Proficient Auto Logistics Inc
Filed Apr 11, 2024.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Apr 11, 2024
Contents
SUMMARY FINANCIAL DATA
The following summary historical financial data for Proficient Auto Logistics, Inc. (“Proficient”) (the accounting acquirer and registrant) as of and for the period from its inception through December 31, 2023 are derived from the audited financial statements of Proficient included elsewhere in this prospectus. The following summary historical financial data for Proficient Auto Transport, Inc. (“Proficient Transport”) (the accounting predecessor) for the years ended December 31, 2023, 2022 and 2021 are derived from the audited financial statements of Proficient Transport included elsewhere in this prospectus.
The summary unaudited pro forma financial data as of and for the year ended December 31, 2023 are derived from the unaudited pro forma financial statements included elsewhere in this prospectus. The unaudited pro forma financial data give effect to the completion of the Combinations and the completion of this offering and the use of the proceeds therefrom. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and, therefore, the actual effects of the transactions reflected in the pro forma data may differ from the effects reflected below. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of these transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions.
You should review the information below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Unaudited Pro Forma Financial Statements and the related notes beginning on page F-4 of this prospectus, and the audited financial statements of Proficient and Proficient Transport and the related notes all included elsewhere in this prospectus.
| Actual (From June 13, 2023(Inception) to December 31, 2023) | Pro Forma (Year Ended December 31, 2023) | |
|---|---|---|
| (dollars in thousands) | ||
| Proficient | ||
| Total operating revenues | $— | $ |
| Total operating expenses | 573 | |
| Total operating income | — | |
| Net income | (573) | |
| Proficient Transport | |||
|---|---|---|---|
| Year Ended December 31, | |||
| 2023 | 2022 | 2021 | |
| (in thousands) | |||
| Proficient Auto Transport, Inc. | |||
| Total operating revenues | $135,756 | $130,160 | $63,041 |
| Total operating expenses | 125,403 | 115,466 | 60,515 |
| Total operating income | 10,353 | 14,694 | 2,526 |
| Net income | 7,156 | 10,399 | 3,166 |
| EBITDA(1) | 12,877 | 16,983 | 6,924 |
(1) We review EBITDA, a non-GAAP financial measure, to measure the operating performance and financial condition of our business and to make strategic decisions. A non-GAAP financial measure is generally defined as one that purports to measure financial performance but includes adjustments that are not included in the most comparable GAAP measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measure” for additional information regarding our use of EBITDA and a reconciliation of EBITDA to net income.
| Proficient | Proficient Transport | Pro Forma | |
|---|---|---|---|
| (in thousands) | |||
| Balance Sheet Data: | |||
| Cash and cash equivalents | $458 | $4 | $ |
| Total assets | 4,395 | 42,995 | |
| Long-term debt, less current portion net | — | 5,036 | |
| Stockholders’ and Members’ equity (deficit) | 389 | 7,753 | |
(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma amount of each of cash and cash equivalents, total assets and stockholders’ equity (deficit) by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total assets and stockholders’ equity (deficit) and total capitalization by approximately $ million.
Summary Individual Founding Company Financial Data
The summary historical financial data as of and for the years ended December 31, 2023, 2022 and 2021 for each of the Founding Companies are derived from the audited financial statements of each such Founding Company included elsewhere in this prospectus.
You should review the information below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements of each of the Founding Companies and the related notes included elsewhere in this prospectus. These summary historical financial results may not be indicative of our future financial or operating results.
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (in thousands) | |||
| Proficient Auto Transport, Inc. | |||
| Total operating revenues | $135,756 | $130,160 | $63,041 |
| Total operating expenses | 125,403 | 115,466 | 60,515 |
| Total operating income | 10,353 | 14,694 | 2,526 |
| EBITDA(1) | 12,877 | 16,983 | 6,924 |
| Net income | 7,156 | 10,399 | 3,166 |
| Delta Automotive Services, Inc. | |||
| Total operating revenues | $55,116 | $44,643 | $33,451 |
| Total operating expenses | 51,199 | 41,596 | 35,135 |
| Total operating income | 3,917 | 3,047 | (1,684) |
| EBITDA(1) | 11,421 | 10,347 | 5,245 |
| Net income | 3,701 | 3,659 | (994) |
| Deluxe Auto Carriers, Inc. | |||
| Total operating revenues | $94,682 | $76,460 | $59,710 |
| Total operating expenses | 92,500 | 74,473 | 61,677 |
| Total operating income | 2,182 | 1,987 | (1,967) |
| EBITDA(1) | 7,752 | 12,975 | 8,124 |
| Net income | 1,421 | 5,907 | (871) |
| Sierra Mountain Group, Inc. | |||
| Total operating revenues | $74,570 | $73,767 | $69,337 |
| Total operating expenses | 70,125 | 71,727 | 63,667 |
| Total operating income(2) | 4,445 | 2,040 | 5,670 |
| EBITDA(1) | 5,429 | 2,961 | 6,722 |
| Net income | 3,950 | 1,388 | 4,850 |
| Tribeca Automotive Inc. | |||
| Total operating revenues | $54,756 | $50,108 | $44,635 |
| Total operating expenses | 50,039 | 49,646 | 49,941 |
| Total operating income | 4,717 | 462 | (5,306) |
| EBITDA(1) | 8,896 | 6,925 | (116) |
| Net income | 4,392 | 699 | (5,148) |
(1) We review EBITDA, a non-GAAP financial measure, to measure the operating performance and financial condition of our business and to make strategic decisions. A non-GAAP financial measure is generally defined as one that purports to measure financial performance but includes adjustments that are not included in the most comparable GAAP measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measure” for additional information regarding the use of EBITDA and a reconciliation of EBITDA to net income.
(2) Sierra recognized the cost of a legal settlement in 2022 in the amount of $3.1 million, which is included in operating expenses. This unusual expense had a material adverse effect on operating income and EBITDA reported for that year.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.