 | 2,474,846 | 6,893,326 | |||
| Charles A. Alutto | 16,811,139 | 1,194,801 | 6,893,326 | |||
| Douglas L. Col | 17,926,040 | 79,900 | 6,893,326 | |||
| Brenda Frank | 17,634,722 | 371,218 | 6,893,326 | |||
| James B. Gattoni | 17,979,745 | 26,195 | 6,893,326 | |||
| Rohit Lal | 17,968,355 | 37,585 | 6,893,326 | |||
| Steve F. Lux | 17,985,280 | 20,660 | 6,893,326 | |||
| John F. Schraudenbach | 17,519,304 | 486,636 | 6,893,326 |
PROPOSAL 2
The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| SHARES | ||
|---|---|---|
| For: | 24,893,308 | |
| Against: | 5,958 | |
| Abstain: | 0 |
PROPOSAL 3
The amendment of the Company’s Third Amended and Restated Certificate of Incorporation. Proposal 3 failed to receive the affirmative vote of the holders of sixty-six and two-thirds (66 2/3%) of the outstanding shares of the Company’s common stock entitled to vote at the Annual Meeting, as such, the proposal was not passed.
| SHARES | ||
|---|---|---|
| For: | 18,005,077 | |
| Against: | 861 | |
| Abstain: | 0 | |
| Broker Non-Votes: | 6,893,326 |
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press release, dated May 7, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assume future results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements largely on our current expectations and projections regarding future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”), and elsewhere in the Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements regarding: our expectations regarding our future performance, results of operations, and our ability to improve our leverage position and balance sheet; the economic conditions in the global markets in which we operate; expectations and impact related to fuel price volatility; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and customer preferences, and achieve the anticipated benefits and associated cost savings of such strategies and actions; our ability to recruit and retain qualified driving associates, independent contractors and third-party auto transportation and logistics companies; an increase in the frequency or severity of accidents or other claims; our expectations regarding the successful implementation of our acquisitions; geopolitical developments and additional changes in international trade policies and relations; the effect of any international conflicts or terrorist activities, on the United States and global economies in general, the transportation industry, or us in particular, and what effects these events will have on our costs and the demand for our services; our ability to manage our network capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels; our ability to compete effectively against current and future competitors; our ability to maintain our profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; and our future financial and operating results; our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.
The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2026.
| Proficient Auto Logistics, Inc. | |
|---|---|
| By | /s/ Brad Wright |
| Brad Wright | |
| Chief Financial Officer and Secretary |
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Exhibit 99.1
PROFICIENT AUTO LOGISTICS REPORTS
FIRST quarter 2026 FINANCIAL RESULTS
JACKSONVILLE, FLORIDA – May 7, 2026 — Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”) today reported its financial results for the three months ended March 31, 2026.
First Quarter 2026 Summary
Total Operating Revenue of $93.7 million, decreased (1.6%) from Q1 2025
Total Operating Loss of ($6.9) million, versus ($2.4) million in Q1 2025
Adjusted Operating Income^(1)^ (Loss) of ($3.2) million, versus $1.2 million in Q1 2025
Adjusted Operating Ratio^(1)^ of 103.4% compared to 98.7% in Q1 2025
Total Units delivered of 501,850, an increase of 1.5% from Q1 2025
Rick O’Dell, Proficient’s Chief Executive Officer, commented, “As previously communicated in early March, the year began with challenges from lower-than-expected volumes and weather disruptions, and more recent fuel cost headwinds further impacted the quarter. Encouragingly, underlying demand trends improved exiting the quarter, and with more consistent seasonal volumes and improved fuel cost recovery, we believe we are positioned for improved performance as the second quarter progresses.”
The Company is providing the below summary unaudited financial information for the three months ended March 31, 2026 and 2025. Please refer to footnote 1 in the table for a description of periods included for more recently acquired entities.
