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0001998768
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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):
February 9, 2026
Proficient Auto Logistics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42035 |
|
93-1869180 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission file number) |
|
(IRS employer
identification 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 to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications 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 Financial
Condition
On
February 9, 2026, Proficient Auto Logistics, Inc. (the “Company”) issued a press release regarding its unaudited operating
and financial results for the three months and full year ended December 31, 2025, and comparative summary financial information for the
same time periods of 2024. The unaudited results are subject to the completion of accounting and annual audit procedures and are therefore
subject to adjustment. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.
The Company has scheduled
a conference call for 4:30 pm EST on February 9, 2026 to discuss its unaudited operating and financial results for the three months and
full year ended December 31, 2025. The Company invites investors to join the investor conference call by registering through this link:
https://register-conf.media-server.com/register/BId16f27ac6e964b1bb272c63dc338561e. Once registered, investors will receive a dial-in
and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/rx9uxfs8.
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 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release, dated February 9, 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, 2025 (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; 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.
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: February 9, 2026.
| |
Proficient Auto Logistics, Inc. |
| |
|
|
| |
By |
/s/ Brad Wright |
| |
|
Brad Wright |
| |
|
Chief Financial Officer and Secretary |
Exhibit 99.1
PROFICIENT
AUTO LOGISTICS REPORTS
FOURTH
quarter and FULL YEAR 2025 FINANCIAL RESULTS
JACKSONVILLE, FLORIDA – February 9, 2026
— Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”) today reported
its unaudited financial results for the three months and full year ended December 31, 2025, and comparative summary financial information
for the same time periods of 2024.
Full Year 2025 Summary (Full Year 2024 information
on a combined basis)
Total Operating Revenue of $430.4 million, increased
10.7% from 2024
Total Operating Income (Loss) of ($32.3) million,
versus $10.9 million in 2024. During the quarter, the Company recorded a non-cash goodwill impairment charge of $27.8 million as further
detailed below. The charge reduced Operating Income but did not affect Adjusted Operating Income(1) or cash flows for the
quarter or full year.
Adjusted Operating Income of $10.8
million, versus $19.5 million in 2024
Adjusted Operating Ratio(1) of 97.5%
compared to 95.0% in 2024
Total Units delivered of 2,311,234, an increase
of 16.2% from 2024
Rick O’Dell, Proficient’s Chief Executive
Officer, commented, “Reflecting on 2025, the automotive market seemingly peaked in March and April ahead of tariff impacts, and
the remainder of the year was weaker than our expectations. Despite that, we made significant progress in completing the integration of
the five Founding Companies, Auto Transport Group, and Brothers Auto Transport; demonstrated our top line growth strategies via market
share gains and acquisition; set a foundation for ongoing operating ratio reduction into 2026; improved our leverage and balance sheet
position, while generating significant free cash flow despite the weaker than expected market conditions; all while delivering reliable,
quality service to customers nationwide. We’re excited about the future of the business and our enhanced performance capabilities,
even as the external market remains similar to our experience over the latter part of last year.”
Explanatory Note
On May 13, 2024, Proficient completed the initial
public offering (the “IPO”) of its common stock and completed the acquisition (the “Combination”) of Delta Auto
Transport, Inc., Deluxe Auto Carriers, Inc., Sierra Mountain Group, Inc., Proficient Auto Transport, and Tribeca Automotive Inc. (collectively,
the “Founding Companies”). Thereafter, on August 16, 2024, the Company acquired Auto Transport Group, LLC, (“ATG”)
and on November 1, 2024, the Company acquired Utah Truck & Trailer Repair, LLC, (“UTT”), a repair facility located at
the ATG headquarters terminal in Ogden, Utah. On April 1, 2025, the Company acquired Brothers Auto Transport, LLC, (“Brothers”),
located in Wind Gap, Pennsylvania and on May 27, 2025, the Company acquired PVT Truck & Trailer Repair, LLC, (“PVT”) a
repair facility located at the Brothers headquarters. For a full description of these transactions, please refer to our Quarterly Report
on Form 10-Q for the period ended September 30, 2025.
