Item 1A. Risk Factors
Item
1A. RISK FACTORS
Our
business is subject to various risks and uncertainties. The following summary highlights some of the risks the Company is exposed to
in the normal course of its business activities. If any of these risks actually occur, the Company’s business, financial condition
or results of operations could be materially and adversely affected. This summary is not complete and the risks summarized below are
not the only risks the Company faces. You should review and consider carefully the risks and uncertainties described in more detail following
this summary in this Item 1A of Part I of this Annual Report, which includes a more complete discussion of the risks summarized below,
as well as a discussion of other risks related to the Company’s business and an investment in its common stock.
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Increased competition in the auto transportation and logistics industry could result
in a loss of our market share or a reduction in our rates, which could have a material adverse effect on our operations.
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We are highly dependent on the automotive industry, and a decline in the automotive industry
could have a material adverse effect on our operations.
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We are dependent on a small number of customers for a large portion of our revenue.
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Our business depends upon compliance with numerous government regulations.
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Arrangements with independent contractors expose us to risks that we do not face with
employees.
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Any unionization efforts or labor regulation changes in certain jurisdictions in which
we operate could divert management’s attention and could have a materially adverse effect on our operating results or limit
our operational flexibility.
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Increases in driver compensation or difficulties attracting and retaining qualified drivers could have a materially adverse effect on our profitability and the ability to maintain or grow our business.
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We will need to integrate information technology systems, and our business may be seriously harmed if we fail to maintain, upgrade, enhance, protect, and integrate our information technology systems.
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Operational risks, including the risk of cyberattacks, may disrupt our business and could have a material adverse effect on our operations.
Risks Related to Our Business and Operations
Increased
competition in the auto transportation and logistics industry could result in a loss of our market share or a reduction in our rates,
which could have a material adverse effect on our operations.
The
auto transportation and logistics market is a highly competitive and fragmented industry. We currently compete with other auto carriers
of varying sizes, logistics, brokerage and transportation services providers of varying sizes, as well as with railroads and independent
owner-operators. Competition for the freight we transport or manage is based primarily on service, efficiency, available capacity and,
to some degree, on freight rates alone. Our competitors periodically reduce their freight rates to gain business, especially when adverse
economic conditions negatively impact customer shipping volumes, truck capacities, or operating costs. In addition, certain of the Company’s
customers may develop new methods for hauling vehicles, such as using local drive-away services to facilitate local delivery of products.
Railroads, which specialize in long-haul transportation, may be able to provide delivery services at costs to customers that are less
than the long-haul truck delivery cost of our services. Additionally, the continuing trend toward consolidation in the trucking industry
may result in more large carriers with greater financial resources, and the development of new methods or technologies for hauling vehicles
could lead to increased investments to remain competitive, either of which may lead to new market entrants and increased competition overall.
If we lose market share to these competitors or have to reduce our rates in order to retain our market share, our financial condition
and results of operations could be materially and adversely affected.
We
are highly dependent on the automotive industry and a decline in the automotive industry could have a material adverse effect on our
operations.
The
automotive transportation market in which we operate is dependent upon the volume of new automobiles, sport utility vehicles (“SUVs”),
and light trucks manufactured, imported and sold by the automotive industry in the United States, Canada, and Mexico. The automotive
industry is highly cyclical, and the demand for new automobiles, SUVs and light trucks is directly affected by such external factors as
general economic conditions in the United States, Canada and Mexico, unemployment rates, labor shortages or strikes, consumer confidence,
government policies, including tariffs, continuing activities of war, terrorist activities and the availability of affordable new car
financing. As a result, our results of operations could be adversely affected by downturns in the general economy and in the automotive
industry, and by changing consumer preferences in purchasing new automobiles, SUVs and light trucks or the overall financial condition
of our major customers. A significant decline in the volume of automobiles, SUVs and light trucks manufactured, imported and sold in the
United States could have a material adverse effect on our operations.
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We
are dependent on a small number of customers for a large portion of our revenue.
Historically,
a small group of our customers have made up a majority of our revenue. Specifically, for the year ended December 31, 2024 our top four
customers accounted for 49.6%, and for the year ended December 31, 2023 our top five customers accounted for 59.6% of our combined operating
revenue, and our top ten customers accounted for 70.9% and 84.3% of our combined total operating revenue during the same periods, respectively.
General Motors Company accounted for 22% of our combined operating revenue for the year ended December 31, 2024. There is no
assurance any of our customers, including this select group of customers, will continue to utilize our services, renew our existing contracts,
or continue at the same volume levels. Despite the existence of contractual arrangements, certain of our customers may engage in competitive
bidding processes that could negatively impact our contractual relationships. A loss of any of these customers would have a material adverse
effect on the Company’s results of operations and financial condition.
Our
business depends upon compliance with numerous government regulations.
Our
operations are regulated and licensed by various federal, state, and local transportation agencies in the United States. We are
subject to licensing and regulation by the U.S. Department of Transportation (the “DOT”) for the transportation of property.
The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. We also have and maintain
other licenses as required by law. In addition to the DOT, various federal and state agencies exercise broad regulatory powers over the
transportation industry, generally governing such activities as operations of and authorization to engage in motor carrier freight transportation,
safety, contract compliance, insurance requirements, tariff and trade policies, taxation, and financial reporting.
