UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

001-42035

(Commission File Number)

PROFICIENT AUTO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		93-1869180
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12276 San Jose Blvd. Suite 426 Jacksonville, Florida		32223
(Address of principal executive offices)		(Zip Code)

(904) 506-7918

(Registrant’s telephone number, including area code)

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, par value $0.01 per share		PAL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 27,830,037 shares of common stock outstanding at November 10, 2025.

Index

		Page
PART I - FINANCIAL INFORMATION:
Item 1. Condensed Consolidated Financial Statements (Unaudited):

Proficient Auto Logistics, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (Successor)		1
Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2025 (Successor), the three and nine months ended September 30, 2024 (Successor), and the period from January 1, 2024 to May 12, 2024 (Predecessor) (unaudited)		2
Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2025 (Successor), the three and nine months ended September 30, 2024 (Successor), and the period from January 1, 2024 to May 12, 2024 (Predecessor) (unaudited)		3
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2025 (Successor), the nine months ended September 30, 2024 (Successor) and the period from January 1, 2024 to May 12, 2024 (Predecessor) (unaudited)		4
Notes to Condensed Consolidated Financial Statements (unaudited)		5

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		39
Item 4. Controls and Procedures		39

PART II - OTHER INFORMATION:		41
Item 1. Legal Proceedings		41
Item 1A. Risk Factors		41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities		41
Item 3. Defaults Upon Senior Securities		41
Item 4. Mine Safety Disclosures		41
Item 5. Other Information		41
Item 6. Exhibits		42

EXPLANATORY NOTE

On May 13, 2024, Proficient Auto Logistics, Inc. (“Proficient”) completed the initial public offering (the “IPO”) of its common stock. Prior to the IPO, Proficient had entered into agreements (the “Combination Agreements”) to acquire in multiple, separate acquisitions (the “Combinations”) five operating businesses and their respective affiliated entities, as applicable, operating under the following names: (i) Delta Automotive Services, Inc. (which converted to Delta Automotive Services, LLC in an F-reorganization on April 29, 2024), doing business as Delta Auto Transport, Inc. (“Delta”), (ii) Deluxe Auto Carriers, Inc. (“Deluxe”), (iii) Sierra Mountain Group, Inc. (“Sierra”), (iv) Proficient Auto Transport, Inc. (“Proficient Transport”), and (v) Tribeca Automotive Inc. (“Tribeca” and, together with Delta, Deluxe, Sierra, and Proficient Transport, the “Founding Companies”). On May 13, 2024, in connection with the closing of the IPO, Proficient also completed the acquisitions of all the Founding Companies.

For accounting and reporting purposes, Proficient has been identified as the designated accounting acquirer (“Successor”) of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor (“Predecessor”) to the Company (as defined below). The Successor financial information presented herein includes results of operations for the period ended September 30, 2025, from the acquired businesses as well as expenses from the acquiring entity. The unaudited condensed consolidated financial statements as of, and for, the three and nine months ended, September 30, 2024, for Proficient (Successor), and the period from January 1, 2024, to May 12, 2024, for Proficient Transport (Predecessor) are included in this Quarterly Report on Form 10-Q. The Company is not required to provide, and this Quarterly Report on Form 10-Q does not contain, pro forma financial data giving effect to the completion of the Combinations and the completion of the IPO and the use of the proceeds therefrom. However, the Company is providing summary unaudited combined financial information for the nine months ended September 30, 2024. See Note 3 - “Business Combinations”. The summary of unaudited combined financial information has been prepared by, and is the responsibility of, Proficient’s and the Founding Companies’ management. The unaudited consolidated financial statements have not 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. In the opinion of management, the unaudited consolidated financial statements reflect all necessary adjustments to present fairly the Company’s interim financial position, results of operations and cash flows. All adjustments are of a recurring nature unless otherwise disclosed herein.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Proficient” refer to the successor company, Proficient Auto Logistics, Inc., prior to the Combinations, and to Proficient Auto Logistics, Inc. and its subsidiaries after giving effect to the Combinations.