| (1) | Adjusted<br>Operating Income and Adjusted Operating Ratio are non-GAAP financial measures. See “Summary Unaudited Financial Information”<br>on the following pages for additional information regarding the use of Adjusted Operating Income and Adjusted Operating Ratio and a reconciliation<br>to the most comparable GAAP measure. |
|---|
Summary Unaudited Financial Information ^(1)^
| ($000s) | Three months ended | **** | ||||
|---|---|---|---|---|---|---|
| **** | **** | 3/31/2026 | **** | **** | 3/31/2025 | **** |
| Total Operating Revenue | $ | 93,689 | $ | 95,206 | ||
| Total Operating (Loss) Income | (6,935 | ) | (2,363 | ) | ||
| Addback: | ||||||
| Amortization of Intangibles | 2,415 | 2,416 | ||||
| Stock Compensation Expense | 1,352 | 1,183 | ||||
| Adjusted Operating (Loss) Income ^(2)^ | (3,168 | ) | 1,236 | |||
| Adjusted Operating Ratio ^(2)^ | 103.4 | % | 98.7 | % | ||
| (Loss) Income before income taxes | (8,297 | ) | (3,894 | ) | ||
| Addback: | ||||||
| Depreciation & Amortization | 10,022 | 8,904 | ||||
| Stock Compensation Expense | 1,352 | 1,183 | ||||
| Interest Expense | 1,397 | 1,571 | ||||
| Adjusted EBITDA ^(3)^ | 4,474 | 7,764 | ||||
| Adjusted EBITDA Margin ^(3)^ | 4.8 | % | 8.2 | % |
| (1) | The amounts shown reflect the unaudited summary financial results for the full three-month periods presented. Amounts related to Brothers Auto Transport, LLC (“Brothers”) are included only since the April 1, 2025, date of acquisition. |
|---|---|
| (2) | Our management team reviews Adjusted Operating Income and the related Adjusted Operating Ratio, both of which are non-GAAP financial measures, as a basis for comparing the results of financial reporting periods excluding the impact of non-cash expenses related to stock-based compensation expense, amortization of intangibles, and other non-recurring items that management does not consider indicative of ongoing operating performance. These measures provide management with insight regarding progress on operating and integration initiatives. The table above provides a reconciliation of Adjusted Operating Income to Total Operating (Loss) Income, the most comparable GAAP measure, and Adjusted Operating Ratio flows from that. |
| --- | --- |
| (3) | Our management team reviews Adjusted EBITDA and Adjusted EBITDA Margin, both of which are non-GAAP financial measures, to measure the operating performance and financial condition of our business and to make strategic decisions. See the Appendix for additional information regarding the use of Adjusted EBITDA. The table above provides a reconciliation of Adjusted EBITDA to (Loss) Income before income taxes, the most comparable GAAP measure, and Adjusted EBITDA Margin flows from that. |
| --- | --- |
Revenue and Profitability ^(1)^
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Select Operating Metrics | 3/31/2026 | 3/31/2025 | % Chg | ||||||
| Unit Volume - Company Deliveries | 187,117 | 163,754 | 14.3 | % | |||||
| Revenue / Unit - Company Deliveries | 182.11 | 185.38 | (1.8 | )% | |||||
| Unit Volume - Subhaulers | 314,733 | 330,755 | (4.8 | )% | |||||
| Revenue / Unit - Subhaulers | 165.61 | 173.14 | (4.3 | )% | |||||
| Percent Revenue, Company Deliveries | 40 | % | 35 | % | |||||
| Percent Revenue, Subhaulers | 60 | % | 65 | % | |||||
| (1) | Amounts<br>related to Brothers are included only since the April 1, 2025, date of acquisition. | ||||||||
| --- | --- |
First quarter revenue decreased ($1.5) million, or (1.6%), compared to the same quarter of 2025, while total unit deliveries were up 1.5% versus the same period of 2025, as volume growth from Brothers was offset by lower revenue per unit driven by portfolio mix. Absent the impact of the Brothers acquisition, volume was down (4.0%) in the quarter versus last year, demonstrating a weaker underlying automotive market. Company unit deliveries increased 14.3% year-over-year for the quarter while Subhauler deliveries declined (4.8%) versus the same period, reflecting prioritization of Company-owned truck asset utilization for units delivered, particularly in a slower seasonal period.
The first two months of the quarter were affected by extended automotive plant shutdowns, weak industry seasonally adjusted annual rate (SAAR), which was down year-over-year, severe winter weather, and a slower than anticipated recovery in rail and ocean transportation tenders. These factors constrained core volumes and resulted in revenue levels below fixed-cost coverage. While revenue and volume trends improved in March, meaningfully higher diesel fuel prices and the timing lag to associated higher fuel-surcharge recoveries created an unplanned cost and margin headwind in March. Recent trends indicate more stable volumes and improved fuel cost recovery as the second quarter progresses.
Balance Sheet
The Company ended the first quarter with $9.8 million of cash and $69.1 million of debt. The resulting net debt of approximately $59.3 million as of March 31, 2026, equates to a net leverage ratio of 1.6x when compared to Adjusted EBITDA of $36.3 million for the trailing twelve months. Total debt was reduced by approximately $5.3 million during the quarter; however, cash balances declined as elevated fuel costs and rising purchased transportation near quarter end drew down cash in advance of the receipt of higher fuel surcharge reimbursements and customer payments.
2
On March 2, 2026, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $15 million of its common stock. The repurchase program authorizes the Company to purchase its common stock from time to time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions. As of the end of the first quarter, we have repurchased 82,877 shares of common stock at an average price of $6.25.