We
are audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and other rules and
regulations. If we were found to be out of compliance or receive an unsatisfactory DOT safety rating, the DOT could restrict or otherwise
materially adversely impact our business, financial conditions and results of operations.
We
could become subject to new or more restrictive regulations, such as regulations relating to U.S. Environmental Protection Agency mandated
engine emissions requirements, drivers’ hours of service, occupational safety and health, ergonomics, cargo security, collective
bargaining, and other matters affecting safety or operating methods. Our drivers also must comply with the safety and fitness regulations
promulgated by the DOT, including those relating to drug and alcohol testing and hours of service. Compliance with all such regulations
could substantially require changes in our operating practices, influence the demand for auto transportation and logistics services,
reduce equipment and driver productivity and our load factor, and the costs of compliance could incur significant additional expenses.
Any
such change in an applicable regulation or ruling in a judicial proceeding could have a material adverse effect on our business.
We
cannot predict the impact that future regulations may have on our business. Our failure to maintain required permits or licenses, or
to comply with applicable regulations, could result in substantial fines or revocation of our operating permits and licenses.
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Our
engagement of owner-operators to provide a portion of our capacity exposes us to different risks than we face with our company drivers.
We
face a complex and increasingly stringent regulatory and statutory scheme relating to wages, classification of employees and alternate
work arrangements. Tax and other regulatory authorities, as well as owner-operators themselves, have increasingly asserted that owner-operators
within our industry are employees, rather than independent contractors. Automotive transportation companies have been, and may continue
to be, subject to lawsuits alleging that their drivers were misclassified as independent contractors rather than employees. Further,
class actions and other lawsuits have been filed against us and others in our industry seeking to reclassify owner-operators as employees
for a variety of purposes, including workers’ compensation and health care coverage. If any such cases are judicially determined
in a manner adverse to us or our businesses, there could be an adverse impact on our operations in the effected jurisdictions. Taxing
and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If
the owner-operators we contract with are deemed employees, we could incur additional exposure under laws for federal and state tax, workers’
compensation, unemployment benefits, labor, employment and tort. The exposure could include prior period compensation, as well as potential
liability for employee benefits and tax withholdings. For example, Sierra and Deluxe, in 2022 and 2020, respectively, reclassified their
owner-operators in California as sub-haulers and employees, as appropriate. While the entities experienced increased expenses associated
with additional employees, the reclassification did not impact revenue recognition. We continue to evaluate the classification of drivers
to ensure compliance with all relevant laws. While we continue to engage owner-operators where permissible and do not believe any future
reclassifications would be material, we cannot guarantee an immaterial impact. Any such change in applicable regulation or ruling in
a judicial proceeding could have a material adverse effect on our business.
In
addition, our lease contracts with owner-operators are governed by federal leasing regulators, which impose specific requirements
on us and owner-operators retained by us. Litigation alleging violations of lease agreements or contractual terms could result in
adverse decisions against us.
We
may be adversely impacted by fluctuations in the price and availability of fuel and our ability to collect fuel surcharges.
We
must purchase large quantities of fuel to operate our business, which is a significant operating expense. The price and availability
of fuel can be highly volatile and can be impacted by factors beyond our control, such as natural disasters, adverse weather conditions,
political events or international conflicts, price and supply decisions by oil producing countries, or changes to trade agreements. An
increase in fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have
an adverse effect on our operating results.
We
typically are able to pass through a portion of our fuel costs to our customers. Changes in fuel costs will not result in a direct offset
to fuel surcharges due to the nature of the calculation of fuel surcharges, which is customer-specific and fluctuates as a result
of miles driven, changes in the number and types of units hauled per customer, as well as the relationship of the national average cost
of fuel (the national average diesel price index) or other contractually determined customer index benchmarks compared to actual fuel
prices paid at the pump. In addition, depending on the base rate and fuel surcharge levels agreed upon by our customers, there could
be a delay in reflecting increases in our surcharges to customers resulting from a rapid and significant change in the cost of diesel
fuel, which could also have a material adverse effect on our operating results.
We
may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.
We
require substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal
and interest payments on debt obligations, lease payments and tax payments. In the future, we may require additional capital to cover
such expenses. Any debt financing obtained by us in the future may contain certain restrictive covenants that limit our ability, among
other things, to engage in certain activities that are in our long-term best interests, including our ability to:
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incur additional indebtedness;
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incur certain liens;
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consolidate, merge or sell or otherwise dispose of our assets;
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make investments, loans, advances, guarantees and acquisitions;
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enter into swap agreements;
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redeem, repurchase or refinance our other indebtedness; and
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amend or modify our governing documents.
Such
covenants may make it more difficult for us to operate our business, obtain additional capital and pursue business opportunities, including
potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our
ability to continue to grow or support our business and respond to business challenges could be significantly limited.
Our
operations expose us to potential environmental liabilities.
Our
operations are subject to a number of federal, state and local laws and regulations relating to the storage of petroleum products and
hazardous materials, as well as safety regulations relating to the upkeep and maintenance of our vehicles. In particular, our operations
are subject to federal, state and local laws and regulations governing leakage from salvage vehicles, waste disposal, the handling of
hazardous substances, environmental protection, remediation, workplace exposure and other matters. It is possible that an environmental
claim could be made against us or that we could be identified by the Environmental Protection Agency, a state agency or one or more third
parties as a potentially responsible party under federal or state environmental laws. If we were to be named a potentially responsible
party, we could be forced to incur substantial investigation, legal and remediation costs, which could have a material adverse effect
on our business, financial condition and results of operations.