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

	Successor
	September 30, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	14,535,206		$	15,398,714
Accounts receivable, less allowance for credit losses (2025 - $444,292; 2024 - $134,372)		45,921,867			37,394,656
Net investment in leases, current portion		157,379			266,447
Maintenance supplies		1,629,186			1,356,814
Assets held for sale		28,500			265,900
Income tax receivable		2,294,190			2,944,742
Prepaid expenses and other current assets		8,152,346			10,060,169
Total current assets		72,718,674			67,687,442
Property and equipment, net of accumulated depreciation (2025 - $35,914,331; 2024 - $15,541,572)		120,531,376			122,636,636
Operating lease right-of-use assets		9,295,968			10,970,536
Net investment in leases, less current portion		37,495			175,330
Deposits		6,144,419			4,676,679
Goodwill		173,424,181			169,056,675
Intangible assets, net of amortization (2025 - $13,034,472; 2024 - $5,709,360)		127,385,528			132,490,640
Other long-term assets		734,621			393,006
Total assets	$	510,272,262		$	508,086,944

Liabilities, and stockholders’ equity
Current liabilities:
Accounts payable	$	11,107,676		$	9,829,355
Accrued liabilities		29,494,642			21,826,519
Finance lease liabilities, current portion		31,578			89,184
Operating lease liabilities, current portion		1,696,349			1,825,970
Long-term debt, current portion		21,417,482			19,052,903
Total current liabilities		63,747,727			52,623,931

Long-term liabilities:
Line of credit		-			7,000,000
Finance lease liabilities, less current portion		-			8,343
Operating lease liabilities, less current portion		7,848,501			9,258,234
Long-term debt, less current portion		57,812,341			56,336,911
Deferred tax liability, net		40,132,537			42,638,079
Other long-term liabilities		2,341,923			2,241,923
Total liabilities		171,883,029			170,107,421

Commitments and contingencies (Note 16)

Stockholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 27,818,905 and 27,069,114 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively		278,188			270,691
Additional paid in capital		354,927,346			346,756,929
Accumulated deficit		(16,816,301	)		(9,048,097	)
Total stockholders’ equity		338,389,233			337,979,523
Total liabilities and stockholders’ equity	$	510,272,262		$	508,086,944

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

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

(unaudited)

	Successor												Predecessor
	Nine months ended September 30, 2025			Nine months ended September 30, 2024			Three months ended September 30, 2025			Three months ended September 30, 2024			Period January 1 to May 12, 2024
Operating revenue
Revenue, before fuel surcharge	$	299,887,668		$	136,100,637		$	104,900,181		$	84,289,892		$	38,947,787
Fuel surcharge and other reimbursements		19,672,820			9,611,959			7,442,725			6,017,296			2,073,087
Other revenue		3,260,712			526,634			1,266,845			375,967			-
Lease revenue		2,226,211			1,174,868			685,053			822,346			196,814
Total operating revenue		325,047,411			147,414,098			114,294,804			91,505,501			41,217,688

