Proficient Auto Logistics, Inc

Previous wording

This Quarterly Report 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 this Quarterly Report and the Annual Report, and elsewhere in this Quarterly Report and 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 Quarterly Report include, but are not limited to, statements regarding:

Current wording

This Quarterly Report 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 this Quarterly Report and the Annual Report, and elsewhere in this Quarterly Report and 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. The risks, uncertainties, and other factors, which are described in more detail herein and in the documents we file with the Securities and Exchange Commission (the “SEC”), include but are not limited to:

Previous wording

We are a leading specialized freight company focused on providing auto transportation and logistics services. Formed in connection with the IPO through the combination of five industry-leading operating companies, we operate one of the largest auto transportation fleets in North America with an operating fleet with approximately 800 owned assets and employing 698 dedicated employees as of March 31, 2026. From our 57 strategically located facilities across the United States, 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 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 include nearly all of the global auto manufacturing companies who participate in the North American market. Additional customers include auto dealers, auto auctions, rental car companies and auto leasing companies.

Current wording

We are a leading specialized freight company focused on providing auto transportation and logistics services. Formed in connection with the IPO through the combination of five industry-leading operating companies, we operate one of the largest auto transportation fleets in North America with an operating fleet with approximately 800 owned assets and employing 724 dedicated employees as of June 30, 2026. From our 57 strategically located facilities across the United States, 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 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 include nearly all of the global auto manufacturing companies who participate in the North American market. Additional customers include auto dealers, auto auctions, rental car companies and auto leasing companies.

Previous wording

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 (collectively, the “Founding Companies”). On May 13, 2024, the Company completed the IPO of its common stock, and in connection with the closing of the IPO, the Company also completed the acquisitions of all of the Founding Companies (the “Combinations”). Thereafter, on August 16, 2024, the Company acquired Auto Transport Group, LC, (“ATG,” which was converted to a limited liability company after closing), and on November 1, 2024, the Company acquired Utah Truck & Trailer Repair, LLC, (“UTT,” which subsequently converted into Proficient Repair Services LLC),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. 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”.

Current wording

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 (collectively, the “Founding Companies”). On May 13, 2024, the Company completed the IPO of its common stock, and in connection with the closing of the IPO, the Company also completed the acquisitions of all of the Founding Companies (the “Combinations”). Thereafter, on August 16, 2024, the Company acquired Auto Transport Group, LC, (“ATG,” which was converted to a limited liability company after closing), and on November 1, 2024, the Company acquired Utah Truck & Trailer Repair, LLC, (“UTT,” which subsequently converted into Proficient Repair Services LLC), 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. The Combinations and subsequent acquisitions are accounted for under ASC 805,Business Combinations. Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the “accounting acquirer”.

Previous wording

We generate revenue by transporting autos for our customers in OEM contract and spot arrangements, secondary market auto moves, and contract services arrangements. Our OEM contract and spot arrangements provide auto transportation and logistics services through movements of autos over routes across the United States. Secondary market auto moves are for customers other than OEMs. Our contract services offering uses Company-owned equipment to service specific customers and provides services through long-term contracts. Our business provides services that are geographically diversified but have similar economic and other relevant characteristics, as they all provide transportation and logistics of automobiles.

Current wording

We generate revenue by transporting autos for our customers in OEM contract and spot arrangements, secondary market auto moves, and contract services arrangements. Our OEM contract and spot arrangements provide auto transportation and logistics services through movements of autos over routes across the United States. Secondary market auto moves are for customers other than OEMs. Our contract services offering uses Company-owned equipment and third-party capacity to service specific customers and provides services through long-term contracts. Our business provides services that are geographically diversified but have similar economic and other relevant characteristics, as they all provide transportation and logistics of automobiles.

Previous wording

Our business is organized into two operating segments, Company Drivers and Subhaulers, which represent the Company’s reportable segments. The Company Drivers segment offers automobile transport and contract services under an asset-based model. The Company’s contract service offering uses Company-owned equipment to service specific customers and provides transportation services through long-term contracts. The Company’s Subhaulers segment offers transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to third-party carriers.