We
may be adversely impacted by work stoppages and other labor matters.
A
substantial number of the employees of our largest customers are members of trade unions and are employed under the terms of collective
bargaining agreements. For example, during 2023, labor strikes by the United Auto Workers of its employees at certain facilities of Ford,
General Motors and Stellantis caused a 45-day shutdown of the affected manufacturing operations. Future work stoppages at our automotive
customers or their suppliers could negatively impact our revenues and profitability.
Any
unionization efforts or labor regulation changes in certain jurisdictions in which we operate could divert management’s attention
and could have a materially adverse effect on our operating results or limit our operational flexibility.
We
consider our relationship with our employees to be satisfactory, and none of our employees are represented by a union in collective bargaining
with us. However, efforts could be made by employees and third parties from time to time to unionize portions of our workforce.
Any unionization efforts, collective bargaining agreements or work stoppages could have a materially adverse effect on our operating
results or limit our operational flexibility.
Sustained
periods of severe abnormal weather can have a material adverse effect on our business.
Certain
weather conditions can disrupt our operations, which will negatively affect revenues on a particular business day that may not be
recouped in the future. Inefficiencies in our loading, unloading and transit times associated with cleaning snow off of our rigs before
use and cleaning snow off of vehicles being transported before and after transporting them, increased lodging costs due to hours
of service restrictions for our drivers and premium (overtime) pay required in order to complete the unit movements over weekends to
make up for the inefficiencies caused by delayed delivery of on-ground customer inventories may also have a negative impact on earnings.
There
can be no assurance that we will continue to manage our business effectively when influenced by severe weather events or that severe
weather events will not have a material adverse effect on our business, financial condition and results of operations.
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Our
growth strategy includes acquisitions, diversification into new specialty transportation businesses and expansion into new geographic
markets. We are subject to various risks in pursuing this growth strategy and we may have difficulty in integrating businesses we acquire
and may be subject to unexpected liabilities.
Our
business strategy includes a growth strategy partly dependent on acquisitions, diversification into specialty transportation businesses
and expansion into new geographic markets.
However,
we may not be able to identify suitable acquisition candidates in the future, and we may never realize expected business opportunities
and growth prospects from acquisitions. Acquisitions involve numerous risks, including, but not limited to: difficulties in integrating
the operations, technologies and products acquired; the diversion of our management’s attention from other business concerns; current
operating and financial systems and controls may be inadequate to deal with our growth; and the risks of entering markets in which we
have limited or no prior experience and the loss of key employees. Furthermore, even if we are able to identify attractive acquisition
candidates, we may not be able to obtain the financing to complete such acquisitions.
If
these factors limit our ability to integrate the operations of our acquisitions, successfully or on a timely basis, our expectations
of future results of operations may not be met. In addition, our growth and operating strategies for any business we acquire may be different
from the strategies that such business currently is pursuing. If our strategies are not the appropriate strategies for a company we acquire,
it could have a material adverse effect on our business, financial condition and results of operations. Further, there can be no assurance
that we will be able to maintain or enhance the profitability of any acquired business or consolidate the operations of any acquired
business to achieve cost savings.
Furthermore,
there may be liabilities that we do not discover in the course of performing due diligence investigations on each company or business
we have already acquired or may acquire in the future. Such liabilities could include those arising from employee benefits contribution
obligations of a prior owner or noncompliance with, or liability pursuant to, applicable federal, state or local environmental requirements
by prior owners for which we, as a successor owner, may be responsible. In addition, there may be additional costs relating to acquisitions
including, but not limited to, possible purchase price adjustments. Rights to indemnification by sellers of assets to us, even if obtained,
may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with
the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our
business.
We
currently intend to finance future acquisitions by using a combination of common stock, cash and debt. To the extent we issue shares
of common stock to finance future acquisitions, the interests of existing stockholders will be diluted. If the common stock does not
maintain a sufficient market value, or if potential acquisition candidates are unwilling to accept common stock as part of the consideration
for the sale of their businesses, we may be required to utilize more of our cash resources, if available, in order to pursue our acquisition
program. If we do not have sufficient cash resources, our growth could be limited unless we are able to obtain additional capital through
debt or equity financings. There can be no assurance that we will be able to obtain the financing we will need for our acquisition program
on acceptable terms, or at all.
We
currently generate most of our revenue from the transportation of vehicles. However, we may grow our business by diversifying and entering
into new specialty transportation businesses. To the extent we enter into such businesses, we will face numerous risks and uncertainties,
including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without
incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of existing clients due
to the perception that we are no longer focusing on our core business. Entry into certain new specialty transportation businesses may
also subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased
litigation and regulatory risk. If a new specialty transportation business generates insufficient revenue or if we are unable to efficiently
manage our expanded operations, our results of operations could be materially adversely affected.
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Technological
advances are facilitating the development of driverless vehicles, which may materially harm our business.
