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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): May 6, 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 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 Vote of 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.

 

- 1 -


 

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
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  

 

- 2 -


 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  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.

 

- 3 -


 

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

 

- 4 -

 

EX-99.1 2 ea028907501ex99-1.htm PRESS RELEASE, DATED MAY 7, 2026

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 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 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 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-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, 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-   3/31/2026  
($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  

 

(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.

 

4


 

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

 

    March 31,
2026
    December 31,
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  

 

5


 

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

    Three months
ended
March 31, 2026
    Three months
ended
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  

 

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