Current wording

Our business is organized into two operating segments, Company Drivers and Subhaulers, which represent the Company’s reportable segments. The Company Drivers segment offers automobile transport and contract services under an asset-based model. The Company’s Subhaulers segment offers transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to third-party carriers.

Previous wording

In our Subhaulers segment, we generate revenue by independent owner operators (who run under our DOT authority) and independent third-party carriers, which assist in transporting autos for customers in our OEM contract and spot arrangements, and secondary market auto moves. We maintain the customer relationship, including billing and collection, but outsource the transportation of the loads. The main factors that affect operating revenue in our Subhaulers segment are our customers’ excess inventory needs, the rates we obtain from customers, the auto volumes we ship through the Subhaulers segment and our ability to secure capacity using independent contractors and carriers.

Current wording

In our Subhaulers segment, we generate revenue by independent owner operators (who run under our DOT authority(ies)) and independent third-party carriers, which assist in transporting autos for customers in our OEM contract and spot arrangements, and secondary market auto moves. We maintain the customer relationship, including billing and collection, but outsource the transportation of the loads. The main factors that affect operating revenue in our Subhaulers segment are our customers’ excess inventory needs, the rates we obtain from customers, the auto volumes we ship through the Subhaulers segment and our ability to secure capacity using independent contractors and carriers.

Previous wording

Operating Revenue - The Company generates revenue from two primary sources: transporting freight for customers, including related fuel surcharge revenue and other reimbursements (Company Drivers), and arranging for the transportation of customer freight by independent contractors and third-party carriers (Subhaulers). Company Drivers revenue, before fuel surcharges and other reimbursements, is primarily generated through trucking services provided by the Company’s Company Drivers service offerings to OEMs and the secondary market. Subhaulers revenue before fuel surcharges and other reimbursements is primarily generated through brokering freight to third-party carriers. Fuel surcharges and other reimbursements represent additional revenue the Company earns based on mileage driven and other reimbursable costs incurred for which it is compensated by its customers.

Current wording

Operating Revenue - The Company generates revenue from two primary sources: transporting freight for customers, including related fuel surcharge revenue and other reimbursements (Company Drivers), and arranging for the transportation of customer freight by independent contractors and third-party carriers (Subhaulers). Company Drivers revenue, before fuel surcharges and other reimbursements, is primarily generated through trucking services provided by the Company’s Company Drivers service offerings to OEMs and the secondary market. Subhaulers revenue before fuel surcharges and other reimbursements is primarily generated through brokering freight to third-party carriers. Fuel surcharge and other reimbursements represent additional revenue the Company earns based on mileage driven and other reimbursable costs incurred for which it is compensated by its customers.

Previous wording

The Company disaggregates revenue from contracts with its customers for Company Drivers and Subhaulers operations between (1) revenue, before fuel surcharges and reimbursements and (2) fuel surcharges and reimbursements. A summary of the Company’s revenue generated by type for the periods indicated is as follows:

Current wording

The Company disaggregates revenue from contracts with its customers for Company Drivers and Subhaulers operations between (1) revenue, before fuel surcharges and reimbursements and (2) fuel surcharge and reimbursements.

Previous wording

Salaries, wages and benefits — Salaries, wages, and benefits consist primarily of compensation for all employees. Salaries, wages, and benefits are primarily affected by the amount paid to company drivers, which is a function of the amount of freight hauled and units delivered. Salaries, wages and benefits are also affected by employee benefits such as health care and workers’ compensation, and to a lesser extent by the number of, and compensation and benefits paid to, non-driver employees.

Current wording

Salaries, wages and benefits — Salaries, wages, and benefits consist primarily of compensation for all employees. Salaries, wages, and benefits are primarily affected by the amount paid to Company drivers, which is a function of the units delivered. Salaries, wages and benefits are also affected by employee benefits such as health care and workers’ compensation, and to a lesser extent by the number of, and compensation and benefits paid to, non-driver employees.