The Company is providing the below summary unaudited
consolidated financial information for the three and twelve months ended December 31, 2025, with comparison to summary unaudited combined
information for the three and twelve months ended December 31, 2024. The summary unaudited consolidated/combined financial information
has been prepared by, and is the responsibility of, the respective management of Proficient (for the post-IPO period) and the Founding
Companies (for the period of January 1 through May 12, 2024). The consolidated financial statements have not yet been audited by the Company’s
independent registered public accounting firm, except that the consolidated balance sheet as of December 31, 2024, is derived from the
Company’s audited consolidated financial statements. Please refer to footnote 1 to the table for a description of periods included
for the various acquired entities.
| (1) | Adjusted
Operating Income and Adjusted Operating Ratio are non-GAAP financial measures. See “Summary Unaudited Financial Information”
on the following pages for additional information regarding the use of Adjusted Operating Income and Adjusted Operating Ratio and a reconciliation
to the most comparable GAAP measure. |
Summary Unaudited Consolidated/Combined
Financial Information (1)
| ($000s) | |
| Three months ended | | |
| Twelve months ended | |
| | |
| 12/31/2025 | | |
| 12/31/2024 | | |
| 12/31/2025 | | |
| 12/31/2024 | |
| Total Operating Revenue | |
$ | 105,378 | | |
$ | 94,520 | | |
$ | 430,426 | | |
$ | 388,761 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total Operating (Loss) Income | |
| (29,997 | ) | |
| (2,409 | ) | |
| (32,335 | ) | |
| 10,943 | |
| | |
| | | |
| | | |
| | | |
| | |
| Addback: | |
| | | |
| | | |
| | | |
| | |
| Goodwill Impairment | |
| 27,787 | | |
| - | | |
| 27,787 | | |
| - | |
| Amortization of Intangibles | |
| 2,455 | | |
| 2,416 | | |
| 9,780 | | |
| 5,710 | |
| Stock Compensation Expense | |
| 1,253 | | |
| 1,136 | | |
| 5,527 | | |
| 2,820 | |
| Adjusted Operating Income (2) | |
| 1,498 | | |
| 1,143 | | |
| 10,759 | | |
| 19,473 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted Operating Ratio (2) | |
| 98.6 | % | |
| 98.8 | % | |
| 97.5 | % | |
| 95.0 | % |
| | |
| | | |
| | | |
| | | |
| | |
| (Loss) Income before income taxes | |
| (31,457 | ) | |
| (4,257 | ) | |
| (40,899 | ) | |
| 7,151 | |
| | |
| | | |
| | | |
| | | |
| | |
| Addback: | |
| | | |
| | | |
| | | |
| | |
| Depreciation & Amortization | |
| 10,127 | | |
| 8,128 | | |
| 39,306 | | |
| 24,920 | |
| Stock Compensation Expense | |
| 1,253 | | |
| 1,136 | | |
| 5,527 | | |
| 2,820 | |
| Interest Expense | |
| 1,498 | | |
| 1,961 | | |
| 6,589 | | |
| 5,792 | |
| Goodwill Impairment | |
| 27,787 | | |
| - | | |
| 27,787 | | |
| - | |
| Restructuring Charge | |
| - | | |
| - | | |
| 1,901 | | |
| - | |
| Adjusted EBITDA (3) | |
| 9,208 | | |
| 6,968 | | |
| 40,211 | | |
| 40,683 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA Margin (3) | |
| 8.7 | % | |
| 7.4 | % | |
| 9.3 | % | |
| 10.5 | % |
| (1) | The
amounts shown above reflect the unaudited summary combined financial results of the five Founding Companies, as it pertains to the pre-IPO
portion of 2024, for the full three-month and twelve-month periods presented without any pro forma adjustments that would give effect
to the completion of the IPO or any related transaction expenses or adjustments recognized as a result of the IPO and concurrent Combinations.