Operating Expenses
Salaries, wages and benefits		64,086,192			27,041,664			22,341,396			17,373,659			27,483,771
Stock-based compensation		4,274,717			7,746,796			1,870,211			1,071,160			-
Fuel and fuel taxes		19,343,046			9,443,137			6,497,935			5,956,074			1,119,549
Purchased transportation		163,008,119			73,113,996			56,851,258			44,995,562			25,995,763
Truck expenses		19,027,640			8,091,752			6,739,370			5,692,078			1,886,793
Depreciation		21,854,078			9,987,031			7,718,519			6,566,444			934,988
Intangible amortization		7,325,112			3,293,527			2,454,641			2,217,083			-
Gain on sale of equipment		(278,911	)		(105,183	)		(52,597	)		(107,491	)		(235,081	)
Insurance premiums and claims		15,746,601			7,212,021			5,405,410			5,459,075			1,107,047
General, selling, and other operating expenses		12,998,713			6,693,073			4,569,409			4,467,362			3,944,823
Total Operating Expenses		327,385,307			152,517,814			114,395,552			93,691,006			62,237,653
Operating loss		(2,337,896	)		(5,103,716	)		(100,748	)		(2,185,505	)		(21,019,965	)
Other income and expense
Interest expense		(5,091,297	)		(2,046,941	)		(1,682,501	)		(1,407,146	)		(717,431	)
Acquisition costs		(406,545	)		(1,049,570	)		(94,738	)		(1,049,570	)		-
Adjustment of Earn Out Contingency		-			3,095,114			-			3,095,114			-
Restructuring Charges		(1,901,103	)		-			(1,901,103	)		-			-
Other income, net		294,441			20,918			113,150			(146,151	)		2,078
Total other income (expense), net		(7,104,504	)		19,521			(3,565,192	)		492,247			(715,353	)
Loss before income taxes		(9,442,400	)		(5,084,195	)		(3,665,940	)		(1,693,258	)		(21,735,318	)
Income tax (benefit) expense		(1,674,196	)		143,054			(646,254	)		(327,782	)		(6,350,642	)
Net loss	$	(7,768,204	)	$	(5,227,249	)	$	(3,019,686	)	$	(1,365,476	)	$	(15,384,676	)

Loss Per Share
Basic & Diluted	$	(0.28	)	$	(0.35	)	$	(0.11	)	$	(0.05	)

Weighted Average Shares
Basic & Diluted		27,494,922			14,851,641			27,796,148			26,495,108

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

Successor

	Common Stock				Additional Paid in		Accumulated			Total
	Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2023		2,939,130	$	29,391	$	932,609	$	(572,829	)	$	389,171
Net loss		—		—		—		(309,878	)		(309,878	)
Balance, March 31, 2024		2,939,130	$	29,391	$	932,609	$	(882,707	)	$	79,293
Issuance of shares through IPO		15,768,333		157,683		212,134,166		—			212,291,849
Business Combination		6,848,795		68,488		102,663,477		—			102,731,965
Stock-based compensation		404,177		4,042		6,671,594		—			6,675,636
Net Loss		—		—		—		(3,551,895	)		(3,551,895	)
Balance June 30, 2024		25,960,435	$	259,604	$	322,401,846	$	(4,434,602	)	$	318,226,848
Business Combination		1,069,346		10,694		20,531,443		—			20,542,137
Stock-based compensation		—		—		1,071,160		—			1,071,160
Net Loss		—		—		—		(1,365,476	)		(1,365,476	)
Balance September 30, 2024		27,029,781		270,298		344,004,449		(5,800,078	)		338,474,669

Balance, December 31, 2024		27,069,114	$	270,691	$	346,756,929	$	(9,048,097	)	$	337,979,523
Stock-based compensation		—		—		1,183,009		—			1,183,009
Net loss		—		—		—		(3,191,685	)		(3,191,685	)
Balance, March 31, 2025		27,069,114	$	270,691	$	347,939,938	$	(12,239,782	)	$	335,970,847
Business Combination		395,322		3,953		3,810,911		—			3,814,864
Stock-based compensation		274,549		2,745		1,218,752		—			1,221,497
Other		—		—		77,932		—			77,932
Net loss		—		—		—		(1,556,833	)		(1,556,833	)
Balance, June 30, 2025		27,738,985	$	277,389	$	353,047,533	$	(13,796,615	)	$	339,528,307
Stock-based compensation		79,920		799		1,869,412		—			1,870,211
Other		—		—		10,401		—			10,401
Net Loss		—		—		—		(3,019,686	)		(3,019,686	)
Balance September 30, 2025		27,818,905	$	278,188	$	354,927,346	$	(16,816,301	)	$	338,389,233

Predecessor

	Common stock				Retained			Total
	Shares		Amount		earnings			Equity
Balance, December 31, 2023		392,825	$	3,928	$	7,748,792		$	7,752,720
Accrued and unpaid dividends on Series A preferred stock		—		—		(260,526	)		(260,526	)
Net loss		—		—		(15,384,676	)		(15,384,676	)
Balance, May 12, 2024		392,825	$	3,928	$	(7,896,410	)	$	(7,892,482	)