Previous wording

Stock-based compensation increased $169,000, or 14.3%, to $1.4 million in the three months ended March 31, 2026 compared to $1.2 million in 2025. The increase in stock-based compensation was driven by new grants awarded during the three months ended March 31, 2026.

Current wording

Stock-based compensation increased $0.1 million, or 10.2%, to $1.3 million in the three months ended June 30, 2026 compared to $1.2 million in 2025.

Previous wording

Fuel and fuel taxes increased by $810,000, or 13.1%, to $6.9 million in the three months ended March 31, 2026 compared to $6.1 million in 2025. The increase in fuel and fuel taxes was primarily driven by higher fuel prices.

Current wording

Fuel and fuel taxes increased by $2.2 million, or 31.8%, to $8.9 million in the three months ended June 30, 2026 compared to $6.8 million in 2025. The increase in fuel and fuel taxes was primarily driven by higher fuel prices.

Previous wording

Truck expenses and supplies are primarily affected by the age of the Company’s company-owned and leased fleet of trucks and trailers, the number of miles driven in a period and driver turnover. Truck expenses increased $1.4 million, or 24.1%, to $7.2 million in the three months ended March 31, 2026 compared to $5.8 million in 2025. The primary increase in truck expenses is due to cold-weather-related equipment maintenance and repairs.

Current wording

Truck expenses and supplies are primarily affected by the age of the Company’s company-owned and leased fleet of trucks and trailers, the number of miles driven in a period and driver turnover. Truck expenses increased $0.6 million, or 9.1%, to $7.0 million in the three months ended June 30, 2026 compared to $6.4 million in 2025. The primary increase in truck expenses is due to routine equipment maintenance and repairs and inflationary costs in these areas.

Previous wording

Depreciation and amortization — Depreciation and amortization consist primarily of depreciation for owned trucks and trailers and to a lesser extent computer software amortization. The primary factors affecting these expense items include the size and age of the Company’s truck and trailer fleets, the cost of new equipment and the relative percentage of owned revenue equipment and equipment acquired through debt or finance leases.

Current wording

Depreciation and amortization — Depreciation and amortization consist primarily of depreciation for owned trucks and trailers and to a lesser extent computer software amortization. The primary factors affecting these expense items include the size and age of the Company’s truck and trailer fleets.

Previous wording

Intangible amortization remained consistent at $2.4 million in the three months ended March 31, 2026 and 2025.

Current wording

Intangible amortization remained substantially consistent at $2.4 million in the three months ended 2026 and 2025.

Previous wording

Insurance premiums and claims increased by $0.3 million, or 6.0%, to $5.3 million in the three months ended March 31, 2026 compared to $5.0 million in 2025.

Current wording

Insurance premiums and claims increased by $0.7 million, or 13.2%, to $6.1 million in the three months ended June 30, 2026 compared to $5.4 million in 2025. This increase was driven by an increased number of claims during the quarter.

Previous wording

Interest expense, net — Interest expense, net consists of cash interest, amortization of deferred financing fees, net of any interest income received from financial institutions. Interest expense, net decreased by $0.2 million, or 12.5%, to $1.4 million in the three months ended March 31, 2026 compared to $1.6 million in 2025. The decrease was primarily due to the paydown of the line of credit in September of 2025 and payoff of equipment loans over the past twelve months.

Current wording

Interest expense, net — Interest expense, net consists of cash interest, amortization of deferred financing fees, net of any interest income received from financial institutions. Interest expense, net decreased by $0.4 million, or 22.1%, to $1.4 million in the three months ended June 30, 2026 compared to $1.8 million in 2025. The decrease was primarily due to lower borrowings on equipment loans during the three months ended June 30, 2026.

Previous wording

Operating ratio — Operating ratio is calculated as total operating expenses as a percentage of operating revenue. The Company’s operating ratio increased by 4.9% to 107.4% in 2026 as compared to 102.5% in 2025. The increase in operating ratio is due to lower revenues during the quarter along with increased fuel cost and truck expenses. We are working to achieve synergies across all operating companies, which should help reduce the operating ratio over time. See “Non-GAAP Financial Measures” section for the Company’s calculation of operating ratio.