The results of Proficient (acquiror entity) are included for the post-IPO periods of the three months and twelve months ended December
31, 2025 and December 31, 2024. Amounts related to ATG and Brothers are included only since August 16, 2024, and April 1, 2025, the respective
dates 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 | | |
Twelve months ended | |
| Select Operating Metrics | |
12/31/2025 | | |
12/31/2024 | | |
% Chg | | |
12/31/2025 | | |
12/31/2024 | | |
% Chg | |
| Unit Volume - Company Deliveries | |
| 204,586 | | |
| 171,717 | | |
| 19.1 | % | |
| 798,258 | | |
| 642,684 | | |
| 24.2 | % |
| Revenue / Unit - Company Deliveries | |
| 177.01 | | |
| 180.94 | | |
| -2.2 | % | |
| 180.65 | | |
| 193.08 | | |
| -6.4 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Unit Volume - Subhaulers | |
| 375,372 | | |
| 350,056 | | |
| 7.2 | % | |
| 1,512,976 | | |
| 1,346,298 | | |
| 12.4 | % |
| Revenue / Unit - Subhaulers | |
| 161.24 | | |
| 162.97 | | |
| -1.1 | % | |
| 167.16 | | |
| 177.12 | | |
| -5.6 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Percent Revenue, Company Deliveries | |
| 37 | % | |
| 35 | % | |
| | | |
| 36 | % | |
| 34 | % | |
| | |
| Percent Revenue, Subhaulers | |
| 63 | % | |
| 65 | % | |
| | | |
| 64 | % | |
| 66 | % | |
| | |
| (1) | The
amounts shown above reflect combined pre-IPO information for the five Founding Companies for the full three-month and twelve-month periods
presented without any pro forma adjustments that would give effect to the completion of the IPO or any related transaction expenses or
adjustments recognized as a result of the IPO and concurrent Combinations. Amounts related to ATG and Brothers are included only since
August 16, 2024, and April 1, 2025, the respective dates of acquisition. |
For the full year, total revenue increased $41.7 million, or 10.7%, versus 2024, while total unit deliveries were up 16.2% versus the
same period of 2024, as volume growth was partially offset by lower revenue per unit driven by customer mix. Company unit deliveries increased
24.2% year-over-year for the full year, outpacing 12.4% growth in Subhaul deliveries versus the same period, and reflecting continued
prioritization of Company-owned truck asset utilization for units delivered.
Fourth quarter revenue increased $10.9 million,
or 11.5%, compared to the same quarter of 2024. While the seasonally adjusted annual rate (SAAR) of automotive sales was down roughly
800,000 vehicles year-over-year in the fourth quarter, a full quarter of the Brothers acquisition and new business wins more than offset
the weaker revenue in core markets. However, these incremental gains could not fully overcome the fixed costs associated with the core
volume decline, which had negative impacts on margin and operating leverage.
As part of its annual goodwill impairment testing, the Company recorded a non-cash goodwill impairment charge of $27.8 million during
the fourth quarter of 2025. The impairment resulted from a comparison of the carrying amount of goodwill and other intangibles to estimated
fair value which uses a discounted cashflow model and requires significant assumptions regarding future cashflows. The decline in estimated
fair value primarily reflects changes in market conditions relative to estimates at the time of the Company’s IPO. Adjusted Operating
Ratio, which excludes this charge, was 97.5%, for the full year. The comparison of Adjusted Operating Ratio year-over-year is negatively
impacted by the step up in market value on fleet assets acquired in the IPO and subsequent fleet acquisitions of ATG and Brothers. The
increased depreciation expense resulting from that step up in valuation represents approximately 0.57% of the reported Adjusted Operating
Ratio for full year.