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Successor						Predecessor
	Nine months ended September 30, 2025			Nine months ended September 30, 2024			Period January 1, 2024 to May 12, 2024
Cash flows from operating activities:
Net loss	$	(7,768,204	)	$	(5,227,249	)	$	(15,384,676	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Stock-based compensation		4,274,717			7,746,796			—
Provision for credit losses		481,348			114,659			53,000
Depreciation and amortization expense		29,179,190			13,280,558			934,988
Gain on sale of equipment		(278,911	)		(105,183	)		(235,081	)
Interest income		(27,045	)		(5,365	)		(273	)
Amortization of debt issuance costs		53,121			35,296			4,795
Deferred income tax benefit		(2,217,352	)		—			(3,697,804	)
Operating lease expense		1,451,392			592,869			25,404
Adjustment of Earn Out Contingency		—			(3,095,114	)		—

Change in operating assets and liabilities:
Accounts receivable		(7,194,104	)		1,477,149			7,745,840
Net investment in leases		273,948			67,327			11,515
Maintenance supplies		(67,774	)		(99,150	)		305,619
Income tax receivable		(421,600	)		—			(2,640,127	)
Prepaid expenses and other assets		3,694,139			(5,033,566	)		1,029,275
Deposits		(724,114	)		(71,305	)		42,954
Accounts payable		496,410			(3,694,577	)		(159,661	)
Book overdraft		—			—			(891,410	)
Accrued liabilities		5,791,571			1,278,223			22,055,094
Income tax payable		—			1,034,097			(1,174,959	)
Operating lease liabilities		(1,316,178	)		(527,365	)		(27,951	)
Net cash flows provided by operating activities		25,680,554			7,768,100			7,996,542

Cash flows from investing activities:
Proceeds from sale of equipment		1,087,254			1,232,988			252,441
Purchases of property and equipment		(3,203,842	)		(5,808,146	)		(303,534	)
Business Combinations, net of cash acquired		(9,063,849	)		(197,254,807	)		—
Net cash flows used in investing activities		(11,180,437	)		(201,829,965	)		(51,093	)

Cash flows from financing activities:
Proceeds from line of credit		4,000,000			11,000,000			13,265,526
Proceeds from long-term debt		9,000,000			4,422,522			—
Repayments of line of credit		(11,000,000	)		(4,411,720	)		(16,715,655	)
Repayments of long-term debt		(17,297,676	)		(10,694,764	)		(719,572	)
Repayment of SBA Loan		—			(2,083,833	)		—
Repayments of finance lease obligations		(65,949	)		(33,101	)		(1,427,821	)
Payment of finance fees		—			(39,106	)		—
Common stock issued at IPO		—			212,291,849			—
Net cash flows (used in) provided by financing activities		(15,363,625	)		210,451,847			(5,597,522	)
Net change in cash		(863,508	)		16,389,982			2,347,927
Cash and cash equivalents, beginning of period		15,398,714			458,233			4,273
Cash and cash equivalents, end of period	$	14,535,206		$	16,848,215		$	2,352,200

Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,061,784		$	1,793,857		$	786,925
Cash paid for taxes	$	1,002,632		$	1,900,381		$	1,187,370

Noncash investing and financing activity:
Right of use assets obtained in exchange for lease liability	$	—		$	—		$	328,489
Equipment financed through long-term debt	$	5,766,694		$	12,236,688		$	—
Accrued and unpaid dividends	$	—		$	—		$	260,526
Earn-out liability	$	100,000		$	—		$	—
Issuance of shares for business combinations	$	3,814,864		$	123,274,102		$	—

The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Nature of operations

AH Acquisition Corp. was formed on June 13, 2023, pursuant to the laws of the State of Delaware to become a holding company for the consolidation of several operating companies within the automobile transportation industry. Subsequently, on October 17, 2023, AH Acquisition Corp. legally changed its name to Proficient Auto Logistics, Inc (“Proficient”, the “Company”, or “We”).