Driverless
vehicles are being developed for the transportation and automotive industries that, if widely adopted, may materially harm our business.
The eventual timing of availability of driverless vehicles is uncertain due to regulatory requirements, additional technological requirements,
and uncertain consumer acceptance of these vehicles. The effect of driverless vehicles on the transportation and automotive industries
is uncertain and could include changes in the level of new and used vehicles sales, the price of new vehicles, and the demand for our
services, any of which could materially and adversely affect our business.
Because
we have operated as a combined company for less than one year, we do not have a long-term reputation of success.
As
we have only operated as a combined company since May 2024, we do not have the long-term reputation of success that other well-established companies
have. Particularly in the transportation market, in which trust is important, the absence of a proven reputation could make it more difficult
to establish new customers. As a result, we rely more heavily on the brand value and reputation of the individual Founding Companies.
The
transportation infrastructure continues to be a target of terrorists.
Because
transportation assets continue to be a target of terrorists, governments around the world are adopting or are considering adopting stricter
security requirements that will increase operating costs and potentially slow service for businesses, including those in the transportation
industry. These security requirements are not static, but change periodically as the result of regulatory and legislative requirements,
imposing additional security costs and creating a level of uncertainty for our operations.
Ongoing
insurance and claims expenses could result in significant expenditures and reduce, and cause volatility in, our earnings.
We,
by the nature of our operations, are exposed to the potential for a variety of claims, including personal injury claims, vehicular collisions
and accidents, alleged violations of federal and state labor and employment laws, such as class-action lawsuits alleging wage and
hour violations and improper pay, commercial and contract disputes, cargo loss and property damage claims. We maintain insurance coverage
with established insurance companies at levels deemed to be adequate. The trucking business has experienced significant increases in the
cost of liability insurance, in the size of jury verdicts in personal injury cases arising from trucking accidents and in the cost of
settling such claims. If the number or severity of future claims increases, claims expenses might exceed historical levels or could exceed
the amounts of our insurance coverage or the amount of our reserves for self-insured claims or deductible levels, which could materially
adversely affect our financial condition, results of operations, liquidity and cash flows.
In
recent years, several insurance companies have completely stopped offering coverage to trucking companies or have significantly
reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile
liability claims and sharply higher costs of settlements and verdicts. To the extent that the third-party insurance companies propose
increases to their premiums for coverage of commercial trucking claims, we may decide to pay such increased premiums or increase our
financial exposure on an aggregate or per occurrence basis, including by increasing the amount of its self-insured retention or
reducing the amount of total coverage. This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly
increase our cost for obtaining such coverage, or could subject us to significant liabilities for which no insurance coverage is in place,
which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Our
self-insured retention limits can make our insurance and claims expense higher and/or more volatile. We accrue for the estimated
costs of the uninsured portion of pending claims based on the nature and severity of individual claims and historical claims development
trends. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. This,
along with legal expenses associated with claims, incurred but not reported claims, and other uncertainties can cause unfavorable differences
between actual self-insurance costs and our reserve estimates.
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In
addition, any accident or incident for which we are liable, even if fully insured, could negatively affect our standing with our customers
and the public, thereby making it more difficult for us to compete effectively, and could significantly impact the cost and availability
of adequate insurance in the future.
Increases
in driver compensation or difficulties attracting and retaining qualified drivers, independent contractors or third party capacity providers
could have a materially adverse effect on our profitability.
Difficulty
in attracting and retaining sufficient numbers of qualified drivers, independent contractors, and third-party capacity providers,
could have a materially adverse effect on our growth and profitability. The transportation industries are subject to a shortage of qualified
drivers. Such shortage is exacerbated during periods of economic expansion, in which there may be alternative employment opportunities,
or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors
who seek to purchase equipment or for students who seek financial aid for driving school. Furthermore, capacity at driving schools may
be limited by other future outbreaks similar to COVID-19 and any governmental imposed lockdown or other attempts to reduce the spread
of such an outbreak may reduce the pool of potential drivers available to us. Regulatory requirements could further reduce the number
of eligible drivers. Our inability to engage a sufficient number of drivers and independent contractors may negatively affect our operations.
Further, our driver compensation and independent contractor expenses are subject to market conditions, and we may find it necessary to
increase driver and independent contractor rates in future periods.
In
connection with the preparation of the Company’s audited financial statements for the year ended December 31, 2024, a material weakness
in the Company’s internal controls over financial reporting was identified and, if our remediation is not effective, or if we fail
to maintain an effective system of internal controls over financial reporting in the future, we may not be able to accurately or timely
report our financial condition or results of operations, which may adversely affect investor confidence and profitability .
We
have identified a material weakness in the Company’s internal controls over financial reporting. A material weakness is a deficiency,
or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness
identified was related to IT general controls in Company’s financial systems and closing processes including account reconciliations
and review surrounding the close process.
Remediation
steps are being taken designed to improve the Company’s internal controls over financial reporting to address the underlying causes,
including: designing and implementing increased controls, increased oversight and review of technical systems and engaging third-parties.
We continue to work on other remediation initiatives.