Conference Call
The Company will host an investor conference call at 5:00 p.m. EDT to discuss the results. Those interested in participating via teleconference may dial (800) 715-9871 toll-free. Participants should dial in 10 minutes prior to the call and use 8765468 as the conference ID. You may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/jcdm5ym8.
About Proficient Auto Logistics
We are a leading specialized freight company focused on providing auto transportation and logistics services. Through the combination of seven industry-leading operating companies since our initial public offering in May 2024, we operate one of the largest auto transportation fleets in North America. We offer a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, and regional rail yards to auto dealerships around the country.
Investor Relations:
Brad Wright
Chief Financial Officer and Secretary
Phone: 904-506-4317
email: Investor.relations@proautologistics.com
Cautionary Statement Regarding Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assume future results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements largely on our current expectations and projections regarding future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”), and elsewhere in the Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding: our expectations regarding our future performance, results of operations, and our ability to improve our leverage position and balance sheet; the economic conditions in the global markets in which we operate; expectations and impact related to fuel price volatility; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and customer preferences, and achieve the anticipated benefits and associated cost savings of such strategies and actions; our ability to recruit and retain qualified driving associates, independent contractors and third-party auto transportation and logistics companies; an increase in the frequency or severity of accidents or other claims; our expectations regarding the successful implementation of our acquisitions; geopolitical developments and additional changes in international trade policies and relations; the effect of any international conflicts or terrorist activities, on the United States and global economies in general, the transportation industry, or us in particular, and what effects these events will have on our costs and the demand for our services; our ability to manage our network capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels; our ability to compete effectively against current and future competitors; our ability to maintain our profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; and our future financial and operating results; our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.
The forward-looking statements made in this document relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
3
Appendix
Non-GAAP Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Ratio, provide useful information in measuring operating performance, generating future operating plans and making strategic decisions regarding allocation of capital. Management believes this information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-cash and non-recurring items.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Ratio do not have a standardized meaning prescribed by GAAP and therefore it may not be comparable to similarly titled measures presented by other companies, and it should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
EBITDA is defined as net income (loss) for the period adjusted for interest expense, income tax expense (benefit) and depreciation expense and intangible amortization expense.
Adjusted EBITDA is defined as net income (loss) for the period adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization expense, stock compensation expense and any non-recurring items that management does not consider indicative of ongoing operating performance, including restructuring charges of $1.2 million recorded during the third quarter of 2025 and non-cash goodwill impairment of $27.8 million recorded during the fourth quarter of 2025.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of operating revenue.
Operating income is calculated as total operating revenue less total operating expenses.
Adjusted operating income is calculated as total operating revenue less total operating expenses adjusted to exclude amortization of intangibles, stock compensation expense, and non-recurring items that management does not consider indicative of ongoing operating performance, including restructuring charges of $1.2 million recorded during the third quarter of 2025 and non-cash goodwill impairment of $27.8 million recorded during the fourth quarter of 2025.
Operating ratio is calculated as total operating expenses as a percentage of operating revenue.
Adjusted operating ratio is calculated as total operating expenses adjusted to exclude amortization of intangibles, stock compensation expense, and any non-recurring items that management does not consider indicative of ongoing operating performance, as a percentage of operating revenue. Adjusted items including restructuring charges of $1.2 million recorded during the third quarter of 2025.
Summary Unaudited Financial Information ^(1)^
| Trailing Twelve months ending- | ||
|---|---|---|
| (000s) | ||
| Net (Loss) Income before income taxes | (45,302 | ) |
| Addback: | ||
| Depreciation & Amortization | 40,423 | |
| Stock Compensation Expense | 5,697 | |
| Interest Expense | 6,416 | |
| Goodwill Impairment | 27,787 | |
| Restructuring Charge | 1,243 | |
| Adjusted EBITDA | 36,264 |
All values are in US Dollars.
