Proficient Auto Logistics, Inc 10-K

Item 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weakness in internal controls over financial reporting described below. Notwithstanding the material weakness in our internal control over financial reporting, our Chief Executive Officer and Chief Financial Officer have concluded that our Condensed Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows in accordance with GAAP. 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. 45 Management’s Report on Internal Control Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control Over Financial Reporting Except for the enhancements to controls to address the material weakness discussed above, there were no changes to our internal control over financial reporting during the twelve months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. OTHER INFORMATION Rule 10b5-1 Plans None of our officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2024. 2025 Annual Meeting of Stockholders We currently plan to hold our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) on May 6, 2025. The time and location of the 2025 Annual Meeting, and the matters to be considered, will be as set forth in our definitive proxy statement for the 2025 Annual Meeting to be filed with the SEC. In order for a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the 2025 Annual Meeting, the stockholder must comply with the requirements set forth in the Company’s amended and restated bylaws and Rule 14a-8, including with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company no later than April 7, 2025. The public announcement of an adjournment or postponement of the date of the 2025 Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 46 Part III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table summarizes information about each one of our executive officers as of December 31, 2024. Name Age Position(s) Richard O'Dell 63 Chief Executive Officer Amy Rice 46 President and Chief Operating Officer Brad Wright 64 Chief Financial Officer and Secretary Information required to be furnished in response to this Item 10 can be found in the Company’s proxy statement for the 2025 annual meeting of stockholders, which will be filed within 120 days after the close of the 2024 fiscal year (the “Proxy Statement”) under the headings “ Proposal No. 1: Item 1 - Election of the Board of Directors,” "Other Matters - Delinquent Section 16(a) Reports," “Stockholder Engagement – Stockholder Recommendations and Nominations of Director Candidates” and “ Proposal No. 1: Item 1 - Election of the Board of Directors- Board of Directors – Audit Committee,” That information is incorporated into this report by reference. Code of Ethics and Business Conduct We have adopted a code of ethics that applies to all of our employees, including our principal executive officer, our principal financial officer and our principal accounting officer. This code of ethics can be found on the investor relations portion of our website, at www.proficientautologistics.com . We intend to disclose any amendment to, or waiver from, a provision of this code of ethics by posting such information on the investor relations portion of our website. Information found on our website is not part of this Annual Report or any other report filed with the SEC. Insider Trading Policies The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. Item 11. EXECUTIVE COMPENSATION Information required to be furnished in response to this Item 11 can be found in the Proxy Statement under the headings “Compensation discussion and analysis,” “Compensation Committee report,” “Corporate governance - Compensation Committee Interlocks and Insider Participation,” “Executive compensation” and “Director compensation.” That information is incorporated into this report by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Additional information in response to this Item 12 can be found in the Proxy Statement under the heading “Security ownership of certain beneficial owners and management.” That information is incorporated into this Annual Report by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information in response to this Item 13 can be found in the Proxy Statement under the headings “Corporate governance - Director independence,” “Corporate Governance - Committee member qualifications” and “Certain relationships and related transactions.” That information is incorporated into this Annual Report by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information in response to this Item 14 can be found in the Proxy Statement under the headings “Audit Committee report and payment of fees to auditor - Fees to independent auditor” and “Audit Committee report and payment of fees to auditor - Administration of engagement of independent auditor.” That information is incorporated into this Annual Report by reference. 47 Part IV Item 15. EXHIBITS AND FINANCIAL STATEMENTS (a) Financial Statements and Notes to the Consolidated Financial Statements See Index to Consolidated Financial Statements on page F-1 at beginning of attached financial statements. (b) Exhibits Exhibit Number Description 2.1 Stock Purchase Agreement, dated as of December 21, 2023, by and among the Company, PAL Stock Acquiror, Inc., Leonel Munoz, Ramon Munoz and Tribeca Automotive Inc. (filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.2 Contribution Agreement, dated as of December 21, 2023, by and among the Company, Leonel Munoz, Ramon Munoz and Tribeca Truck Leasing LLC (filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.3 Agreement and Plan of Merger, dated as of December 21, 2023, by and among the Company, ELI Merger Sub, Inc., Jesus Holguin, Raul Silva and Excel Leasing, Inc. (filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.4 Stock Purchase Agreement, dated as of December 21, 2023, by and among the Company, PAL Stock Acquiror, Inc., Jesus Holguin, Raul Silva, and Deluxe Auto Carriers, Inc. (filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.5 Contribution Agreement, dated as of December 21, 2023, by and among the Company, Proficient Auto Transport, Inc., the shareholder listed thereto and BOCF, LLC (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.6 Stock Purchase Agreement, dated as of December 21, 2023, by and among the Company, PAL Stock Acquiror, Inc., Proficient Auto Transport, Inc., the shareholder listed thereto and BOCF, LLC (filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.7 Agreement and Plan of Merger, dated as of December 21, 2023, by and among the Company, WCL Merger Sub, Inc., William E. Scanlon, Trustee of the William E. Scanlon Living Trust Utd 7/29/05 and West Coast Leasing Company, Inc. (filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.8 Stock Purchase Agreement, dated as of December 21, 2023, by and among the Company, PAL Stock Acquiror, Inc., William E. Scanlon Living Trust Utd 7/29/05 and Sierra Mountain Group, Inc. (filed as Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.9 Contribution Agreement, dated as of December 21, 2023, by and among the Company, John Skiadas, Delta Auto Brokers, LLC, North East Fleet Services, Inc., Delta Automotive Services, Inc. and the sellers listed thereto (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 2.10 Amendment No. 1 to Contribution Agreement, dated as of April 26, 2024, by and among the Company, John Skiadas, Delta Auto Brokers, LLC, North East Fleet Services, Inc., Delta Automotive Services, Inc. and the sellers listed thereto (filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed on April 29, 2024, and incorporated herein by reference). 2.11 Purchase Agreement, dated as of December 21, 2023, by and among the Company, PAL Stock Acquiror, Inc., John Skiadas, Delta Automotive Services, Inc. and the sellers listed thereto (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed on April 11, 2024, and incorporated herein by reference). 3.1 Third Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 15, 2024, and incorporated herein by reference). 3.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 15, 2024, and incorporated herein by reference). 4.1 Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 4.2 Form of Common Stock Certificate (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on April 29, 2024, and incorporated herein by reference). 10.1* Form of Indemnification Agreement, between the Company and its directors and officers (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on April 23, 2024, and incorporated herein by reference). 10.2* Proficient Auto Logistics, Inc. 2024 Long-Term Incentive Plan, and forms of award agreements (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed on April 23, 2024, and incorporated herein by reference). 10.3* 2024 Non-Employee Director Compensation Policy (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on April 23, 2024, and incorporated herein by reference). 10.4* Executive Employment Agreement, dated as of November 30, 2023, by and between Brad Wright and the Company (filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on April 23, 2024, and incorporated herein by reference). 48 10.5* Executive Employment Agreement, dated as of April 22, 2024, by and between Richard O’Dell and the Company (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on April 29, 2024, and incorporated herein by reference). 10.6* Executive employment agreement, dated August 14, 2024, between Proficient Auto Logistics, Inc. and Amy Rice (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 14, 2024, and incorporated herein by reference). 10.7 Registration Rights Agreement (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on April 23, 2024, and incorporated herein by reference). 10.8 Loan Agreement, dated November 8, 2024, by and among Proficient Auto Logistics, Inc. and certain of its subsidiaries, as the borrower, and Pinnacle Bank, as lender (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2024, and incorporated herein by reference). 