Proficient is an industry leading specialized freight company focused on providing auto transportation and logistics services. The Company offers a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, or regional rail yards to auto dealerships around the country. We have developed a differentiated business model due to our scale, breadth of geographic coverage, and embedded customer relationships with leading auto original equipment manufacturing companies (“OEMs”). Our customers range from large, global auto companies to electric vehicle (“EV”) producers, auto dealers, auto auctions, rental car companies, and auto leasing companies. Proficient operates an asset-based Company Drivers service (“Company Drivers”) on behalf of the manufacturers as well as various third-party logistics management companies or brokers. In addition, Proficient provides third party logistics to other transportation companies under an asset-light freight model (“Subhaulers”).

Note 2 — Summary of significant accounting policies

Basis of Presentation — The condensed consolidated financial statements and footnotes have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Thereafter, on August 16, 2024, the Company acquired Auto Transport Group, LC, (“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. These acquisitions expanded the Company’s geographic presence and services offered. Amounts related to ATG and Brothers are included only since August 16, 2024 and April 1, 2025, respectively, the respective dates of acquisition.

The Combinations and subsequent acquisitions are accounted for as business combinations under ASC 805. Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the “accounting acquirer”.

Proficient has been identified as the designated accounting acquirer (“Successor”) of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor (“Predecessor”) to the Company. The Successor financial information presented herein includes unaudited condensed consolidated financial statements for the three and nine months ended, September 30, 2025 and 2024 for Proficient (which includes results of operations from the period May 13, 2024 to September 30, 2024 from the acquired businesses as well as expenses from the acquiring entity for the three and nine months ended September 30, 2024) and the unaudited condensed consolidated financial statements for the period January 1, 2024 through May 12, 2024 are included in this Quarterly Report on Form 10-Q. A black line between the Successor and Predecessor periods has been placed in the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity (Deficit), Condensed Consolidated Statements of Cash Flows and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods. Please refer to Note 3, “Business Combinations”.

Principles of Consolidation — The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The condensed consolidated financial statements in the Successor periods include the impact of push-down accounting with acquisition-related costs pushed down to the corresponding reporting entity.

Accounts Receivable — Accounts receivable represents customer obligations due under normal trade terms. The Company reviews accounts receivable on a continuing basis to determine if any receivables are potentially uncollectible. The Company writes off uncollectible receivables based on specifically identified amounts determined to be uncollectible. Based on the information available, the Company recorded an allowance for credit losses of approximately $444,292 and $134,372 at September 30, 2025, and December 31, 2024, respectively. Actual write-offs could differ from management’s estimate.

Business Combinations — The Company accounts for business combinations using the acquisition method pursuant to ASC 805, Business Combinations. For each acquisition, the Company recognizes the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Valuations of certain assets acquired, including customer relationships, developed technology and trade names involve significant judgment and estimation. The Company uses independent valuation specialists to help determine fair value of certain assets and liabilities. Valuations utilize significant estimates, such as forecasted revenues and profits. Changes in these estimates could significantly impact the value of certain assets and liabilities. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. The Company completes the final fair value determination of the assets acquired and liabilities assumed for each acquired business as soon as practicable within the measurement period, but not to exceed one year from the acquisition date.

Goodwill — Goodwill is recorded when the purchase price paid in a business combination exceeds the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment on an annual basis, or upon an occurrence of an event or changes in circumstances that indicate that the carrying value may not be recoverable. In the absence of any indications of potential impairment, the evaluation of goodwill is performed during the fourth quarter of each year.

Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether the fair value of a reporting unit is less than its carrying amount. The Company then completes a quantitative impairment test if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired, and no additional steps are needed. If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Intangible Assets, Net — The Company’s intangible assets consist of acquired customer relationships and trade names. Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method.

When determining the fair value of acquired intangible assets, management makes significant estimates and assumptions, including, but not limited to, expected long-term market growth, customer retention, future expected operating expenses, costs of capital and appropriate discount rates. Finite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives.

Stock-Based Compensation — Restricted Stock Units (“RSUs”) have been granted to eligible employees of the Company. In accounting for stock-based compensation awards, the Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation expense for time-vesting awards is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. The estimated fair value of the RSUs was determined using the fair value of the Company’s common stock on the grant date.