| (1) | The<br>amounts shown above reflect the unaudited summary financial results for the full twelve-month period presented. Amounts related to Brothers<br>are included only since the April 1, 2025, date of acquisition. |
|---|
4
PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(unaudited)**
| December 31, <br><br>2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 9,755,547 | $ | 14,285,745 | ||
| Accounts receivable, less allowance for credit losses (2026 - 1,079,746; 2025 - 826,740) | 49,011,373 | 42,188,909 | |||
| Net investment in leases, current portion | 101,362 | 126,730 | |||
| Maintenance supplies | 1,833,880 | 1,714,238 | |||
| Assets held for sale | 10,000 | 28,500 | |||
| Income tax receivable | 1,266,663 | 1,791,544 | |||
| Prepaid expenses and other current assets | 7,629,465 | 11,261,497 | |||
| Total current assets | 69,608,290 | 71,397,163 | |||
| Property and equipment, net of accumulated depreciation and amortization (2026 - 50,809,076; 2025 - 43,500,044) | 109,007,448 | 115,850,061 | |||
| Operating lease right-of-use assets | 12,023,542 | 12,633,834 | |||
| Net investment in leases, less current portion | 5,592 | 21,781 | |||
| Deposits | 6,154,989 | 6,124,946 | |||
| Goodwill | 148,643,673 | 148,476,407 | |||
| Intangible assets, net (2026 - 17,835,862; 2025 - 17,615,109) | 120,390,138 | 122,804,891 | |||
| Other long-term assets | 602,336 | 668,426 | |||
| Total Assets | 466,436,008 | $ | 477,977,509 | ||
| Liabilities, and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 9,900,722 | $ | 8,305,255 | ||
| Accrued liabilities | 33,495,656 | 33,030,001 | |||
| Finance lease liabilities, current portion | — | 8,758 | |||
| Operating lease liabilities, current portion | 2,425,617 | 2,249,651 | |||
| Long-term debt, current portion | 19,692,275 | 20,303,077 | |||
| Total current liabilities | 65,514,270 | 63,896,742 | |||
| Long-term liabilities: | |||||
| Operating lease liabilities, less current portion | 10,041,385 | 10,689,839 | |||
| Long-term debt, less current portion | 49,384,284 | 54,026,968 | |||
| Deferred tax liability, net | 32,688,452 | 34,900,440 | |||
| Other long-term liabilities | 3,073,049 | 3,073,049 | |||
| Total Liabilities | 160,701,440 | 166,587,038 | |||
| Stockholders’ Equity: | |||||
| Common stock, 0.01 par value; 50,000,000 shares authorized; 27,852,951 and 27,834,799 shares issued and 27,770,074 and 27,834,799 shares outstanding as of March 31, 2026 and December 31, 2025, respectively | 278,529 | 278,347 | |||
| Additional paid in capital | 357,531,687 | 356,179,787 | |||
| Accumulated deficit | (51,557,764 | ) | (45,067,663 | ) | |
| Treasury stock at cost 82,877 and 0 shares, as of March 31, 2026 and December 31, 2025, respectively | (517,884 | ) | — | ||
| Total Stockholders’ Equity | 305,734,568 | 311,390,471 | |||
| Total Liabilities and Stockholders’ Equity | 466,436,008 | $ | 477,977,509 |
All values are in US Dollars.
5
PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three months<br> ended<br> March 31, 2026 | Three months<br> ended<br> March 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Operating Revenue | ||||||
| Revenue, before fuel surcharge | $ | 86,196,954 | $ | 87,615,128 | ||
| Fuel surcharge and other reimbursements | 5,664,451 | 5,427,840 | ||||
| Other Revenue | 1,104,200 | 1,305,745 | ||||
| Lease Revenue | 724,064 | 857,308 | ||||
| Total Operating Revenue | 93,689,669 | 95,206,021 | ||||
| Operating Expenses | ||||||
| Salaries, wages and benefits | 20,892,844 | 19,288,103 | ||||
| Stock-based compensation | 1,352,082 | 1,183,009 | ||||
| Fuel and fuel taxes | 6,875,998 | 6,065,255 | ||||
| Purchased transportation | 44,614,009 | 47,208,843 | ||||
| Truck expenses | 7,230,793 | 5,849,846 | ||||
| Depreciation | 7,607,007 | 6,488,579 | ||||
| Intangible amortization | 2,414,753 | 2,415,830 | ||||
| (Gain) Loss on sale of equipment | (10,263 | ) | 8,781 | |||
| Insurance premiums and claims | 5,287,345 | 4,958,679 | ||||
| General, selling, and other operating expenses | 4,359,655 | 4,101,602 | ||||
| Total Operating Expenses | 100,624,223 | 97,568,527 | ||||
| Operating Loss | (6,934,554 | ) | (2,362,506 | ) | ||
| Other income and expense | ||||||
| Interest expense | (1,397,021 | ) | (1,570,920 | ) | ||
| Acquisition Costs | — | (37,102 | ) | |||
| Other income, net | 33,827 | 76,222 | ||||
| Total other expense, net | (1,363,194 | ) | (1,531,800 | ) | ||
| Loss before income taxes | (8,297,748 | ) | (3,894,306 | ) | ||
| Income tax benefit | (1,807,647 | ) | (702,621 | ) | ||
| Net Loss | $ | (6,490,101 | ) | $ | (3,191,685 | ) |
| Loss Per Share | ||||||
| Basic & Diluted | $ | (0.23 | ) | $ | (0.12 | ) |
| Weighted Average Shares | ||||||
| Basic & Diluted | 27,826,452 | 27,069,114 |
6