10.9*+ Consulting Agreement, dated January 26, 2025, by and among Proficient Auto Logistics, Inc., Delta Automotive Services, LLC (d/b/a Delta Transport), and John Skiadas (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 30, 2025, and incorporated herein by reference). 19.1 Insider Trading Policy 21.1 Subsidiaries of the Registrant 23.1 Consent of Grant Thornton LLP, independent registered public accountants 31.1 Certification by principal executive officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by principal financial officer pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Indicates a management contract or compensatory plan or arrangement. + Information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Item 16. FORM 10-K SUMMARY None. 49 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PROFICIENT AUTO LOGISTICS, INC. March 28, 2025 By: /s/ Richard O’Dell Richard O’Dell Chief Executive Officer (Principal Executive Officer) March 28, 2025 By: /s/ Brad Wright Brad Wright Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on March 28, 2025. Name Position(s) /s/ Richard O’Dell Richard O’Dell Chief Executive Officer (Principal Executive Officer); Director /s/ Brad Wright Brad Wright Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Charles A. Alutto Charles A. Alutto Director /s/ Douglas L. Col Douglas L. Col Director /s/ Brenda R. Frank Brenda R. Frank Director /s/ James B. Gattoni James B. Gattoni Director /s/ Steve Lux Steve Lux Director /s/ John F. Schraudenbach John F. Schraudenbach Director /s/ John Skaidas John Skaidas Director 50 Proficient Auto Logistics, Inc. Form 10-K For the Fiscal Year Ended December 31, 2024 Item 8, and Item 15(a) Index to Financial Statements and Schedule Report of Independent Registered Public Accounting Firm [PCAOB ID Number 248 ] F-2 CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF OPERATIONS F-4 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS F-6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7 Note 1 — Nature of operations F-7 Note 2 — Summary of significant accounting policies F-7 Note 3 — Business combinations F-16 Note 4 — Prepaid expenses and other current assets F-25 Note 5 — Goodwill F-25 Note 6 — Intangible assets, net F-25 Note 7 — Property and equipment F-26 Note 8 — Accrued liabilities F-26 Note 9 — Income taxes F-27 Note 10 — Line of credit F-28 Note 11 — Long-term debt F-29 Note 12 — Leases F-30 Note 13 — Stockholders’ Equity (Deficit) and Preferred Stock F-33 Note 14 — Stock-based compensation F-34 Note 15 — Segment reporting F-35 Note 16 — Loss per share F-40 Note 17 — Related Party Transactions F-41 Note 18 — Commitments and contingencies F-41 Note 19 — Subsequent events F-42 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Proficient Auto Logistics, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheet of Proficient Auto Logistics, Inc. (Successor) (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and the consolidated balance sheet of Proficient Auto Transport, Inc. (Predecessor) (a Delaware corporation) and subsidiaries as of December 31, 2023; the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2024 (Successor), the period from January 1, 2024 to May 12, 2024 (Predecessor), and the years ended December 31, 2023 and December 31, 2022 (Predecessor); and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 (Successor) and of the Predecessor as of December 31, 2023, and the results of their operations and their cash flows for the year ended December 31, 2024 (Successor), the period from January 1, 2024 to May 12, 2024 (Predecessor), and the years ended December 31, 2023 and December 31, 2022 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2023. Tulsa, Oklahoma March 28, 2025 F- 2 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Successor Predecessor December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 15,398,714 $ 4,273 Accounts receivable, less allowance for credit losses (2024 - $ 134,372 ; 2023 - $ 634,913 ) 37,394,656 19,799,044 Net investment in leases, current portion 266,447 32,374 Maintenance supplies 1,356,814 822,855 Assets held for sale 265,900 — Income tax receivable 2,944,742 — Prepaid expenses and other current assets 10,060,169 2,769,005 Total current assets 67,687,442 23,427,551 Property and equipment, net of accumulated depreciation (2024 - $ 15,541,572 ; 2023 - $ 16,211,133 ) 122,636,636 17,998,750 Operating lease right-of-use assets 10,970,536 4,457 Net investment in leases, less current portion 175,330 2,681 Deposits 4,676,679 1,033,642 Goodwill 169,056,675 — Intangible assets, net of accumulated amortization (2024 - $ 5,709,360 ; 2023 - $0) 132,490,640 — Other long-term assets 393,006 527,952 Total assets $ 508,086,944 $ 42,995,033 Liabilities, mezzanine equity, and stockholders’ equity Current liabilities: Accounts payable $ 9,829,355 $ 2,539,198 Book overdraft — 891,410 Accrued liabilities 21,826,519 7,803,359 Income tax payable — 1,174,959 Finance lease liabilities, current portion 89,184 1,306,024 Operating lease liabilities, current portion 1,825,970 4,456 Long-term debt, current portion 19,052,903 1,599,699 Total current liabilities 52,623,931 15,319,105 Long-term liabilities: Line of credit 7,000,000 3,450,129 Finance lease liabilities, less current portion 8,343 273,096 Operating lease liabilities, less current portion 9,258,234 — Long-term debt, less current portion 56,336,911 5,035,478 Deferred tax liability, net 42,638,079 2,283,833 Other long-term liabilities 2,241,923 — Total liabilities 170,107,421 26,361,641 Commitments and contingencies (Note 18) Mezzanine equity: Series A convertible, redeemable, preferred stock, $ 0.01 par value; 10,000,000 shares authorized; 0 and 3,066,923 shares issued and outstanding as of December 31, 2024 and December 31, 2023 respectively — 8,880,672 Stockholders’ equity: Common stock, $ 0.01 par value; 50,000,000 shares authorized; 27,069,114 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023 respectively 270,691 — Common stock, $ 0.01 par value; 10,000,000 shares authorized; 392,825 shares issued and outstanding — 3,928 Additional paid in capital 346,756,929 — (Accumulated deficit) retained earnings ( 9,048,097 ) 7,748,792 Total stockholders’ equity 337,979,523 7,752,720 Total liabilities, mezzanine equity and stockholders’ equity $ 508,086,944 $ 42,995,033 The accompanying notes to the consolidated financial statements are an integral part of these statements. F- 3 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Successor Predecessor December 31, Period from January 1, 2024 to May 12, December 31, December 31, 2024 2024 2023 2022 Operating revenue Revenue, before fuel surcharge $ 222,055,006 $ 38,947,787 $ 126,437,360 $ 116,108,865 Fuel surcharge and other reimbursements 16,302,886 2,073,087 9,318,633 14,051,209 Other Revenue 1,509,218 — — — Lease Revenue 987,417 196,814 — — Total operating revenue 240,854,527 41,217,688 135,755,993 130,160,074 Operating Expenses Salaries, wages and benefits 45,640,725 27,483,771 20,435,466 22,893,321 Stock-based compensation 8,883,142 — — — Fuel and fuel taxes 16,128,862 1,119,549 4,461,319 7,213,180 Purchased transportation 119,908,760 25,995,763 83,843,297 70,337,687 Truck expenses 12,952,229 1,886,793 7,038,663 7,063,977 Depreciation 15,699,025 934,988 2,523,971 2,289,026 Intangible amortization 5,709,360 — — — Gain on sale of equipment ( 149,683 ) ( 235,081 ) ( 173,859 ) ( 47,847 ) Insurance premiums and claims 13,396,730 1,107,047 3,161,673 2,554,731 General, selling, and other operating expenses 10,577,918 3,944,823 4,112,009 3,162,408 Total Operating Expenses 248,747,068 62,237,653 125,402,539 115,466,483 Operating (loss) income ( 7,892,541 ) ( 21,019,965 ) 10,353,454 14,693,591 Other income and (expense) Interest expense ( 4,007,661 ) ( 717,431 ) ( 953,667 ) ( 1,163,508 ) Acquisition Costs ( 1,226,915 ) — — — Adjustment of Earn Out Contingency 3,095,114 — — — Other income, net 311,351 2,078 — — Total other expense, net ( 1,828,111 ) ( 715,353 ) ( 953,667 ) ( 1,163,508 ) (Loss) Income before income taxes ( 9,720,652 ) ( 21,735,318 ) 9,399,787 13,530,083 Income tax (benefit) expense ( 1,245,384 ) ( 6,350,642 ) 2,243,617 3,130,964 Net (loss) income $ ( 8,475,268 ) $ ( 15,384,676 ) $ 7,156,170 $ 10,399,119 Loss Per Share Basic & Diluted $ ( 0.47 ) Weighted Average Shares Basic & Diluted 17,937,853 The accompanying notes to the consolidated financial statements are an integral part of these statements. F- 4 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) Successor Common Stock Additional Paid in Accumulated Total Shares Amount Capital Deficit Equity Balance, December 31, 2023 2,939,130 $ 29,391 $ 932,609 $ ( 572,829 ) $ 389,171 Issuance of shares through IPO 15,768,333 157,683 212,134,166 — 212,291,849 Issuance of shares for business combinations 7,957,474 79,575 123,784,522 — 123,864,097 Other — — 1,026,532 — 1,026,532 Issuance of restricted shares 404,177 — — — — Stock-based compensation — 4,042 8,879,100 — 8,883,142 Net loss — — — ( 8,475,268 ) ( 8,475,268 ) Balance, December 31, 2024 27,069,114 $ 270,691 $ 346,756,929 $ ( 9,048,097 ) $ 337,979,523 Predecessor Common stock Retained Total Shares Amount earnings Equity Balance, December 31, 2021 392,825 $ 3,928 $ ( 7,874,003 ) $ ( 7,870,075 ) Accrued and unpaid dividends on Series A preferred stock — — ( 984,914 ) ( 984,914 ) Net income — — 10,399,119 10,399,119 Balance, December 31, 2022 392,825 $ 3,928 $ 1,540,202 $ 1,544,130 Accrued and unpaid dividends on Series A preferred stock — — ( 947,580 ) ( 947,580 ) Net income — — 7,156,170 7,156,170 Balance, December 31, 2023 392,825 $ 3,928 $ 7,748,792 $ 7,752,720 Accrued and unpaid dividends on Series A preferred stock — — ( 260,526 ) ( 260,526 ) Net loss — — ( 15,384,676 ) ( 15,384,676 ) Balance, May 