Current wording

Operating ratio — Operating ratio is calculated as total operating expenses as a percentage of operating revenue. The Company’s operating ratio increased by 3.1% to 103.0% in 2026 as compared to 99.9% in 2025. The increase in operating ratio is due to lower operating revenues during the quarter along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of operating ratio.

Previous wording

Adjusted Operating ratio — Adjusted operating ratio is calculated as total adjusted operating expenses (operating expenses less stock-based compensation and intangible amortization) as a percentage of operating revenue. The Company’s adjusted operating ratio increased by 4.7% to 103.4% in 2026 as compared to 98.7% in 2025. The increase in adjusted operating ratio is due to lower revenues during the quarter along with increased fuel cost and truck expenses. We are working to achieve synergies across all operating companies, which should help reduce the adjusted operating ratio over time. See “Non-GAAP Financial Measures” section for the Company’s calculation of adjusted operating ratio.

Current wording

Adjusted Operating ratio — Adjusted operating ratio is calculated as total adjusted operating expenses (operating expenses less stock-based compensation and intangible amortization) as a percentage of operating revenue. The Company’s adjusted operating ratio increased by 2.8% to 99.5% in 2026 as compared to 96.7% in 2025. The increase in adjusted operating ratio is due to lower operating revenues during the quarter along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of adjusted operating ratio.

Previous wording

EBITDA — EBITDA decreased by $3.5 million, or 53%, to $3.1 million in 2026 compared to $6.6 million in 2025. The decrease was due to lower revenues during the quarter along with increased fuel cost and truck expenses. See “Non-GAAP Financial Measure” section for the Company’s calculation of EBITDA.

Current wording

EBITDA — EBITDA decreased by $3.8 million, or 37.3%, to $6.3 million in 2026 compared to $10.1 million in 2025. The decrease was due to lower operating revenues during the quarter along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of EBITDA.

Previous wording

Adjusted EBITDA — Adjusted EBITDA represents net income (loss) plus interest expense, net, income tax benefit, depreciation expense, intangible amortization expense, share-based compensation expenses and any non-recurring items that management does not consider indicative of ongoing operating performance. Adjusted EBITDA decreased by $3.3 million, or 42%, to $4.5 million in 2026 compared to $7.8 million in 2025. The decrease was due to lower revenues during the quarter along with increased fuel cost and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of Adjusted EBITDA.

Current wording

Adjusted EBITDA — Adjusted EBITDA represents net income (loss) plus interest expense, income tax benefit, depreciation expense, intangible amortization expense, and share-based compensation expenses. Adjusted EBITDA decreased by $3.6 million, or 32.1%, to $7.7 million in 2026 compared to $11.3 million in 2025. The decrease was due to lower operating revenues during the quarter along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of Adjusted EBITDA.

Previous wording

In the Company Drivers segment, operating revenues increased by $3.6 million, or 11.0%, to $36.3 million in the first quarter of 2026 compared to $32.7 million in 2025. In the Subhaulers segment, operating revenues decreased by $5.1 million, or 8.2%, to $57.4 million in 2026 compared to $62.5 million in 2025. The change between Company Drivers and Subhauler revenues was driven by the Company utilizing more Company drivers to perform hauls compared to third party carriers during the quarter.

Current wording

In the Company Drivers segment, operating revenues increased by $3.2 million, or 4.2%, to $77.4 million in the six months ended June 30, 2026 compared to $74.1 million in 2025. In the Subhaulers segment, operating revenues decreased by $10.8 million, or 7.9%, to $125.8 million in the six months ended June 30, 2026 compared to $136.6 million in 2025. The change between Company Drivers and Subhauler revenues was driven by the Company utilizing more Company drivers during the slow periods to perform hauls compared to third-party carriers. In addition, our third-party carriers were impacted by reduced capacity.