Fair Value Measurements — The Company determines fair value based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, as determined by either the principal market or the most advantageous market in which it transacts. The Company applies fair value accounting for all the financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation.

As of September 30, 2025, and December 31, 2024, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other current assets and liabilities approximates fair value (except for current maturities of long-term debt) due to the short maturities of these instruments. Certain assets, including goodwill, intangible assets and other long-lived assets, are also subject to measurement at fair value on a nonrecurring basis if they are deemed to be impaired as a result of an impairment review.

Segment Reporting — In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise for which separate financial information is available and are regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM primarily evaluates performance based on operational results from the services provided by Company Drivers and Subhaulers, which represent the Company’s operating segments for the three and nine months ended September 30, 2025 (Successor), and for the three and nine months ended September 30, 2024 (Predecessor), respectively. The Company’s CODM has been identified to collectively include the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.

Accounting Pronouncements Not Yet Adopted – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. The Company has evaluated the new disclosure requirements, and they will not have a material impact on our disclosures.

In March 2024, the SEC adopted final rules under SEC Release Nos. 33-11275 and 33-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that will require registrants to provide certain climate-related information in their registration statements and annual reports. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. The Company is currently assessing the impact this standard will have on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires additional disclosure about certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026, while early adoption is permitted. The Company is currently assessing the impact this standard will have on its disclosures.

Restructuring Charges - In 2025, management committed to a series of consolidation and organizational alignment initiatives aimed at improving operational efficiency and long-term profitability. As part of this commitment, we incurred a one-time restructuring charge of $1.9 million in the third quarter of 2025. These charges primarily consisted of separation payments related to headcount reductions and acceleration of premium charges on terminated insurance contracts.

Note 3 — Business Combinations

Acquisition of the Founding Companies

On December 21, 2023, Proficient Auto Logistics, Inc. entered into agreements to acquire in multiple, separate acquisitions five operating businesses and their respective affiliated entities, as applicable: (i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient Transport, and (v) Tribeca. The closing of the acquisitions occurred concurrently with the closing of the Company’s IPO of its common stock on May 13, 2024.

The various agreements to acquire the Founding Companies are briefly described below:

●

The Company entered into a Membership Interest Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Delta for cash and shares of common stock. Delta’s main business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, primarily in the Southeast and East Coast of the United States.

●

The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Deluxe for cash, shares of common stock and contingent consideration in the form of an earn-out provision. The earn-out provision, which provided that the Company would make earn-out payments, fifty percent (50%) in cash and fifty percent (50%) in shares of common stock, to Deluxe under certain terms and conditions related to Deluxe’s EBITDA for the period commencing on January 1, 2024 and ending on December 31, 2024. No earnout payment was ultimately due under this agreement. Deluxe’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, primarily in the West Coast and South of the United States.

●

The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Proficient Transport for cash and shares of common stock. Proficient Transport’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, primarily in the South, Southeast and East Coast of the United States.

●

The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Sierra for cash and shares of common stock. Sierra Mountain’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, primarily in the West Coast and the Midwest of the United States.

●

The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Tribeca for cash and shares of common stock. Tribeca’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, primarily in the East Coast and Southeast of the United States.

The acquisitions were accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations. Proficient Auto Logistics, Inc. was the accounting acquirer, and the Company elected to apply pushdown accounting. The tables below present the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of the Founding Companies based on the respective fair values as of December 31, 2024, and all measurement period adjustments as of December 31, 2024, as well as the measurement period adjustments recorded as of May 12, 2025.