While
we believe that these efforts will improve the Company’s internal controls over financial reporting, the implementation of these
measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained
period of financial reporting cycles. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue
to be a reasonable possibility that these control deficiencies or others could result in a material misstatement of our annual or interim
financial statements that would not be prevented or detected on a timely basis. If we are unable to successfully remediate our existing
or any future material weakness, the accuracy of our financial reporting may be adversely affected, which could cause investors to lose
confidence in our financial reporting and our share price and profitability may decline as a result.
Increased
prices for new equipment, trucks and their parts, and the decreased availability of new equipment or the failure of manufacturers to
meet their sale obligations could have a materially adverse effect on our business, profitability and operations.
We
are subject to risk with respect to increased prices for new trucking equipment, including due to new or increased tariffs, and decreased
vendor output. Any decrease in vendor or manufacturer output could have an adverse effect on our ability to sustain our desired growth
rate and maintain our trucking fleet.
We
are sensitive to the used equipment market and fluctuations in prices and demand for trucking equipment. The market for used equipment
is affected by several factors, including the demand for freight, the supply of new and used equipment, the availability and terms of
financing, the presence of buyers for export to foreign countries, and commodity prices for scrap metal.
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Our
success depends in part on the contributions of our executives and managers, including those who were employees of the Founding Companies.
We
are highly dependent upon our senior management team. In particular, the loss of the services of Richard O’Dell, Amy Rice or Brad
Wright could have a material adverse effect on our business, financial condition and results of operations. We do not presently maintain
“key man” life insurance with respect to members of senior management. In addition, our operating facilities are managed
by regional and local managers who have an average of 15 years of auto transportation and logistics experience and substantial knowledge
of the local markets served, including certain former owners and employees of the Founding Companies. We believe these employees’
knowledge of the industry and our business model, coupled with their invaluable relationships with customers and vendors, may be highly
difficult to replicate. The loss of one or more of these managers may have a material adverse effect on our business, financial condition
and results of operations in the event that we are unable to find a suitable replacement in a timely manner.
The
timely, professional and dependable service required by auto transportation and logistics customers requires an adequate supply of skilled
dispatchers, drivers and support personnel. Accordingly, our success will depend on our ability to employ, train and retain the personnel
necessary to meet our service requirements. From time to time, and in particular areas, there are shortages of skilled personnel, and
there can be no assurance that we will be able to maintain an adequate skilled labor force necessary to operate efficiently, that our
labor expenses will not increase as a result of a shortage in the supply of skilled personnel or that we will not have to curtail our
planned growth as a result of labor shortages.
Our
business may be seriously harmed if we fail to maintain, upgrade, enhance, protect, and integrate our information technology systems.
We
must ensure that our information technology systems remain competitive. If our systems are unable to maintain high volumes with reliability,
accuracy and speed as the information technology systems are centralized and we continue to grow, our service levels and operating efficiencies
may decline. Additionally, if we fail to enhance our systems to meet customer needs, our results of operations could be harmed.
Information
technology risks, including the risk of cyberattacks, may disrupt our business, result in losses or limit our growth.
We
rely heavily on our financial, accounting, treasury, communications and other data processing systems and a continued and efficient operation
of such systems. Such systems may fail to operate properly or become disabled because of tampering or a breach of the network security
systems or otherwise. In addition, such systems are from time to time subject to cyberattacks which may continue to increase in sophistication
and frequency in the future.
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Cyber
security incidents and cyber-attacks have been occurring globally at a more frequent and severe levels and will likely continue
to increase in frequency in the future. Our information and technology systems may be vulnerable to damage or interruption from cyber
security breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration
by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications
or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Cyberattacks and other
security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other
outside parties. If successful, these types of attacks on our network or other systems could have a material adverse effect on our business
and results of operations, due to, among other things, the loss of proprietary data, interruptions or delays in the operation of our
business and damage to our reputation. There can be no assurance that measures we take to evaluate the integrity of our systems will
provide protection, especially because cyberattack techniques used change frequently or are not recognized until successful.
Our
risk management systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease
to function properly or fail to adequately secure private information. We do not control the cyber security plans and systems put in
place by third-party service providers, and such third-party service providers may have limited indemnification obligations
to us. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage
may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing
them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant
interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including
personal information relating to stockholders and material nonpublic information. We could be required to make a significant investment
to remedy the effects of any such failures, harm to our reputations, legal claims we may be subjected to, regulatory action or enforcement
arising out of applicable privacy and other laws, adverse publicity and other events that may affect our business and financial performance.
Our
contractual agreements with our owner-operators expose us to risks that we do not face with company drivers.
Our
reliance on independent owner-operators creates numerous risks for our business. For example, if our independent owner-operators fail
to meet our contractual obligations or otherwise fail to perform in a manner consistent with our requirements, we may be required to
utilize alternative service providers at potentially higher prices or with some degree of disruption of the services that we provide
to customers. If we fail to deliver on time, if the contractual obligations are not otherwise met, or if the costs of our services increase,
then our profitability and customer relationships could be harmed.
Owner-operators are
third-party service providers, as compared to company drivers who are employed by us. As independent business owners, our owner-operators may
make business or personal decisions that conflict with our best interests. For example, if a load is unprofitable, route distance is too
far from home or personal scheduling conflicts arise, an owner-operator may deny loads of freight from time to time. In these
circumstances, we must be able to timely deliver the freight in order to maintain relationships with customers. In addition, adverse changes
in the financial condition of our independent contractor owner-operators or increases in their equipment or operating costs could
cause them to seek higher revenues.
