Proficient Auto Logistics Files Q1 2024 10-Q

TL;DR

PAL filed its Q1 2024 10-Q, check financials.

AI Summary

Proficient Auto Logistics, Inc. filed its 10-Q for the quarterly period ended March 31, 2024. The company, incorporated in Delaware, is in the transportation services sector. Its principal executive offices are located in Jacksonville, Florida.

Why It Matters

This filing provides investors with an update on Proficient Auto Logistics' financial performance and operational status for the first quarter of 2024.

Risk Assessment

Risk Level: low — This is a routine quarterly filing with no immediate red flags or significant new information presented.

Key Players & Entities

• Proficient Auto Logistics, Inc. (company) — Registrant
• March 31, 2024 (date) — Quarterly period end date
• Jacksonville, Florida (location) — Principal executive offices location
• 001-42035 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share PAL The Nasdaq Stock Market L
• $589,317 — ance for credit losses of approximately $589,317 and $634,913 at March 31, 2024 and Dece
• $634,913 — it losses of approximately $589,317 and $634,913 at March 31, 2024 and December 31, 2023
• $1,561,833 — total claims and insurance accruals of $1,561,833 and $2,209,173, respectively, within ac
• $2,209,173 — nd insurance accruals of $1,561,833 and $2,209,173, respectively, within accrued liabiliti

Filing Documents

• ea0207943-10q_proficient.htm (10-Q) — 535KB
• ea020794301ex31-1_proficient.htm (EX-31.1) — 9KB
• ea020794301ex31-2_proficient.htm (EX-31.2) — 9KB
• ea020794301ex32-1_proficient.htm (EX-32.1) — 4KB
• ea020794301ex32-2_proficient.htm (EX-32.2) — 4KB
• 0001213900-24-054367.txt ( ) — 1585KB
• pal-20240331.xsd (EX-101.SCH) — 11KB
• pal-20240331_cal.xml (EX-101.CAL) — 8KB
• pal-20240331_def.xml (EX-101.DEF) — 51KB
• pal-20240331_lab.xml (EX-101.LAB) — 73KB
• pal-20240331_pre.xml (EX-101.PRE) — 42KB
• ea0207943-10q_proficient_htm.xml (XML) — 34KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION: 1

Consolidated Financial Statements (Unaudited)

Item 1. Consolidated Financial Statements (Unaudited): 1 Proficient Auto Logistics, Inc. (Accounting Acquiror) Condensed Balance Sheet at March 31, 2024 and December 31, 2023 1 Condensed Statement of Operations for the three months ended March 31, 2024 2 Condensed Statement of Stockholder's Equity for the three months ended March 31, 2024 3 Condensed Statement of Cash Flows for the three months ended March 31, 2024 4 Notes to Condensed Financial Statements 5 Proficient Auto Transport, Inc. (Accounting Predecessor) Condensed Consolidated Balance Sheet at March 31, 2024 and December 31, 2023 6 Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 and 2023 7 Condensed Consolidated Statement of Stockholder's Equity for the three months ended March 31, 2024 and 2023 8 Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024 and 2023 9 Notes to Condensed Consolidated Financial Statements 10

Management's Discussion and Analysis of Results of Operations and Financial Condition

Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 19

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 30

Controls and Procedures

Item 4. Controls and Procedures 30

- OTHER INFORMATION

PART II - OTHER INFORMATION: 31

Legal Proceedings

Item 1. Legal Proceedings 31

Risk Factors

Item 1A. Risk Factors 31

Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities 46

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 46

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 46

Other Information

Item 5. Other Information 46

Exhibits

Item 6. Exhibits 47 i 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 of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor to the Company (as defined below). As a result, the unaudited condensed consolidated financial statements as of, and for the three months ended, March 31, 2024 for each of Proficient and Proficient Transport 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 three months ended March 31, 2024. See "Management's Discussion and Analysis of Results of Operations and Fina

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Consolidated Financial Statements

Item 1. Consolidated Financial Statements: Proficient Auto Logistics, Inc. CONDENSED BALANCE SHEET (unaudited) March 31, 2024 December 31, 2023 ASSETS Cash $ 76,098 $ 458,233 Receivable from stockholders 35,000 35,000 Deferred offering cost 5,065,000 3,902,000 Total assets $ 5,176,098 $ 4,395,233 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 5,096,805 $ 4,006,062 Total liabilities 5,096,805 4,006,062 Stockholders' (deficit) equity Common stock, $ 0.01 par value; authorized– 50,000,000 shares; 2,939,130 and 2,939,130 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 29,391 29,391 Additional paid in capital 932,609 932,609 Retained deficit ( 882,707 ) ( 572,829 ) Total stockholders' equity 79,293 389,171 Total liabilities and stockholders' equity $ 5,176,098 $ 4,395,233 The accompanying notes to the condensed financial 1 Proficient Auto Logistics, Inc. CONDENSED STATEMENT OF Comprehensive income For the three months ended March 31, 2024 (unaudited) Three months ended March 31, 2024 Expenses General, selling & other operating expenses $ 309,878 Total expenses 309,878 NET LOSS $ ( 309,878 ) Loss per share Basic EPS $ ( 0.11 ) Diluted EPS $ ( 0.11 ) The accompanying notes to the condensed financial 2 Proficient Auto Logistics, Inc. CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY For the three months ended March 31, 2024 (unaudited) Common Stock Additional Paid in Retained Shares Amount Capital Deficit Total Balance, December 31, 2023 2,939,130 $ 29,391 $ 932,609 $ ( 572,829 ) $ 389,171 Issuance of shares — Net loss — — — ( 309,878 ) ( 309,878 ) Balance, March 31, 2024 2,939,130 $ 29,391 $ 932,609 $ ( 882,707 ) $ 79,293 The accompanying notes to the condensed financial