Total Acquisition Date Amounts Recognized as of December 31, 2024

	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	36,634,181	$	82,185,183	$	17,442,396	$	10,685,499	$	178,528,051
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	60,637,285	$	108,761,111	$	31,391,436	$	19,685,554	$	284,945,125

Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	26,852,598	$	51,500,811	$	20,321,662	$	9,255,115	$	144,841,925
Goodwill	$	27,558,000	$	33,784,687	$	57,260,300	$	11,069,774	$	10,430,439	$	140,103,200

Total Acquisition Date Amounts Recognized as of May 12, 2025

	Delta		Deluxe¹		Proficient Transport¹		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	35,597,237	$	82,185,183	$	17,442,396	$	10,685,499	$	177,491,107
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	59,600,341	$	108,761,111	$	31,391,436	$	19,685,554	$	283,908,181

Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	25,470,641	$	50,428,659	$	20,321,662	$	9,255,115	$	142,387,816
Goodwill	$	27,558,000	$	34,129,700	$	58,332,452	$	11,069,774	$	10,430,439	$	141,520,365

Final adjustments were made to Deluxe and Proficient Transport. At Deluxe, the Company withheld $1,036,944 of the escrow payment and incurred $1,381,957 in additional liabilities and deferred taxes. At Proficient Transport, an adjustment was made to income tax receivable of $1,072,152.

The Company recognized intangible assets as follows:

	Useful Life	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Customer relationships	15 years	$	34,200,000	$	16,700,000	$	32,600,000	$	16,800,000	$	2,200,000	$	102,500,000
Trade names	10 years		1,800,000		2,600,000		4,300,000		2,400,000		1,300,000		12,400,000
Total		$	36,000,000	$	19,300,000	$	36,900,000	$	19,200,000	$	3,500,000	$	114,900,000

The Combinations resulted in $141.5 million of goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of the types of acquisitions in which the Company engaged for the period April 1 to May 12, 2024, asset, stock acquisitions, and stock acquisitions with a 338(h)(10) election made, the Company expects approximately $120.6 million of the total goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. At September 30, 2025, the values of the founding companies are complete. Any subsequent adjustments will now be recorded to earnings. The Company recorded remeasurement adjustments of the Founding Companies as indicated in the respective entity table columns above.

Auto Transport Group Acquisition

On August 8, 2024, PAL Stock Acquiror, Inc. and PAL Merger Sub, LLC, subsidiaries of the Company, executed an Agreement and Plan of Merger (the “Merger Agreement”) with Auto Transport Group, LC, (“ATG”) pursuant to which the Company acquired all of the outstanding equity of ATG to expand the Company’s geographic presence and services offered. ATG provides vehicle transportation and shipping services in the Mountain Western region. The transaction closed on August 15, 2024. The acquisition was accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations. Proficient Auto Logistics, Inc. was the accounting acquirer, and the Company elected to apply pushdown accounting. The table below presents the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of ATG based on the respective fair values as of December 31, 2024 as well as the measurement period adjustments recorded as of August 16, 2025:

	December 31, 2024		Adjustment			August 16, 2025
Purchase consideration
Cash consideration paid	$	28,938,295		(500,000	)	$	28,438,295
Stock consideration issued		20,542,136		-			20,542,136
Total purchase price	$	49,480,431		(500,000	)	$	48,980,431

Allocation of purchase price
Fair value of net assets acquired		24,886,502		218,438			25,104,940
Goodwill		24,593,929		(718,438	)		23,875,491

The Company recognized intangible assets as follows:

	Useful Life	Auto Transport Group
Customer relationships	15 years	$	22,200,000
Trade names	10 years		1,100,000
Total		$	23,300,000

The acquisition of ATG resulted in $23,875,491 of goodwill, consisting largely of the expected synergies from combining operations, as well as the value of the workforce. In this asset acquisition, no portion of the total goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. At September 30, 2025, the value of ATG acquisition is complete. Any subsequent adjustments will now be recorded to earnings.