We
are directly affected by the state of the global economy and geopolitical developments.
The
transportation industry is susceptible to trends in economic activity. As our business is to transport automobiles, our business levels
are directly tied to the purchase and production of goods and the rate of growth of global trade — key macroeconomic measurements
influenced by, among other things, inflation and deflation, supply chain disruptions, interest rates and currency exchange rates, labor
costs and unemployment rates, labor shortages or strikes, fuel and energy prices, public health crises, inventory levels, buying patterns
and disposable income, debt levels, and credit availability. In addition, the current presidential administration has stated its intention
to impose new or increased tariffs on imported goods – specifically automobiles – from countries that include Canada, Mexico
and the European Union. Such trade policies and tariff implementations, and any related retaliatory trade policies and tariff implementations
by foreign governments may result in decreased shipping volumes and increased product costs, and could have a material adverse effect
on our revenues and results of operations.
Our
quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
We
expect to experience significant fluctuations in quarterly operating results due to a number of factors, including the timing of auto
production and sales and acquisitions and related costs; our success in integrating acquired companies; the loss of significant customers
or contracts; the timing of expenditures for new equipment and the disposition of used equipment; variation in the level of self-insured
claims costs; price changes in response to competitive factors; and general economic conditions. As a result of these fluctuations, results
for any one quarter should not be relied upon as being indicative of performance in future quarters.
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Our
business and operating results are subject to seasonal fluctuations, which could result in fluctuations in our operating results and
stock price.
The
provision of auto transportation and logistics services is subject to seasonal variations. Specifically, there are times when auto manufacturing
plants have maintenance time off which impacts the auto delivery cycle. Auto transportation and logistics tends to be strongest in the months
with the mildest weather because inclement weather tends to slow the delivery of vehicles.
Our
stockholders and management will have significant control over stockholder matters .
Approximately
24.3% of our outstanding common stock is beneficially owned by the executive officers and directors and the former stockholders of
the Founding Companies, including their respective affiliates. Accordingly, these persons, if acting in concert, will hold sufficient
voting power to enable them to significantly influence the election of all of the directors and the outcome of all issues submitted to
a vote of our stockholders. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control
of the Company, including transactions in which the holders of common stock might receive a premium for their shares over prevailing
market prices.
Risks Related to
the Securities Markets and Ownership of Our Common Stock
An
active and liquid trading market for our common stock may not be sustained and the lack of an active and liquid market could affect a
shareholder’s ability to sell shares of the Company’s common stock or the price at which they may be sold.
Prior
to May 2024, no market for shares of our common stock existed. Our common stock is listed on the Nasdaq Global Market under the symbol
“PAL.” An active or liquid trading market for our common stock may not be sustained. The lack of an active market may also
reduce the fair market value of shares of our common stock. Furthermore, an inactive market may also impair our ability to raise capital
by selling shares of our common stock in the future and may impair our ability to enter into strategic collaborations or acquire companies
by using our shares of common stock as consideration.
Our
stock price may be volatile, which could cause you to lose all or part of your investment in our common stock.
The
market price of our common stock may be volatile and could fluctuate widely in response to many factors, some of which are beyond our
control. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell
your shares at or above the price you paid for such shares. The following factors, in addition to other factors included elsewhere in
this Annual Report, may have a significant impact on the market price of our common stock:
●
volatility and instability in the financial and capital markets;
●
our operating and financial performance, quarterly or annual earnings relative to similar companies;
●
announcements by competitors that impact our competitive outlook;
●
publication of news stories about us, our competitors or our industry;
●
the public’s reaction to our press releases, our other public announcements and
our filings with the SEC;
●
announcements relating to strategic transactions, including acquisitions, collaborations,
or similar arrangements;
19
●
sales of our common stock by the Company, our insiders, or other stockholders,
or issuances by the Company of shares of our common stock in connection with strategic transactions;
●
regulatory developments or legal developments;
●
litigation or arbitration;
●
changes in accounting standards, policies, guidance, interpretations or principles;
●
general economic, political and market conditions and other factors; and
●
the occurrence of any of the risks described in this section titled “Risk Factors.”
If
securities or industry analysts discontinue publishing research or reports about our business, or if they publish inaccurate or unfavorable
research about our business, our stock price and trading volume could decline.
The
trading market for our common stock will be influenced in part by the research and reports that industry or securities analysts publish
about us or our business. We do not have any control over the industry or securities analysts, or the content and opinions included in
their reports and may never obtain research coverage by securities and industry analysts. If securities or industry analysts discontinue
coverage of us, we could lose visibility in the financial markets, and the trading price for our common stock could be impacted negatively.
If any of the analysts who cover us publish inaccurate or unfavorable research or opinions regarding us, our business model, or our stock
performance, our stock price would likely decline.
Sales
of a substantial number of our shares of common stock in the public market could cause our stock price to fall.
Our
common stock price could decline as a result of sales of a large number of shares of common stock or the perception that these sales could
occur. These sales, or the possibility that these sales may occur, might also make it more difficult for the Company to sell equity securities
in the future at a time and price that the Company deems appropriate.