12, 2024 392,825 $ 3,928 $ ( 7,896,410 ) $ ( 7,892,482 ) The accompanying notes to the consolidated financial statements are an integral part of these statements. F- 5 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Successor Predecessor December 31, Period from January 1, 2024 to May 12, December 31, December 31, 2024 2024 2023 2022 Cash flows from operating activities: Net (loss) income $ ( 8,475,268 ) $ ( 15,384,676 ) $ 7,156,170 $ 10,399,119 Adjustments to reconcile net (loss) income to net cash flows provided by operating activities: Stock-based compensation 8,883,142 — Provision for credit losses 134,372 53,000 298,000 ( 9,712 ) Depreciation and amortization expense 21,408,385 934,988 2,523,971 2,289,026 Gain on sale of equipment ( 149,683 ) ( 235,081 ) ( 173,859 ) ( 47,847 ) Sales-type lease revenue — — ( 25,000 ) ( 60,094 ) Interest income ( 19,679 ) ( 273 ) ( 2,488 ) ( 3,448 ) Amortization of debt issuance costs 92,559 4,795 13,115 38,392 Deferred income tax expense (benefit) ( 1,406,439 ) ( 3,697,804 ) 857,606 1,650,312 Operating lease expense 1,064,232 25,404 28,918 177,742 Adjustment of Earn Out Contingency ( 3,095,114 ) — — — Change in operating assets and liabilities: Accounts receivable 2,524,336 7,745,840 ( 1,617,276 ) ( 8,323,632 ) Net investment in leases 151,005 11,515 110,469 94,942 Maintenance supplies ( 261,676 ) 305,619 ( 153,927 ) ( 315,287 ) Income tax receivable ( 304,615 ) ( 2,640,127 ) — — Prepaid expenses and other assets ( 2,686,326 ) 1,029,275 ( 273,031 ) 245,612 Deposits ( 274,761 ) 42,954 ( 122,454 ) ( 543,046 ) Accounts payable ( 5,767,241 ) ( 159,661 ) 798,800 617,760 Book overdraft — ( 891,410 ) ( 243,716 ) 684,549 Accrued liabilities ( 69,006 ) 22,055,094 1,498,411 1,191,160 Income tax payable ( 78,700 ) ( 1,174,959 ) 89,083 1,065,449 Settlement liability — — — ( 3,025,000 ) Operating lease liabilities ( 950,563 ) ( 27,951 ) ( 29,314 ) ( 177,347 ) Net cash flows provided by operating activities 10,718,960 7,996,542 10,733,478 5,948,650 Cash flows from investing activities: Proceeds from sale of equipment 1,581,123 252,441 709,916 195,844 Purchases of property and equipment ( 6,176,910 ) ( 303,534 ) ( 515,661 ) ( 642,986 ) Business combinations, net of cash acquired ( 200,437,521 ) — — — Net cash flows (used in) provided by investing activities ( 205,033,308 ) ( 51,093 ) 194,255 ( 447,142 ) Cash flows from financing activities: Proceeds from line of credit 20,918,664 13,265,526 134,931,841 119,103,397 Proceeds from long-term debt 20,422,522 — — — Repayments of line of credit ( 16,830,384 ) ( 16,715,655 ) ( 137,737,169 ) ( 122,655,418 ) Repayments of long-term debt ( 23,268,572 ) ( 719,572 ) ( 1,877,266 ) ( 845,088 ) Repayment of SBA Loan ( 3,838,654 ) — — — Repayments of finance lease obligations ( 53,771 ) ( 1,427,821 ) ( 1,244,490 ) ( 1,137,709 ) Payment of finance fees ( 386,825 ) — — ( 17,616 ) Dividend Paid on Series A Preferred Stock — — ( 5,000,000 ) — Common stock issued at IPO 212,291,849 — — — Net cash flows provided by (used in) financing activities 209,254,829 ( 5,597,522 ) ( 10,927,084 ) ( 5,552,434 ) Net change in cash and cash equivalents 14,940,481 2,347,927 649 ( 50,926 ) Cash and cash equivalents, beginning of period 458,233 4,273 3,624 54,550 Cash and cash equivalents, end of period $ 15,398,714 $ 2,352,200 $ 4,273 $ 3,624 Supplemental disclosure of cash flow information: Cash paid for interest $ 3,697,314 $ 786,925 $ 1,118,976 $ 1,150,854 Cash paid for taxes $ 1,958,965 $ 1,187,370 $ 1,254,412 $ 415,203 Noncash investing and financing activity: Addition of right-of-use asset upon adoption of ASC 842 $ — $ — $ — $ 211,117 Right of use assets obtained in exchange for lease liability $ 12,034,768 $ 328,489 $ — $ — Equipment financed through long-term debt $ 22,230,556 $ — $ 4,842,685 $ 303,740 Accrued and unpaid dividends $ — $ 260,526 $ 947,580 $ 984,914 Issuance of shares for business combinations $ 123,864,097 $ — $ — $ — The accompanying notes to the consolidated financial statements are an integral part of these statements. F- 6 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Nature of operations AH Acquisition Corp. was formed on June 13, 2023, pursuant to the laws of the State of Delaware to become a holding company for the consolidation of several operating companies within the automobile transportation industry. Subsequently, on October 17, 2023, AH Acquisition Corp. legally changed its name to Proficient Auto Logistics, Inc (“Proficient,” the “Company,” or “We”). Proficient is an industry leading specialized freight company focused on providing auto transportation and logistics services. The Company offers a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, or regional rail yards to auto dealerships around the country. We have developed a differentiated business model due to our scale, breadth of geographic coverage, and embedded customer relationships with leading auto original equipment manufacturing companies (“OEMs”). Our customers range from large, global auto companies, such as General Motors, BMW, Stellantis, and Mercedes Benz, to electric vehicle (“EV”) producers, such as Tesla and Rivian. Additional customers include auto dealers, auto auctions, rental car companies, and auto leasing companies. Proficient operates an asset-based Company Drivers service (“Company Drivers”) on behalf of the manufacturers as well as various third-party logistics management companies or brokers. In addition, Proficient provides third party logistics to other transportation companies under an asset-light freight model (“Brokered”). Note 2 — Summary of significant accounting policies Basis of Presentation — The consolidated financial statements and footnotes have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Thereafter, on August 16, 2024, the Company acquired Auto Transport Group, LC, (“ATG”) for approximately $ 28.9 million in cash and 1,069,346 shares of our common stock. Subsequently on November 1, 2024, the Company acquired Utah Truck & Trailer Repair, LLC, (“UTT”), a repair facility located at the ATG headquarters terminal in Ogden, Utah for $ 4.5 million in cash. 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.” Proficient has been identified as the designated accounting acquirer (“Successor”) of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor (“Predecessor”) to the Company. As a result, the consolidated financial statements as of, and for period ended, December 31, 2024 for Proficient (which includes results of operations from the period May 13, 2024 to December, 2024 from the acquired businesses as well as expenses from the acquiring entity for the year ended December 31, 2024) and consolidated financial statements for the period January 1, 2024 through May 12, 2024 for Proficient Transport are included in this Annual Report on Form 10-K. A black-line between the Successor and Predecessor periods has been placed in the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity (Deficit), Consolidated Statements of Cash Flows and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these two periods. Please refer to Note 3, “Business Combinations.” F- 7 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. Use of Estimates – The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. Significant estimates include the accrual for insurance and claims liabilities; litigation and loss contingency claims; initial value and ongoing adjustments to earn out contingencies; income tax liabilities; and several aspects of property and equipment and intangible assets including determining useful lives, upfront purchase price allocation valuation of these assets, and ongoing assessments of impairment. Cash and Cash Equivalents – Cash includes all highly liquid investment instruments with an original maturity of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation (“FDIC”) limits or may be invested in sweep accounts that are not insured by the institution, the FDIC, or any other government agency. As of December 31, 2024, and 2023, the Company had cash balances in excess of $ 250,000 FDIC insured limits of $ 12,124,330 , and $ 0 , respectively. Accounts Receivable — Accounts receivable represents customer obligations due under normal trade terms. At the beginning of the year ended December 31, 2022 (Predecessor), the balance of Accounts Receivable, net of provisions of $ 345,506 , was $ 10,146,424 . Accounts receivable originating in the normal course of business are recorded at cost, and balances acquired from business combinations are recorded at fair value which approximates their net book value due to the short term nature of the balances. The Company reviews accounts receivable on a continuing basis to determine if any receivables are potentially uncollectible. The Company writes off uncollectible receivables based on specifically identified amounts determined to be uncollectible. Actual write-offs could differ from management’s estimate. The Company maintains allowances for credit losses on its trade receivables. The Company estimates the allowance for credit losses by applying a loss rate based on historical write-offs, factors surrounding the credit risk of specific customers, and forecasts of future economic conditions. To gather information regarding these trends and factors, the Company performs ongoing credit evaluations of customers, an analysis of accounts receivable aging by business segment, and an analysis of future economic conditions at period end. Provisions for estimated credit losses are recorded within the “General, selling, and other operating expenses”. The following is roll forward of the allowance: Successor Predecessor December 31, 2024 Period from January 1, 2024 to May 12, 2024 December 31, 2023 December 31, 2022 Beginning Balance $ - $ 634,913 $ 342,576 $ 345,506 Provision 134,372 53,000 298,000 6,782 Recoveries - - ( 5,663 ) ( 9,712 ) Other 1 - ( 