Utah Truck & Trailer Acquisition

On November 1, 2024, PAL Stock Acquiror, Inc. purchased Utah Truck & Trailer Repair, LLC, (“UTT”), a repair facility located at the ATG headquarters terminal in Ogden, Utah. The Company purchased UTT for $4,515,004 in an all-cash transaction to expand the Company’s ability to maintain its revenue generating fleet in the Western region of the country. In connection with this acquisition, the Company recognized $155,458 in net tangible assets and $4,359,546 in goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this asset acquisition, the Company expects all of the goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Brothers Auto Transport Acquisition

On April 1, 2025, PAL Stock Acquiror, Inc. purchased all the outstanding equity of Brothers Auto Transport, LLC, (“Brothers”), which provides vehicle transportation and shipping services in the Northeast and MidAtlantic regions of the country. Brothers was purchased for $12,746,221, a combination of cash and stock. In connection with this acquisition, the Company recognized $7,579,936 in net tangible assets which includes $6,313,921 in equipment notes, and $2,220,000 in intangible assets and $2,946,285 in goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this acquisition, the Company expects all of the goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

PVT Truck and Trailer Acquisition

On May 27, 2025, Proficient Repairs Services, LLC purchased PVT Truck & Trailer Repair, LLC, (“PVT”), a repair facility located at the Brothers headquarters terminal in Wind Gap, Pennsylvania. The Company purchased PVT for $1,032,995 in an all-cash transaction to expand the Company’s ability to maintain its revenue generating fleet in the Northeast and MidAtlantic regions of the country. In connection with this acquisition, the Company recognized $310,504 in net tangible assets and $722,491 in goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this asset acquisition, the Company expects all of the goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Unaudited Proforma and Revenue and Earnings of Acquirees

The amounts shown below reflect the unaudited summary combined financial results of the five Founding Companies for the full nine 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 in the three and nine months ended September 30, 2025 and 2024.

	Nine months ended September 30,
Dollars in 000’s	2025			2024
Total operating revenue	$	325,047		$	293,669
Total operating (loss) income	$	(2,338	)	$	12,856

Note 4 — Goodwill

The changes in the carrying amount of goodwill and allocation to reportable segment are as follows:

	Company Drivers			Brokered		Consolidated
Balance – December 31, 2024	$	87,434,455		$	81,622,220	$	169,056,675
Acquisitions		2,832,450			783,824		3,616,274
Adjustments		(77,778	)		829,010		751,232
Balance – September 30, 2025	$	90,189,127		$	83,235,054	$	173,424,181

Note 5 — Intangible assets, net

	September 30, 2025
	Gross carrying amount		Accumulated amortization			Net carrying amount
Customer relationships	$	126,703,000	$	(11,184,541	)	$	115,518,459
Trade names		13,717,000		(1,849,931	)		11,867,069
Total	$	140,420,000	$	(13,034,472	)	$	127,385,528

	December 31, 2024
	Gross carrying amount		Accumulated amortization			Net carrying amount
Customer relationships	$	124,700,000	$	(4,882,778	)	$	119,817,222
Trade names		13,500,000		(826,582	)		12,673,418
Total	$	138,200,000	$	(5,709,360	)	$	132,490,640

There were no intangible assets, accumulated amortization or amortization expense prior to the Founding Company acquisitions in May 2024 as discussed in Note 3 above. In the nine and three months ended September 30, 2025, amortization expense was $6,301,765 and $2,111,715 for Customer relationships and $1,023,347 and $342,926 for Trade names, respectively. Amortization expense related to finite lived intangible assets is included in intangible amortization expenses in the consolidated statement of operations.

As of September 30, 2025, the expected amortization expense associated with the Company’s identifiable intangible assets with estimable useful lives over the next five years was as follows:

2025	$	2,454,642
2026		9,818,567
2027		9,818,567
2028		9,818,567
2029		9,818,567
Thereafter		85,656,618
Total	$	127,385,528

As of September 30, 2025, the weighted average amortization period for all intangible assets was 13.22 years, with 13.68 years for Customer relationships and 8.66 years for Trade names.

Note 6 — Property and equipment

Property and equipment, at cost, consist of the following as of:

	Successor
	September 30, 2025		December 31, 2024
Land	$	2,220,000	$	2,220,000
Buildings and improvements		1,695,071		1,667,565
Furniture and equipment		285,336		403,920
Machinery and equipment		1,207,430		1,171,785
Software and computer equipment		1,046,495		844,410
Transportation equipment		149,991,375		131

SEC Form 10-Q filed by Proficient Auto Logistics Inc.