As
of December 31, 2024, we had 27,069,114 shares of common stock outstanding, all of which were freely tradable without restriction
or further registration under the Securities Act of 1933, as amended (the “Securities Act”), unless held by our
“affiliates” as defined in Rule 144 under the Securities Act.
In addition, in the future, the Company may issue additional shares
of common stock, or other equity or debt securities convertible into common stock, in connection with a financing, acquisition, employee
arrangement or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and could cause the price
of our common stock to decline.
Anti-takeover provisions
in our charter documents and under Delaware law could prevent or delay an acquisition of us that may be beneficial to our stockholders,
and may prevent attempts by our stockholders to replace or remove our current management.
Our
restated certificate of incorporation and our amended and restated bylaws contain provisions that could depress the market price of our
common stock by acting to discourage, delay or prevent a change in control of the Company. These provisions could also make it difficult
for stockholders to elect directors who are not nominated by current members of our Board of Directors (the “Board”) or take
other corporate actions, including effecting changes in our management. These provisions:
●
permit only the Board to establish the number of directors and fill vacancies on the
board of directors;
●
provide that directors may only be removed “for cause” and only with the
approval of two-thirds of our stockholders;
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●
require super-majority voting to amend some provisions in our restated certificate
of incorporation and amended and restated bylaws;
●
authorize the issuance of “blank check” preferred stock that our board of
directors could use to implement a stockholder rights plan;
●
eliminate the ability of our stockholders to call special meetings of stockholders;
●
prohibit stockholder action by written consent, which requires all stockholder actions
to be taken at a meeting of our stockholders;
●
prohibit cumulative voting; and
●
establish advance notice requirements for nominations for election to our board of directors
or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
In
addition, Section 203 of the Delaware General Corporation Law (the “DGCL”) prohibits a publicly held Delaware corporation
from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or
within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction
in which the person became an interested stockholder, unless the transaction is approved in a prescribed manner.
Any
provision of our certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying or preventing
a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could
also affect the price that some investors are willing to pay for our common stock.
The
exclusive forum provisions in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum
that it finds favorable for disputes with us or any of our directors, officers, or employees, which may discourage lawsuits with respect
to such claims.
Our
amended and restated certificate of incorporation, to the fullest extent permitted by law, provides that the Court of Chancery of the
State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the District of
Delaware or other state courts of the State of Delaware) is the exclusive forum for: any derivative action or proceeding brought on our
behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated
certificate of incorporation, or our amended and restated bylaws; or any action asserting a claim that is governed by the internal affairs
doctrine. This exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act.
This
choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively,
if a court were to find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,
financial condition, results of operations and prospects.
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Section 22
of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. Our amended and restated bylaws provide that the federal district
courts of the United States of America will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint
asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”), including for all causes of
action asserted against any defendant named in such complaint. For the avoidance of doubt, this provision is intended to benefit and
may be enforced by us, and our officers and directors. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme
Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While federal or other state courts
may not follow the holding of the Delaware Supreme Court or may determine that the Federal Forum Provision should be enforced in a particular
case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created
by the Securities Act must be brought in federal court and cannot be brought in state court, and our stockholders cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder. In addition, neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any
duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder must be brought in federal court, and our stockholders cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
Any
person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of
and consented to our exclusive forum provisions in our amended and restated bylaws, including the Federal Forum Provision. These provisions
may limit a stockholders’ ability to bring a claim, and may result in increased costs for a stockholder to bring such a claim,
in a judicial forum of their choosing for disputes with us or our directors, officers, other employees or agents, which may discourage
lawsuits against us and our directors, officers, other employees or agents.
Our
Board is authorized to issue and designate shares of our preferred stock without stockholder approval.
Our
amended and restated certificate of incorporation authorizes our Board, without the approval of our stockholders, to issue shares of
preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our amended and restated
certificate of incorporation, and to establish from time to time the number of shares of preferred stock to be included in each such
series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof. The powers, preferences and rights of these additional series of convertible preferred stock may be senior to
or on parity with our common stock, which may reduce our common stock’s value.
Because
we do not anticipate paying any dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your
sole source of gain.
We
have never declared nor paid dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance
the growth and development, operation and expansion of our business and we do not anticipate declaring or paying any dividends in the
foreseeable future. As a result, capital appreciation of our common stock, which may never occur, will be your sole source of gain on
your investment for the foreseeable future.
General Risk Factors
The
requirements of being a public company may strain our resources, result in more litigation and divert management’s attention.
As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the listing requirements of the Nasdaq Global Market
and other applicable securities rules and regulations. Complying with these rules and regulations has increased and will increase our
legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems
and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to
our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control
and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal
control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result,
management’s attention may be diverted from other business concerns, which could adversely affect our business and results of operations.
We may also need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our
costs and expenses.
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In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations
and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application
in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to
invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative
expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If
our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies
due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our
business may be adversely affected.
These
new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we
may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more
difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee and compensation
committee, and qualified executive officers.
By disclosing information in this Annual Report and in future filings
required of a public company, our business and financial condition will become more visible, which we believe may result in threatened
or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously
harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could
divert our management’s resources and seriously harm our business.
We
are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth
companies will make our common stock less attractive to investors.
We
are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company,
we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements and (iii) exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation
and stockholder approval of any golden parachute payments not approved previously.