687,913 ) - - Ending Balance $ 134,372 $ - $ 634,913 $ 342,576 1 The Other row for the Predecessor period ending May 12, 2024 reflects the impact of the recognition of Accounts Receivable at fair value as a result of the Combination Agreements. Refer to Note 3 for further information. F- 8 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Maintenance Supplies – Maintenance supplies consist primarily of parts, materials and supplies for servicing the Company’s revenue and service equipment that are held for maintenance on the Company’s transportation equipment and are not available for sale to the general public. Deposits - The Company maintains deposits in a financial institution that, at times, exceed the $ 250,000 insured by the FDIC. The Company believes there is no significant risk with respect to these deposits. As of December 31, 2024, and 2023, deposit balances in excess of $ 250,000 FDIC insured limits of $ 3,423,331 , and $ 0 , respectively. Property and Equipment – Property and equipment is stated at cost. The Company depreciates its property and equipment using the straight-line method over the following estimated useful lives: Asset Group Useful Lives Buildings and improvements 5 - 39 years Furniture and equipment 2 - 7 years Machinery and equipment 5 - 7 years Software and computer equipment 3 - 5 years Transportation equipment 5 - 10 years Leasehold improvements are amortized over the lesser of the estimated useful lives or the length of the lease. At December 31, 2024, the weighted-average remaining lease term was 7.2 years. Significant renewals and betterments are capitalized, while expenditures for normal repairs and maintenance are charged to expense as incurred. Upon the retirement of property and equipment, the related asset cost and accumulated depreciation are removed from the accounts and any gain or loss is recorded in the Company’s consolidated statements of Operations. F- 9 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Claims and Insurance Accruals - Claims and insurance accruals consist of cargo loss, physical damage, group health, liability (personal injury and property damage) and workers’ compensation claims and associated legal and other expenses within the Company’s established retention levels. Claims in excess of retention levels are generally covered by insurance in amounts the Company considers adequate. Claims accruals represent the uninsured portion of the loss and if we are the primary obligor, the insured portion of pending claims at December 31, 2024, and 2023, plus an estimated liability for incurred but not reported claims and the associated expense. Accruals for cargo loss, physical damage, group health, liability and workers’ compensation claims are estimated based on the Company’s evaluation of the type and severity of individual claims and future development based on historical trends. As of December 31, 2024, and 2023, the Company recorded total claims and insurance accruals of $ 5,721,891 and $ 2,209,173 , respectively, within accrued liabilities on the consolidated balance sheet. Proficient Transport is the only entity that is self-insured for its group health insurance plan. The amount recorded for the Proficient Transport’s group health accrual as of December 31, 2024 and 2023, was based in part upon actuarial studies performed by a third-party actuary. Revenue Recognition – The Company generates revenue primarily from shipments of automobiles through the Company’s Company Drivers and Brokered operations. These shipments represent the Company’s single performance obligation for each delivery arising from contracts entered into with customers who are mostly automobile manufacturers. Revenue is recognized in an amount that reflects the consideration that is expected to be received in exchange for the transportation and logistical services performed, which are based on fixed contractual cash payments. Revenue is recognized when the performance obligation is satisfied, which occurs over time with the transit of the shipments from origin to destination. Revenue is recognized based on the miles driven compared to the total miles scheduled for each delivery. The Company estimates the number of miles driven as the basis for determining the amount of revenue to be recognized for partially fulfilled obligations as of the reporting period. Accessorial charges for fuel surcharges as well as other reimbursements are part of the consideration we receive for the single performance obligation of delivering shipments. The Company has elected to utilize the practical expedient in ASC 606-10-32-18 and does not account for the effects of a significant financing component if the period between when the Company transfers a good or service to the customer and when the customer pays for that good or service is one year or less. Contracts entered with our customers do not contain any material financing components as standard payment terms range from 30 to 60 days. Payments terms in the Company’s contracts vary by the type and location of the Company’s customer and services offered. In some instances, the Company outsources the transportation of the loads to third-party carriers. The Company is a principal in these arrangements, as we have the primary responsibility to meet the customer’s requirements and have discretion over the pricing of the services charged to the customer. In these instances, the Company records the revenue collected on a gross basis, and recognizes the corresponding costs incurred within purchased transportation on the consolidated statements of operations. The Company’s revenue disaggregation is presented on the consolidated statements of operations and within Note 15 Segment reporting. F- 10 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES The Company has elected to use the practical expedient in ASC 340-40-25-4 and recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less. The Company does not typically incur incremental costs in obtaining a contract from its customers, however, if the Company did, the costs would be expensed as incurred as its sales contracts have a duration of less than one year. Such costs would be included in the General, selling, and other operating expenses caption of the consolidated statements of operations. Defined contribution plans –The Company and its subsidiaries have defined contribution 401(k) plans that cover substantially all employees. The plans permit eligible participants to defer a portion of their eligible compensation, defined by each subsidiaries plan, ranging from 90 % to 100 %, not to exceed $ 69,000 as determined under Section 401(k) of the IRC. For our Safe Harbor Plans, the Company matches 100 % of participant contributions up to the first 4 % of annual compensation. For the non-safe harbor plans, matching is discretionary. The Company’s matching expense for the 401(k) plans totaled $ 357,161 , $ 87,740 , $ 283,000 and $ 287,000 for period year-ended December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor) and for the years ended December 31, 2023 and December 31, 2022 (Predecessor), respectively. Our plans have various vesting schedules ranging from three to six years of service. Leases – The Company determines if an arrangement is a lease or contains a lease at inception and performs an analysis to determine whether the lease is an operating lease or a finance lease. The Company measures right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. The Company uses the implicit rate when readily determinable. When the implicit rate is not readily determinable, the Company estimates an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. These rates are used to discount the remaining lease payments in measuring the ROU asset and lease liability. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For finance leases, the Company recognizes depreciation expense from the depreciation of the ROU asset and interest expense on the related lease liability. The Company does not separate lease and non-lease components of contracts. The nature of the non-lease components in the Company’s leases include common area maintenance and related services as part of its building leases. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and lease expense is recognized on a straight-line basis over the lease term. Advertising Costs – Advertising costs are expensed when incurred. Advertising costs totaled $ 31,117 , $ 2,859 , $ 6,800 and $ 32,089 for the years ended December 31, 2024, for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the years ended December 31, 2023 and December 31, 2022 (Predecessor), respectively, and are included in general, selling and other operating expenses on the consolidated statements of operations. F- 11 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Income Taxes – Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company evaluates the need for a valuation allowance on deferred tax assets based on whether it believes that it is more likely than not all deferred tax assets will be realized. A consideration of future taxable income is made as well as on-going prudent feasible tax planning strategies in assessing the need for valuation allowances. In the event it is determined all or part of a deferred tax asset would not be able to be realized, management would record an adjustment to the deferred tax asset and recognize a charge against income at that time. The Company’s estimate of the potential outcome of any uncertain tax issue is subject to its assessment of relevant risks, facts and circumstances existing at that time. The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, and records a liability when such uncertainties meet the more likely than not recognition threshold. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. Concentration of Credit Risks – For the year ended December 31, 2024 (Successor), our largest customer accounted for approximately 22 % of operating revenue. As of December 31, 2024, our largest customer had accounted for approximately 24 % of net accounts receivable. The monitors the credit risk of its customers, offering normal payment terms without collateral held or available for the balances owed. For the year ended December 31, 2023 (Predecessor), two of our largest customers accounted for approximately 62.7 % of operating revenue. As of December 31, 2023, our largest two customers had accounted for approximately 73 % of gross accounts receivable. For the year ended December 31, 2022(Predecessor), two of our largest customers accounted for approximately 66.0 % of operating revenue. Labor concentration – At December 31, 2024 (Successor) or December 31, 2023 (Predecessor), the Company’s employees are not subject to union or other collective bargaining agreements. Business Combinations — The Company accounts for business combinations using the acquisition method pursuant to ASC 805, Business Combinations. For each acquisition, the Company recognizes the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Valuations of certain assets acquired, including customer relationships, and trade names involve significant judgment and estimation. The Company uses independent valuation specialists to help determine fair value of certain assets and liabilities. Valuations utilize significant estimates, such as forecasted revenues and profits. Changes in these estimates could significantly impact on the value of certain assets and liabilities. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. The Company expects to complete the final fair value determination of the assets acquired and liabilities assumed as soon as practicable within the measurement period, but not to exceed one year from the acquisition date. F- 12 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Goodwill — Goodwill is recorded when the purchase price paid in a business combination exceeds the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment on an annual basis, or upon an occurrence of an event or changes in circumstances that indicate that the carrying value may not be recoverable. Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether the fair value of a reporting unit is less than its carrying amount. The Company then completes a quantitative impairment test if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired, and no additional steps are needed. If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Intangible Assets, Net — The Company’s intangible assets consist of acquired customer relationships and trade names. Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method. Intangible assets historically have been acquired through business combinations and recorded at their purchase date estimated fair value – see Note 3. When determining the fair value of acquired intangible assets, management makes significant estimates and assumptions, including, but not limited to, expected long-term market growth, customer retention, future expected operating expenses, costs of capital and appropriate discount rates. Finite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. The Company amortizes its intangible assets using the straight-line method over their estimated useful lives of 15 years for customer relationships, and 10 years for trade names. Stock-Based Compensation — Restricted Stock Units (“RSUs”) have been granted to eligible employees and independent board members of the Company. As the requirement to remain employed for the necessary service period and the performance vesting criteria are based on the performance of the Company. The Company has recorded the compensation expense within stock-based compensation in the consolidated statement of operations. In accounting for stock-based compensation awards, the Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards. Compensation expense for time-vesting awards is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. The estimated fair value of the RSU’s was determined using the fair value of the Company’s common stock on the grant date. F- 13 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Fair Value Measurements — The Company determines fair value based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, as determined by either the principal market or the most advantageous market in which it transacts. The Company applies fair value accounting for all the financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. As of December 31, 2024 and December 31, 2023, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other current assets and liabilities approximates fair value due to the short maturities of these instruments. Interest rates on borrowings under long-term debt and finance lease obligations approximate the interest rates that would currently be available to the Company under similar terms, and as such, carrying value approximates fair value. Certain assets, including goodwill, intangible assets and other long-lived assets, are also subject to measurement at fair value on a nonrecurring basis (1) when they are acquired during a business combination as discussed in Note 3, and (2) if they are deemed to be impaired as a result of an impairment review. The earn-out liability relates to the acquisition of Deluxe as discussed in Note 3 and is contingent consideration that is measured at the estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones, making it a Level 3 fair value measurement. The Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration will be recorded in the consolidated statements of operations. On September 30, 2024, the Company evaluated the earn-out and determined the probability of payment was remote and therefore recorded a gain of $ 3,095,114 in the consolidated statements of operations to fully derecognize the amount initially recorded at the acquisition date as the agreement expired in the fourth quarter of 2024 resulting in no amounts owed by the Company. The earn out liability was previously recorded in Accrued expenses on the consolidated balance sheets from the May 2024 acquisition date until the derecognition was recorded in the third quarter of 2024. Segment Reporting — In accordance with ASC 280, Segment Reportin g, operating segments are defined as components of an enterprise for which separate financial information is available and are regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM primarily evaluates performance based on operational results from the services provided by Company Drivers and Brokered, which represent the Company’s operating segments for the period ended December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the periods ended December 31, 2023 and December 31, 2022 (Predecessor), respectively. The Company’s CODM has been identified to collectively include the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. F- 14 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES The CODM uses the Segment Operating profit or loss measure to evaluate the profitability and operational efficiency of each segment, identify areas for improvement, and make informed decisions about resource allocation, strategic planning, and performance targets. This measure of segment profit or loss is consistent with the measurement principles used in the consolidated financial statements. The CODM reviews the segment Operating profit or loss on a quarterly basis during executive meetings and uses this information to assess segment performance (analyzing margins, revenue changes, and expense management), allocate resources (capital deployment and personnel allocation to executive strategic initiatives), strategic planning (setting short and longer term goals for expansion), and performance targets (establishing key performance indicators, monitoring progress, and revising plans). Adopted Accounting Pronouncements — In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and information used to assess segment performance. This standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the amendment on a retrospective basis for the 2024 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements, with conforming presentation for 2023 in Note 15 – Segment reporting. Accounting Pronouncements Not Yet Adopted – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact this standard will have on its disclosures. In March 2024, the SEC adopted final rules under SEC Release Nos. 33-11275 and 33-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors , that will require registrants to provide certain climate-related information in their registration statements and annual reports. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. The Company is currently assessing the impact this standard will have on its disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220) , which requires additional disclosure about certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026, while early adoption is permitted. The Company is currently assessing the impact this standard will have on its disclosures. F- 15 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 3 — Business combinations Acquisition of the Founding Companies On December 21, 2023, Proficient Auto Logistics, Inc. entered into agreements to acquire in multiple, separate acquisitions five operating businesses and their respective affiliated entities to found the Company, as applicable: (i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient Transport, and (v) Tribeca. The closing of the acquisitions occurred concurrently with the closing of the Company’s IPO of its common stock on May 13, 2024. The various agreements to acquire the Founding Companies are briefly described below: ● The Company entered into a Membership Interest Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Delta for cash and shares of common stock. Delta’s main business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the Southeast and East Coast of the United States. ● The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Deluxe for cash, shares of common stock and contingent consideration in the form of an earn-out provision. The earn-out provision which provided that the Company would make earn-out payments, fifty percent ( 50 %) in cash and fifty percent ( 50 %) in shares of common stock, to Deluxe under certain terms and conditions related to Deluxe’s EBITDA for the period commencing on January 1, 2024 and ending on December 31, 2024. No earnout payment was ultimately due under this agreement. Deluxe’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the West Coast and South of the United States. ● The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Proficient Transport for cash and shares of common stock. Proficient Transport’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the South, Southeast and East Coast of the United States. ● The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Sierra for cash and shares of common stock. Sierra Mountain’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the West Coast and the Midwest of the United States. ● The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Tribeca for cash and shares of common stock. Tribeca’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the East Coast and Southeast of the United States. F- 16 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES The acquisitions were accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations . Proficient Auto Logistics, Inc was the accounting acquirer. The tables below present the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of the Founding Companies based on the respective fair values as of May 13, 2024. The preliminary purchase price allocation was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (defined as one year following the acquisition date). As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the tables below. Adjustments were primarily made to property and equipment, operating lease right-of-use assets, goodwill, and deferred income taxes. The property and equipment fair value revision had an impact to depreciation expense and an adjustment to reduce depreciation by $ 848,000 was recorded in depreciation on the consolidated statements of operations. Delta Acquisition Date Amounts Recognized Adjustments Acquisition Date Amounts Recognized, As Adjusted Purchase consideration Cash consideration paid $ 31,580,792 $ - $ 31,580,792 Stock consideration issued 32,888,947 - 32,888,947 Total purchase price $ 64,469,739 $ - $ 64,469,739 Allocation of purchase price Cash and cash equivalents 3,928,492 300 3,928,792 Accounts receivable 3,928,804 - 3,928,804 Prepaid expenses and other current assets 1,219,052 ( 300 ) 1,218,752 Property and equipment 24,114,360 ( 1,046,000 ) 23,068,360 Operating right-of-use asset 3,429,317 ( 2,848,030 ) 581,287 Deposits 48,041 - 48,041 Intangible assets 36,000,000 - 36,000,000 Accounts payable ( 1,938,014 ) ( 22,170 ) ( 1,960,184 ) Insurance payable ( 614,809 ) ( 403,999 ) ( 1,018,808 ) Operating lease liabilities ( 3,429,316 ) 2,848,030 ( 581,286 ) Long-term debt ( 16,854,781 ) - ( 16,854,781 ) Deferred tax liability ( 8,182,907 ) ( 3,264,331 ) ( 11,447,238 ) Fair value of net assets acquired $ 41,648,239 $ ( 4,736,500 ) $ 36,911,739 Goodwill $ 22,821,500 $ 4,736,500 $ 27,558,000 F- 17 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Deluxe Acquisition Date Amounts Recognized Adjustments Acquisition Date Amounts Recognized, As Adjusted Purchase consideration Cash consideration paid $ 40,233,554 $ (3,599,373 ) 1 $ 36,634,181 Stock consideration issued 20,907,990 - 20,907,990 Contingent consideration – earn-out 3,095,114 - 3,095,114 2 Total purchase price $ 64,236,658 $ ( 3,599,373 ) $ 60,637,285 Allocation of purchase price Cash and cash equivalents 153,838 - 153,838 Accounts receivable 9,668,217 ( 35,000 ) 9,633,217 Maintenance supplies 479,012 - 479,012 Prepaid expenses and other current assets 1,309,219 - 1,309,219 Property and equipment 24,070,980 ( 2,461,198 ) 21,609,782 Operating right-of-use asset 1,455,919 - 1,455,919 Net investment in leases 63,389 ( 36,000 ) 27,389 Deposits 2,205,923 71,000 2,276,923 Intangible assets 19,300,000 - 19,300,000 Accounts payable ( 5,313,958 ) - ( 5,313,958 ) Accrued liabilities ( 5,975,871 ) 334,494 ( 5,641,377 ) Line of credit ( 2,911,720 ) - ( 2,911,720 ) Operating lease liabilities ( 1,455,919 ) - ( 1,455,919 ) Long-term debt ( 7,301,372 ) 188,185 ( 7,113,187 ) Deferred tax liability ( 6,161,897 ) 1,447,280 ( 4,714,617 ) Long-term liabilities - ( 2,241,923 ) ( 2,241,923 ) Fair value of net assets acquired $ 29,585,760 $ ( 2,733,162 ) $ 26,852,598 Goodwill $ 34,650,898 $ ( 866,211 ) $ 33,784,687 1 As of October 9, 2024, as part of the Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Deluxe, the Company and Deluxe acknowledged and agreed to the final calculation of the tangible and intangible assets acquired and liabilities assumed of Deluxe as defined in the Stock Purchase Agreement and a Merger Agreement. As a result, the final consideration is less than the estimated closing consideration. Accordingly, the Company reduced the purchase consideration paid to Deluxe by $ 3,599,373 as a measurement period adjustment. Payment was received from Deluxe’s sellers on October 11, 2024. 2 On September 30, 2024, the Company evaluated the earn-out and determined the probability of payment was remote and therefore recorded a gain of $ 3,095,114 in the consolidated statements of operations. There is no remaining earn-out liability expected to be settled as at December 31, 2024. F- 18 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Proficient Transport Acquisition Date Amounts Recognized Adjustments Acquisition Date Amounts Recognized, As Adjusted Purchase consideration Cash consideration paid $ 82,185,183 $ - $ 82,185,183 Stock consideration issued 26,575,928 - 26,575,928 Total purchase price $ 108,761,111 $ - $ 108,761,111 Allocation of purchase price Cash and cash equivalents 2,352,200 - 2,352,200 Accounts receivable 12,108,207 ( 108,002 ) 12,000,205 Maintenance supplies 765,110 ( 247,875 ) 517,235 Assets held for sale - 74,600 74,600 Income Tax Receivable - 2,640,127 2,640,127 Prepaid expenses and other current assets 1,899,520 ( 112,008 ) 1,787,512 Property and equipment 21,268,990 ( 2,457,302 ) 18,811,688 Operating right-of-use asset 305,163 - 305,163 Net investment in leases 23,813 - 23,813 Deposits 1,045,911 ( 55,223 ) 990,688 Other long-term assets 480,170 - 480,170 Intangible assets 36,900,000 - 36,900,000 Accounts payable ( 2,379,536 ) - ( 2,379,536 ) Accrued liabilities ( 6,482,594 ) ( 205,589 ) ( 6,688,183 ) Income tax payable ( 508,891 ) 508,891 - Finance lease liabilities ( 151,298 ) - ( 151,298 ) Operating lease liabilities ( 305,163 ) - ( 305,163 ) Long-term debt ( 5,920,400 ) - ( 5,920,400 ) Deferred tax liability ( 7,320,667 ) ( 2,617,343 ) ( 9,938,010 ) Fair value of net assets acquired $ 54,080,535 $ ( 2,579,724 ) $ 51,500,811 Goodwill $ 54,680,576 $ 2,579,724 $ 57,260,300 F- 19 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Sierra Acquisition Date Amounts Recognized Adjustments Acquisition Date Amounts Recognized, As Adjusted Purchase consideration Cash consideration paid $ 18,763,279 $ (1,320,883 ) 1 $ 17,442,396 Stock consideration issued 13,359,045 589,995 13,949,040 Total purchase price $ 32,122,324 $ ( 730,888 ) $ 31,391,436 Allocation of purchase price Cash and cash equivalents 2,963,120 - 2,963,120 Accounts receivable 5,270,200 - 5,270,200 Assets held for sale 533,587 - 533,587 Prepaid expenses and other current assets 451,624 - 451,624 Property and equipment 26,642,670 ( 4,024,458 ) 22,618,212 Operating right-of-use asset 805,316 - 805,316 Other long-term assets 829,489 - 829,489 Intangible assets 19,200,000 - 19,200,000 Accounts payable ( 2,347,239 ) - ( 2,347,239 ) Accrued liabilities ( 5,279,472 ) ( 264,085 ) ( 5,543,557 ) Income Tax Payable ( 78,700 ) - ( 78,700 ) Owner operator deposits ( 1,245,163 ) - ( 1,245,163 ) Lease deposits ( 349,126 ) - ( 349,126 ) Equipment obligations ( 15,113,309 ) - ( 15,113,309 ) Operating lease liabilities ( 805,316 ) - ( 805,316 ) Deferred tax liability ( 8,543,273 ) 1,675,797 ( 6,867,476 ) Fair value of net assets acquired $ 22,934,408 $ ( 2,612,746 ) $ 20,321,662 Goodwill $ 9,187,916 $ 1,881,858 $ 11,069,774 1 In November 2024, the Company used escrow funds to partially pay for litigation settlement. Further discussion on the settlement can be found in Note 18, Commitments and Contingencies. F- 20 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Tribeca Acquisition Date Amounts Recognized Adjustments Acquisition Date Amounts Recognized, As Adjusted Purchase consideration Cash consideration paid $ 10,685,499 $ - $ 10,685,499 Stock consideration issued 9,000,055 - 9,000,055 Total purchase price $ 19,685,554 $ - $ 19,685,554 Allocation of purchase price Cash and cash equivalents 1,721,106 ( 59,496 ) 1,661,610 Accounts receivable 5,538,205 59,496 5,597,701 Prepaid expenses and other current assets 1,788,257 - 1,788,257 Property and equipment 15,770,351 ( 2,605,233 ) 13,165,118 Operating right-of-use asset 8,173,047 ( 30,247 ) 8,142,800 Deposits 540,422 ( 285,000 ) 255,422 Intangible assets 3,500,000 - 3,500,000 Accounts payable ( 1,988,465 ) ( 949,595 ) ( 2,938,060 ) Accrued liabilities ( 59,506 ) ( 232,112 ) ( 291,618 ) Operating lease liabilities ( 8,173,047 ) 30,247 ( 8,142,800 ) Long-term debt ( 11,101,904 ) 666,062 ( 10,435,842 ) Deferred tax liability ( 2,110,144 ) ( 937,329 ) ( 3,047,473 ) Fair value of net assets acquired $ 13,598,322 $ ( 4,343,207 ) $ 9,255,115 Goodwill $ 6,087,232 $ 4,343,207 $ 10,430,439 Total Acquisition Date Amounts Recognized Delta Deluxe Proficient Transport Sierra Tribeca