financial statements are an integral part of these statements

financial statements are an integral part of these statements. 6 PROFICIENT AUTO TRANSPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three months ended March 31, 2024 and 2023 (unaudited) Three months ended March 31, 2024 Three months ended March 31, 2023 Operating revenue Revenue, before fuel surcharge $ 26,354,688 $ 31,182,649 Fuel surcharge and other reimbursements 1,346,459 3,068,598 Lease Revenue 125,445 1,884 Total operating revenue 27,826,592 34,253,131 Operating Expenses Salaries, wages and benefits 4,487,363 5,706,158 Fuel and fuel taxes 762,922 1,495,621 Purchased transportation 17,486,378 19,823,708 Truck expenses 1,114,821 1,939,065 Depreciation and amortization 639,337 590,656 Gain on sale of equipment (235,081 ) (16,218 ) Insurance premiums and claims 591,617 884,960 Operating taxes and licenses 57,131 58,176 General, selling, and other operating expenses 896,204 841,010 Total Operating Expenses 25,800,692 31,323,136 Operating income 2,025,900 2,929,995 Other expense Interest expense, net (452,390 ) (261,944 ) Total other expense (452,390 ) (261,944 ) Income before income taxes 1,573,510 2,668,051 Income tax expense 388,878 706,430 Net income $ 1,184,632 $ 1,961,621 The accompanying notes to the condensed consolidated

financial statements are an integral part of these statements

financial statements are an integral part of these statements. 7 PROFICIENT AUTO TRANSPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the three months ended March 31, 2024 and 2023 (unaudited) Common stock Retained Total Shares Amount earnings Equity Balance, December 31, 2022 392,825 3,928 $ 1,540,202 $ 1,544,130 Accrued and unpaid dividends on Series A preferred stock — — (255,119 ) (255,119 ) Net income — — 1,961,621 1,961,621 Balance, March 31, 2023 392,825 3,928 $ 3,246,704 $ 3,250,632 Balance, December 31, 2023 392,825 3,928 $ 7,748,792 $ 7,752,720 Accrued and unpaid dividends on Series A preferred stock — — (177,752 ) (177,752 ) Net income — — 1,184,632 1,184,632 Balance, March 31, 2024 392,825 3,928 $ 8,755,672 $ 8,759,600 The accompanying notes to the condensed consolidated

financial statements are an integral part of these statements

financial statements are an integral part of these statements. 8 PROFICIENT AUTO TRANSPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 1, 2024 and 2023 (unaudited) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net income $ 1,184,632 $ 1,961,621 Adjustments to reconcile net income to net cash flows provided by operating activities: Provision for credit losses 35,000 25,000 Depreciation and amortization expense 639,337 590,656 Gain on sale of equipment (235,081 ) (16,218 ) Sales-type lease revenue — (25,000 ) Interest income (213 ) (587 ) Amortization of debt issuance costs 3,279 3,279 Deferred income tax expense 4,706 168,134 Operating lease expense 18,733 6,383 Change in operating assets and liabilities: Accounts receivable 7,039,819 (222,567 ) Net investment in leases 8,637 48,776 Maintenance supplies 32,826 (71,034 ) Prepaid expenses and other assets 618,026 193,754 Deposits (12,409 ) 12,306 Accounts payable (424,382 ) 305,521 Book overdraft (891,410 ) (253,220 ) Accrued liabilities (1,993,447 ) (785,607 ) Income tax payable (666,128 ) (557,939 ) Operating lease liabilities (18,488 ) (6,348 ) Net cash flows provided by operating activities 5,343,437 1,376,910 Cash flows from investing activities: Proceeds from sale of equipment 252,441 117,557 Purchases of property and equipment (233,143 ) (180,594 ) Net cash flows provided by (used in) investing activities 19,298 (63,037 ) Cash flows from financing activities: Proceeds from line of credit 13,265,526 33,863,039 Repayments of line of credit (16,715,655 ) (34,512,699 ) Repayments of long-term debt (398,804 ) (367,104 ) Repayments of finance lease obligations (106,469 ) (300,733 ) Net cash flows used in financing activities (3,955,402 ) (1,317,497 ) Net change in cash 1,407,333 (3,624 ) Cash and cash equiv

financial statements are an integral part of these statements

financial statements are an integral part of these statements. 9 PROFICIENT AUTO TRANSPORT, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Nature of operations Proficient Auto Transport, Inc. and its consolidated subsidiary (collectively, "Proficient Transport") primarily transports new automobiles for automobile manufacturers and/or their respective agents. Proficient Transport operates an asset-based truckload service on behalf of the manufacturers as well as various third-party logistics management companies or brokers. In addition, the Proficient Transport provides third party logistics to other transportation companies under an asset-light freight model. On December 21, 2023, Proficient Transport entered into a stock purchase agreement with Proficient Auto Logistics, Inc., a Delaware corporation ("PAL" or the "parent"), and PAL Stock Acquiror, Inc., a Delaware corporation and wholly owned subsidiary of PAL (the "purchaser"). Pursuant to the terms of the stock purchase agreement, the purchaser agreed to acquire 75% of Proficient Transport's outstanding shares in exchange for cash consideration. The shareholders of Proficient Transport agreed to contribute the remaining 25% of the outstanding shares of Proficient Transport to the purchaser in exchange for shares of PAL upon consummation of the stock purchase agreement. Note 2 — Summary of significant accounting policies Basis of Presentation – The condensed consolidated financial statements and footnotes included in this Quarterly Report include the accounts of Proficient Transport and should be read in conjunction with the consolidated financial statements and footnotes related to Proficient Transport included in PAL's Registration Statement on Form S-1 (333-279346) . In management's opinion, these condensed consolidated financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair stat

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