Balance Sheet
The Company ended the fourth quarter with $14.3
million of cash and $74.3 million of debt. The resulting net debt of approximately $60.0 million on December 31, 2025, equates to a net
leverage ratio of 1.5x when compared to Adjusted EBITDA of $40.2 million for the trailing twelve months. Total debt was reduced by approximately
$4.9 million during the quarter using continuing strong cashflow to further strengthen the balance sheet through reduced leverage.
Unaudited Financial Results
The financial results for the fourth quarter and
full year 2025 included in this press release are unaudited and reflect management’s current views. These results may be subject
to adjustment upon completion of the Company’s annual audit and finalization of its consolidated financial statements. The Company
has not yet filed its Annual Report on Form 10-K for fiscal year 2025. Certain statements contained herein are forward-looking statements
and are subject to risks and uncertainties. We undertake no obligation to update or supplement the information provided herein until we
report our final financial results for fiscal year 2025.
Conference Call
The Company will host an investor conference
call at 4:30 p.m. EST to discuss the results. Investors are invited to join the conference call by registering through the following
link: https://register-conf.media-server.com/register/BId16f27ac6e964b1bb272c63dc338561e; once registered, you will receive a
dial-in and a unique pin to join the conference. You may also join the listen-only Webcast via
https://edge.media-server.com/mmc/p/rx9uxfs8.
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
IPO 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-Looking
Statements
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, 2025 (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; 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.
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.
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.
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.
Summary Unaudited Financial Information (1)
| Trailing Twelve months ending- | |
12/31/2025 | |
| ($000s) | |
| |
Loss before income taxes | |
$ | (40,899 | ) |
| | |
| | |
| Addback: | |
| | |
| Depreciation & Amortization | |
| 39,306 | |
| Stock Compensation Expense | |
| 5,527 | |
| Interest Expense | |
| 6,589 | |
| Goodwill Impairment | |
| 27,787 | |
| Restructuring Charge | |
| 1,901 | |
| Adjusted EBITDA | |
$ | 40,211 | |
| (1) | The
amounts shown above reflect the unaudited summary financial results for the full twelve-month period presented. Amounts related to Brothers
are included only since the April 1, 2025, date of acquisition. |
PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| | |
December 31,
2025 | |
| ASSETS | |
| |
| Current assets: | |
| |
| Cash and cash equivalents | |
$ | 14,285,745 | |
| Accounts receivable, less allowance for credit losses (2025 - $826,740) | |
| 42,188,909 | |
| Net investment in leases, current portion | |
| 126,730 | |
| Maintenance supplies | |
| 1,714,238 | |
| Assets held for sale | |
| 28,500 | |
| Income tax receivable | |
| 2,335,777 | |
| Prepaid expenses and other current assets | |
| 9,701,439 | |
| Total current assets | |
| 70,381,338 | |
| Property and equipment, net of accumulated depreciation (2025 - $43,500,044) | |
| 115,850,061 | |
| Operating lease right-of-use assets | |
| 12,633,834 | |
| Net investment in leases, less current portion | |
| 21,781 | |
| Deposits | |
| 6,124,946 | |
| Goodwill | |
| 148,476,407 | |
| Intangible assets, net of amortization and impairment (2025 - $17,615,109) | |