Total Purchase consideration Cash consideration paid $ 31,580,792 $ 40,233,554 $ 82,185,183 $ 18,763,279 $ 10,685,499 $ 183,448,307 Stock consideration issued 32,888,947 20,907,990 26,575,928 13,359,045 9,000,055 102,731,965 Contingent consideration – earn-out - 3,095,114 - - - 3,095,114 Total purchase price $ 64,469,739 $ 64,236,658 $ 108,761,111 $ 32,122,324 $ 19,685,554 $ 289,275,386 Allocation of purchase price Fair value of net assets acquired $ 41,648,239 $ 29,585,760 $ 54,080,535 $ 22,934,408 $ 13,598,322 $ 161,847,264 Goodwill $ 22,821,500 $ 34,650,898 $ 54,680,576 $ 9,187,916 $ 6,087,232 $ 127,428,122 F- 21 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Total Acquisition Date Amounts Recognized, As Adjusted Delta Deluxe Proficient Transport Sierra Tribeca Total Purchase consideration Cash consideration paid $ 31,580,792 $ 36,634,181 $ 82,185,183 $ 17,442,396 $ 10,685,499 $ 178,528,051 Stock consideration issued 32,888,947 20,907,990 26,575,928 13,949,040 9,000,055 103,321,960 Contingent consideration – earn-out - 3,095,114 - - - 3,095,114 Total purchase price $ 64,469,739 $ 60,637,285 $ 108,761,111 $ 31,391,436 $ 19,685,554 $ 284,945,125 Allocation of purchase price Fair value of net assets acquired $ 36,911,739 $ 26,852,598 $ 51,500,811 $ 20,321,662 $ 9,255,115 $ 144,841,925 Goodwill $ 27,558,000 $ 33,784,687 $ 57,260,300 $ 11,069,774 $ 10,430,439 $ 140,103,200 The Company recognized intangible assets as follows, none of which are expected to have a residual value at the end of their estimated useful lives: Useful Life Delta Deluxe Proficient Transport Sierra Tribeca Total Customer relationships 15 years $ 34,200,000 $ 16,700,000 $ 32,600,000 $ 16,800,000 $ 2,200,000 $ 102,500,000 Trade names 10 years 1,800,000 2,600,000 4,300,000 2,400,000 1,300,000 12,400,000 Total $ 36,000,000 $ 19,300,000 $ 36,900,000 $ 19,200,000 $ 3,500,000 $ 114,900,000 The Combinations resulted in $ 140,103,200 of goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of the types of acquisitions the Company engaged in 2024, asset, stock acquisitions, and stock acquisitions with the 338(h)(10) election made, the Company expects approximately $ 120.4 million of the total goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. At December 31, 2024, the values are substantially complete with the exception of identifiable other intangible assets, property, income taxes and goodwill which remain open pending final review and valuations. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. The Company recorded remeasurement adjustments of the Founding Companies as indicated in the respective entity table columns above. F- 22 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Earn-out liability As part of the Company’s acquisition of Deluxe, the purchase price consideration included an earn-out provision which provided that the Company would make earn-out payments, fifty percent ( 50 %) in cash and fifty percent ( 50 %) in shares of common stock, to Deluxe under certain terms and conditions related to Deluxe Auto’s EBITDA for the period commencing on January 1, 2024 and ending December 31, 2024. The earn-out liability associated with the Deluxe Business Combination was remeasured in the period ending September 30, 2024 based upon the best and most available information that exists as of the balance sheet date concluding the probability of the payment was remote and therefore the Company recorded a gain of $ 3,095,114 in the consolidated statements of operations. The earn-out liability expired December 31, 2024 with the Company owing no amounts under the agreement. Auto Transport Group Acquisition On August 8, 2024, PAL Stock Acquiror, Inc. and PAL Merger Sub, LLC, subsidiaries of the Company, executed an Agreement and Plan of Merger (the “Merger Agreement”) with Auto Transport Group, LC, (“ATG”) pursuant to which the Company acquired all of the outstanding equity of ATG to expand the Company’s geographic presence and services offered. ATG provides vehicle transportation and shipping services in the Mountain Western region. The transaction closed on August 15, 2024. The acquisition was accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations . Proficient Auto Logistics, Inc was the accounting acquirer, and the Company elected to apply pushdown accounting. The table below presents the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of ATG based on the respective fair values as of August 15, 2024 as well as the measurement period adjustments recorded as of December 31, 2024: Acquisition Date Amounts Recognized Adjustments Acquisition Date Amounts Recognized, As Adjusted Purchase consideration Cash consideration paid $ 28,938,295 $ - $ 28,938,295 Stock consideration issued 20,542,136 - 20,542,136 Total purchase price 49,480,431 - 49,480,431 Allocation of purchase price Cash and cash equivalents 472,862 - 472,862 Accounts receivable 3,339,052 - 3,339,052 Prepaid expenses and other current assets 704,396 - 704,396 Property and equipment 11,724,000 - 11,724,000 Operating right-of-use asset 297,050 - 297,050 Net investment in leases 521,901 - 521,901 Deposits 16,355 - 16,355 Intangible assets 23,300,000 - 23,300,000 Accounts payable ( 1,134,536 ) - ( 1,134,536 ) Accrued liabilities ( 296,229 ) ( 4,352 ) ( 300,581 ) Operating lease liabilities ( 297,050 ) - ( 297,050 ) Long-term debt ( 4,700,710 ) - ( 4,700,710 ) Deferred Tax Liability ( 7,129,446 ) ( 1,926,791 ) ( 9,056,237 ) Fair value of net assets acquired $ 26,817,645 $ ( 1,931,143 ) $ 24,886,502 Goodwill $ 22,662,786 $ 1,931,143 $ 24,593,929 F- 23 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES The Company recognized intangible assets as follows: Useful Life Auto Transport Group Customer relationships 15 years $ 22,200,000 Trade names 10 years 1,100,000 Total $ 23,300,000 The acquisition of ATG resulted in $ 24,593,929 goodwill, consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this asset acquisition the Company engaged in 2024, no portion of the total goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. At December 31, 2024, the values are substantially complete with the exception of identifiable other intangible assets, property, income taxes and goodwill which remain open pending final review and valuations. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. The Company recorded remeasurement adjustments of the ATG Goodwill, Deferred Tax Liability and Accrued Liabilities as indicated in the respective entity table columns above. Utah Truck & Trailer Acquisition On November 1, 2024, PAL Stock Acquiror, Inc. purchased Utah Truck & Trailer Repair, LLC, (“UTT”), a repair facility located at the ATG headquarters terminal in Ogden, Utah. The Company purchased UTT for $ 4,515,004 in an all-cash transaction to expand the Company’s ability to maintain its revenue generating fleet in the Western region of the country. In connection with this acquisition, the Company recognized $ 155,458 in net tangible assets and $ 4,359,546 in Goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of this asset acquisition the Company engaged in 2024, the Company expects all of the goodwill reported will be tax deductible. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Unaudited Proforma and Revenue and Earnings of Acquirees from Acquisition Date through December 31, 2024 The amounts shown below reflect the unaudited proforma summary combined financial results of the five Founding Companies, ATG, and UTT for the full twelve-month periods presented without any pro forma adjustments that would give effect to the completion of the IPO or any related transaction expenses or adjustments recognized as a result of the IPO and concurrent Combinations. The results of Proficient (acquiror entity) are included in the year ended December 31, 2024; however, they reflect only those operating expenses incurred following the closing of the IPO and concurrent Combinations (May 13 – December 31, 2024). There are no comparative expenses of Proficient during the year ended December 31, 2023. Unaudited Proforma Year Ended December 31, 2024 2023 2022 Total operating revenue $ 388,761,808 $ 418,267,000 $ 406,602,017 Total operating income $ 10,943,431 $ 32,237,999 $ 29,242,841 Total Operating revenue and Operating income of acquirees of the five Founding Companies, ATG, and UTT incorporated within the consolidated financial results of Proficient (acquiror entity) since their acquisition dates comprise the following: Successor December 31, 2024 Total Operating Revenue $ 240,854,527 Total Operating Income $ 8,086,898 F- 24 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 4 — Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: Successor Predecessor December 31, 2024 December 31, 2023 Prepaid Insurance $ 7,878,950 $ 1,795,218 Other Current Assets 2,181,219 973,787 $ 10,060,169 $ 2,769,005 Note 5 — Goodwill The changes in the carrying amount of goodwill and allocation to reportable segment are as follows: Company Drivers Brokered Consolidated Balance – December 31, 2023 $ - $ - $ - Additions 87,434,455 81,622,220 169,056,675 Balance – December 31, 2024 $ 87,434,455 $ 81,622,220 $ 169,056,675 Note 6 — Intangible assets, net December 31, 2024 Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 124,700,000 $ ( 4,882,778 ) $ 119,817,222 Trade names 13,500,000 ( 826,582 ) 12,673,418 Total $ 138,200,000 $ ( 5,709,360 ) $ 132,490,640 There were no intangible assets, accumulated amortization or amortization expense prior to the Founding Companies acquisitions in May 2024 as discussed in Note 3 above. In the year ended December 31, 2024, amortization expense was $ 4,882,778 for Customer relationships and $ 826,582 for Trade names. Amortization expense related to finite lived intangible assets is included in intangible amortization expenses in the consolidated statement of operations. As of December 31, 2024, the expected amortization expense