We
could be an emerging growth company for up to five years following the completion of the IPO, although circumstances could cause
us to lose that status earlier, including if we are deemed to be a “large accelerated filer,” or if we have total annual
gross revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging
growth company as of the December 31 of such year, or if we issue more than $1.0 billion in non-convertible debt during
any three-year period before that time, in which case we would no longer be an emerging growth company immediately.
Under
the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements
may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that
we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of
the Securities Act, upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different
effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth
companies and the date on which we will adopt the recently issued accounting standard.
23
If
we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial
results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm
our business and the trading price of our common stock.
Effective
internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure
controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered
in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection
with Section 404, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our
internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes
to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause
investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We
will be required to disclose changes made in our internal controls and procedures on a quarterly basis and once we are no longer “an
emerging growth company,” management will be required to assess the effectiveness of these controls annually. An independent assessment
of the effectiveness of our internal controls over financial reporting could detect problems that our management’s assessment might
not. Undetected material weaknesses in our internal controls over financial reporting could lead to restatements of our financial statements
and require us to incur the expense of remediation.
Unstable
economic and market conditions may have serious adverse consequences on our business, financial condition and stock price.
Global
economic and business activities continue to face widespread uncertainties, and global credit and financial markets have experienced
extreme volatility and disruptions in the past several years, including severely diminished liquidity and credit availability, rising
inflation and monetary supply shifts, rising interest rates, labor shortages, declines in consumer confidence, declines in economic growth,
increases in unemployment rates, recession risks, and uncertainty about economic and geopolitical stability (e.g., related to the ongoing
Russia-Ukraine conflict and Israel-Palestine conflict). The extent of the impact of these conditions on our operational and
financial performance, including our ability to execute our business strategies and initiatives in the expected timeframe, as well as
that of third parties upon whom we rely, will depend on future developments which are uncertain and cannot be predicted. There can be
no assurance that further deterioration in economic or market conditions will not occur, or how long these challenges will persist. If
the current equity and credit markets further deteriorate, or do not improve, it may make any necessary debt or equity financing more
difficult, more costly, and more dilutive. Furthermore, our stock price may decline due in part to the volatility of the stock market
and the general economic downturn.
The
success of our business is dependent on our brand equity .
Negative
press coverage, lawsuits, regulatory investigations, unfavorable publicity, or allegations of wrongdoings could affect our reputation
and result in a loss of brand equity. Any assertion of wrongdoing by a Company executive, associate, or hired independent contractor,
despite a lack of factual basis, may affect our brand image and reputation. If we fail to maintain and affirmatively protect our brand
value, demand for our services could wane and we may fail to attract qualified candidates for open positions. Such events may cause us
to devote additional resources to repairing our brand value and reputation. Any negative effect on our brand value may cause an adverse
effect on our financial condition, liquidity, and results of operations.
We
are subject to risks associated with climate change, including increased regulation of our emissions, and the potential
increased impacts of severe weather events on our operations.
Concern
over climate change, including the effect of global warming, has led to significant U.S. and international legislative and regulatory
efforts to limit emissions, including vehicle engine emissions. Increasingly, state and local governments are also considering greenhouse
gas regulatory (“GHG”) requirements. Compliance with such regulation and the associated potential cost is complicated by
the fact that various countries and regions are following different approaches to the regulation of climate change. Increased regulation
regarding GHG emissions, vehicle engine emissions, could impose substantial costs on us. These costs include an increase in the cost
of the fuel and other energy we purchase to transport vehicles. Until the timing, scope, and extent of such possible regulation becomes
known, we cannot predict its effect on our cost structure or our operating results. It is reasonably possible, however, that it could
materially increase our operating expenses and have an adverse direct or indirect effect on our business, if instituted.
Additionally,
the potential acute and chronic physical effects of climate change, such as increased frequency and severity of storms, floods,
fires, sea-level rise, excessive heat, longer-term changes in weather patterns and other climate-related events, could
affect our operations, infrastructure and financial results. Operational impacts, such as more frequent delays in our ability to transport
cargo, could result in loss of revenue. We could incur significant costs to improve the climate resiliency of our infrastructure and
otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to predict accurately
the materiality of any potential losses or costs associated with the physical effects of climate change.
24
We
may be subject to securities litigation, which is expensive and could divert management attention.
As
described above, the market price of our common stock is likely to be volatile. The stock market in general has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. In the past, companies
that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be
the target of this type of litigation in the future. Securities litigation (including the cost to defend against, and any potential adverse
outcome resulting from any such proceeding) can be expensive, time-consuming, damage our reputation and divert our management’s
attention from other business concerns, which could seriously harm our business.
Developments
in applicable tax laws may adversely impact our business, results of operations and financial condition. Our effective tax rate could
also be adversely affected as a result of various evolving factors, including changes in the scope of our operations.
New
tax laws, statutes, rules or regulations may be enacted at any time, or interpreted, changed, modified or applied to us, any of which
could have an adverse impact on our business, results of operations and financial condition. We are currently unable to predict whether
such changes will occur. If such changes are enacted or implemented or changes in the scope of our operations occur, including expansion
to new geographies, such changes could adversely affect our effective tax rate and our operating results.