| 122,804,891 | |
| Other long-term assets | |
| 668,426 | |
| Total assets | |
$ | 476,961,684 | |
| | |
| | |
| Liabilities, and stockholders’ equity | |
| | |
| Current liabilities: | |
| | |
| Accounts payable | |
$ | 8,305,253 | |
| Accrued liabilities | |
| 30,030,001 | |
| Finance lease liabilities, current portion | |
| 8,758 | |
| Operating lease liabilities, current portion | |
| 2,249,651 | |
| Long-term debt, current portion | |
| 20,613,301 | |
| Total current liabilities | |
| 61,206,964 | |
| | |
| | |
| Long-term liabilities: | |
| | |
| Line of credit | |
| - | |
| Finance lease liabilities, less current portion | |
| - | |
| Operating lease liabilities, less current portion | |
| 10,689,839 | |
| Long-term debt, less current portion | |
| 53,716,744 | |
| Deferred tax liability, net | |
| 34,311,239 | |
| Other long-term liabilities | |
| 3,073,049 | |
| Total liabilities | |
| 162,997,835 | |
| | |
| | |
| Commitments and contingencies | |
| | |
| | |
| | |
| Stockholders’ equity: | |
| | |
| Common stock, $0.01 par value; 50,000,000 shares authorized; 27,834,799 shares issued and outstanding as of December 31, 2025 | |
| 278,347 | |
| Additional paid in capital | |
| 356,179,787 | |
| Accumulated deficit | |
| (42,494,285 | ) |
| Total stockholders’ equity | |
| 313,963,849 | |
| Total liabilities and stockholders’ equity | |
$ | 476,961,684 | |
PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| | |
As December 31, 2025 | |
| | |
Twelve Months Ended | | |
Three Months Ended | |
| Operating revenue | |
| | |
| |
| Revenue, before fuel surcharge | |
$ | 396,627,459 | | |
$ | 96,739,791 | |
| Fuel surcharge and other reimbursements | |
| 25,887,757 | | |
| 6,214,936 | |
| Other revenue | |
| 4,383,874 | | |
| 1,123,163 | |
| Lease revenue | |
| 3,526,084 | | |
| 1,299,873 | |
| Total operating revenue | |
| 430,425,174 | | |
| 105,377,763 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Salaries, wages and benefits | |
| 85,242,607 | | |
| 21,156,415 | |
| Stock-based compensation | |
| 5,527,316 | | |
| 1,252,598 | |
| Fuel and fuel taxes | |
| 25,757,819 | | |
| 6,414,773 | |
| Purchased transportation | |
| 215,153,626 | | |
| 52,145,507 | |
| Truck expenses | |
| 25,549,240 | | |
| 6,521,600 | |
| Depreciation | |
| 29,526,381 | | |
| 7,672,302 | |
| Intangible amortization | |
| 9,779,749 | | |
| 2,454,637 | |
| Goodwill & Intangibles Impairment | |
| 27,787,000 | | |
| 27,787,000 | |
| Gain on sale of equipment | |
| (257,864 | ) | |
| 21,047 | |
| Insurance premiums and claims | |
| 21,205,671 | | |
| 5,459,070 | |
| General, selling, and other operating expenses | |
| 17,488,511 | | |
| 4,489,797 | |
| Total Operating Expenses | |
| 462,760,056 | | |
| 135,374,746 | |
| Operating loss | |
| (32,334,882 | ) | |
| (29,996,983 | ) |
| Other income and expense | |
| | | |
| | |
| Interest expense | |
| (6,588,973 | ) | |
| (1,497,676 | ) |
| Acquisition costs | |
| (438,514 | ) | |
| (31,969 | ) |
| Restructuring Charges | |
| (1,901,103 | ) | |
| - | |
| Other income, net | |
| 364,326 | | |
| 69,885 | |
| Total other income (expense), net | |
| (8,564,264 | ) | |
| (1,459,760 | ) |
| Loss before income taxes | |
| (40,899,146 | ) | |
| (31,456,743 | ) |
| Income tax benefit | |
| (7,452,958 | ) | |
| (5,778,761 | ) |
| Net loss | |
$ | (33,446,188 | ) | |
$ | (25,677,982 | ) |
| | |
| | | |
| | |
| Loss Per Share | |
| | | |
| | |
| Basic & Diluted | |
$ | (1.21 | ) | |
$ | (0.92 | ) |
| | |
| | | |
| | |
| Weighted Average Shares | |
| | | |
| | |
| Basic & Diluted | |
| 27,578,622 | | |
| 27,826,994 | |
7