Previous wording

Purchased transportation decreased by $2.6 million, or 5.5%, to $44.6 million in the three months ended March 31, 2026 compared to $47.2 million in 2025. The decrease in purchased transportation was driven by a decrease in Subhauler revenue, partially offset by a higher rate of purchased transportation.

Current wording

Purchased transportation decreased by $8.6 million, or 8.1%, to $97.6 million in the six months ended June 30, 2026 compared to $106.2 million in 2025. The decrease in purchased transportation was driven by lower subhauler revenue in the 2026 period, resulting from the impact of reduced capacity.

Previous wording

Depreciation and amortization and the loss (gain) on sale of equipment increased by $1.1 million, or 16.9%, to $7.6 million in the three months ended March 31, 2026 compared to $6.5 million in 2025. The increase in depreciation and amortization was largely driven by the acquisition on April 1, 2025.

Current wording

Depreciation and amortization and the loss (gain) on sale of equipment increased by $0.9 million, or 6.5%, to $14.8 million in the six months ended June 30, 2026 compared to $13.9 million in 2025. The increase in depreciation and amortization was largely driven by the Brothers acquisition on April 1, 2025.

Previous wording

General, selling, and other operating expenses — General, selling, and other operating expenses consist primarily of legal and professional services fees, occupancy and other costs. General, selling, and other operating expenses increased by $0.3 million, or 7.3%, to $4.4 million in the three months ended March 31, 2026 compared to $4.1 million in 2025. The increase in general, selling, and other operating expenses was primarily due to the acquisition of Brothers on April 1, 2025.

Current wording

General, selling, and other operating expenses — General, selling, and other operating expenses consist primarily of legal and professional services fees, occupancy and other costs. General, selling, and other operating expenses increased by $0.5 million, or 5.5%, to $8.9 million in the six months ended June 30, 2026 compared to $8.4 million in 2025. The increase in general, selling, and other operating expenses was primarily due to the acquisition of Brothers on April 1, 2025 and an increase in office lease expenses.

Previous wording

Upon closing, the Company drew $16.0 million from the available term debt, a portion of which was used to repay and terminate the Proficient Transport line of credit. On April 1, 2025, the Company drew $9.0 million to fund the cash portion of the Brothers Auto Transport, LLC acquisition. On March 31, 2026, the amount outstanding on the term debt facility was approximately $20.8 million and there was no drawn balance on the line of credit.

Current wording

On April 1, 2025, the Company drew $9.0 million to fund the cash portion of the Brothers Auto Transport, LLC acquisition. On June 30, 2026, the amounts outstanding on the term debt and the line of credit were approximately $19.5 million and $6.7 million, respectively.

Previous wording

For the three months ended March 31, 2026, cash flows from operating activities was $2.0 million, a $350,000 increase compared to the three months ended March 31, 2025. We had a decrease in adjusted operating income of $2.9 million to $3.8 million in the three months ended March 31, 2026 compared to $6.7 million in the prior period, after accounting for non-cash adjustments, which was offset by a decrease in working capital of $3.2 million when comparing period over period.

Current wording

For the six months ended June 30, 2026, cash flows from operating activities were $0.7 million, a $12.5 million decrease compared to the six months ended June 30, 2025. We had a decrease in adjusted operating income of $4.3 million to $11.0 million in the six months ended June 30, 2026 compared to $15.3 million in the prior period, after accounting for non-cash adjustments, which was offset by a decrease in working capital of $7.2 million when comparing period over period.

Previous wording

For the three months ended March 31, 2026, cash flows used in financing activities was $5.8 million, which was an increase of $2.1 million compared to the three months ended March 31, 2025. This increase was a result of no new borrowings on our line of credit in addition to repurchasing common stock from shareholders.

Current wording

For the six months ended June 30, 2026, cash flows used in financing activities were $4.4 million, which was an increase of $0.6 million compared to the six months ended June 30, 2025. This increase was due to a decrease in borrowings between periods.