associated with the Company’s identifiable intangible assets with estimable useful lives over the next five years was as follows: 2025 $ 9,663,333 2026 9,663,333 2027 9,663,333 2028 9,663,333 2029 9,663,333 Thereafter 84,173,975 Total $ 132,490,640 As of December 31, 2024, the weighted average amortization period for all intangible assets was 13.9 years, with 14.3 years for Customer relationships and 9.3 years for Trade names. F- 25 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 7 — Property and equipment Property and equipment, net of accumulated depreciation, consists of the following Successor Predecessor December 31, 2024 December 31, 2023 Land $ 2,220,000 $ 417,909 Buildings and improvements 1,667,565 1,258,919 Furniture and equipment 403,920 180,363 Machinery and equipment 1,171,785 301,960 Software and computer equipment 844,410 788,664 Transportation equipment 131,870,528 31,262,068 138,178,208 34,209,883 Less accumulated amortization and depreciation ( 15,541,572 ) ( 16,211,133 ) Property and equipment, net $ 122,636,636 $ 17,998,750 The Company recorded a gain on the disposal of equipment of $ 149,683 , $ 235,081 , $ 173,859 , and $ 47,847 in the consolidated statements of operations for the year ended December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the year ended December 31, 2023 (Predecessor), and for the year ended December 31, 2022 (Predecessor), respectively. Note 8 — Accrued liabilities Accrued liabilities consist of the following: Successor Predecessor December 31, December 31, 2024 2023 Claims, insurance and litigation reserves $ 5,721,891 $ 2,209,173 Accrued purchased transportation 3,149,849 2,111,527 Deferred leased to purchase payments 4,578,301 348,134 Salaries, wages and benefits 2,888,204 700,349 Owner Operator Deposits 2,315,214 - Customer Deposits - 444,421 Other accrued expenses 3,173,060 1,989,755 Accrued liabilities $ 21,826,519 $ 7,803,359 Accrued purchased transportation represents obligations to external carriers, including subhauler expenses, outside carrier and driver expenses, and in-transit purchased transport. Owner-operator deposits consist of truck escrow payments and damage repair fund. Other accrued expenses primarily include costs incurred but not yet invoiced, and estimates for property, sales and other taxes. F- 26 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 9 — Income taxes Deferred income tax assets and liabilities consist of the following as of December 31: Successor Predecessor December 31, December 31, 2024 2023 Deferred tax assets: Accrued Liabilities $ 450,984 $ 356,298 Accounts Receivable and other Reserves 653,752 145,995 Operating Lease Liabilities 2,743,518 — NOL and other tax attributes 7,160,150 — Deductible Goodwill 9,256,955 — Stock Compensation 912,337 — Other Deferred Assets 1,086,422 — Total deferred tax asset $ 22,264,118 $ 502,293 Deferred tax liabilities: Prepaid Expenses $ ( 2,381,137 ) $ ( 41,143 ) Property and equipment, net ( 28,734,778 ) ( 2,744,983 ) Intangibles, net ( 33,720,352 ) — Other deferred liabilities ( 65,930 ) — Total deferred tax liability $ ( 64,902,197 ) $ ( 2,786,126 ) Net deferred tax liability $ ( 42,638,079 ) $ ( 2,283,833 ) The Company has a Federal Net Operating Loss (NOL) of $ 11.2 million at December 31, 2024 and acquired Federal NOL of $ 14.2 million from the Predecessor. The net operating losses relate to years after 2017 and are not subject to expiration. The acquired NOL is subject to limitation on use under IRC 382. However, based on the calculations, the cumulative limitation applicable for 2025 and forward would allow for unrestricted use as needed in future periods. There are accompanying State jurisdiction NOLs that vary in amount and carryforward period from the Federal NOL discussion above. There are also State level applications of IRC 382 in certain jurisdictions. In general, there is approximately $ 11.1 M of gross State NOLs from the current period and $ 10.6 M of acquired NOLs from Predecessor that are subject to expiration between 15- and 20-year periods depending upon the State jurisdiction. Additionally, many states have legislated an annual limitation on use in addition to any IRC 382 considerations. Income tax expense consists of the following: Successor Predecessor Twelve months ended December 31, 2024 Period from January 1, 2024 to May 12, 2024 Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Current income taxes: Federal $ — $ ( 2,741,786 ) $ 1,136,505 $ 1,315,090 State 137,178 88,653 249,571 165,562 Total current income taxes 137,178 ( 2,653,133 ) 1,386,076 1,480,652 Deferred income taxes: Federal ( 785,648 ) ( 2,891,551 ) 769,530 1,592,900 State ( 596,914 ) ( 805,958 ) 88,011 57,412 Total deferred income taxes (benefit) ( 1,382,562 ) ( 3,697,509 ) 857,541 1,650,312 Total income tax expense $ ( 1,245,384 ) $ ( 6,350,642 ) $ 2,243,617 $ 3,130,964 F- 27 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows: Successor Predecessor Twelve months ended December 31, 2024 Period from January 1, 2024 to May 12, 2024 Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Federal (benefit) tax at statutory rate ( 21 %) $ ( 2,041,337 ) $ ( 4,564,417 ) $ 1,973,955 $ 2,841,317 State taxes, net of federal benefit ( 476,051 ) ( 574,715 ) 284,762 219,563 Change in effective income tax rate 39,033 Permanent differences to return 1 1,272,004 149,456 18,432 30,660 Other Discrete — ( 1,360,966 ) ( 33,532 ) 391 Total income tax (benefit) expense $ ( 1,245,384 ) $ ( 6,350,642 ) $ 2,243,617 $ 3,130,964 (1) For the period twelve months ending December 31, 2024, stock-based compensation deduction limitation accounts for $ 1.2 million of the permanent item above. The Founding Companies’ tax years 2019 and forward remain subject to examination by federal and state jurisdictions. The Founding Companies are not currently under an IRS examination as of the date these financials were available to be issued. The Company has no uncertain tax positions. Note 10 — Line of credit At December 31, 2023, Proficient Transport had an outstanding balance on the revolving line of credit of $ 3,450,129 . The revolving line of credit for Proficient Transport was with a financial institution which provided for borrowings up to $ 18,000,000 subject to a borrowing base calculation of Qualified Accounts Receivable plus Qualified Rolling Stock (trucks, tractors, and trailers that transport goods in interstate commerce purchased on the line). Interest was payable monthly at the Prime Rate plus 0.75 % per annum, but no less than 4 % per annum ( 9.25 % as of December 31, 2023). Borrowings against the line of credit was secured by all assets of Proficient Transport. The line of credit required Proficient Transport to comply with certain restrictive covenants, including but not limited to a debt service coverage ratio, tangible net worth plus subordinated debt, and liabilities to tangible net worth plus subordinated debt ratio. Proficient Transport was in compliance with all covenants as December 31, 2023. On July 9, 2024, Proficient Transport terminated its revolving line of credit. In June 2024, Proficient Transport entered into a revolving line of credit agreement with a financial institution which provides for borrowing up to $ 12,000,000 subject to a borrowing base calculation of Qualified Accounts Receivable. Interest is payable monthly at the Prime Rate but no less than 3 % annum. Borrowings against the line of credit are secured by all of Proficient Transport’s assets and matures in June 2026, when all accrued interest and unpaid principal is due. This line of credit was repaid and terminated on November 8, 2024. At the time of termination, the revolving line of credit had an outstanding balance of $ 9,514,907 including interest. In May 2024, Deluxe entered into a line of credit agreement with a bank. Under this agreement, Deluxe, or any of its subsidiaries or affiliates, may request the issuance of letters of credit by the bank or any bank affiliate, subject to the bank’s approval and the terms of the agreement. The agreement established a credit facility (the “Facility”) with a maximum borrowing base of $ 6,000,000 . In May 2024, the agreement was amended and extended to August 2024. The line of credit was paid off and terminated on August 8, 2024. On November 8, 2024, Proficient entered into a credit facility with a commercial bank that includes up to $ 25 million in term debt and up to another $ 20 million in a revolving line of credit with a maturity date of November 8, 2029 . The term debt portion bears interest at the Secured Overnight Financing Rate (“SOFR”), plus 2.50 %, with interest only payments for the first six months and the balance at the end of six months with principal amortizing over the ensuing five years with 60 monthly payments. Drawn balances from the revolving line of credit bear interest at SOFR, plus 2.20 %, with all principal and interest to be repaid at the end of five years. The amount available to be drawn from the line of credit at any point in time is based on a percentage of consolidated accounts receivable and inventory reported by Proficient and its subsidiaries subject to certain conditions, including limitations on the ageing of invoices over 90 days, and maximum customer concentration. The amount available to be drawn under the line of credit was $ 13 million on December 31, 2024. At December 31, 2024, there was $ 7,000,000 outstanding on the revolving line of credit. The term debt includes financial covenants that include maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA), both measured quarterly starting from March 2025. Collateral for the facility includes Accounts Receivable balances owed to the Company, and truck maintenance inventory. 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. Balances outstanding on the term debt are included in the Long-term debt, less current portion caption on the consolidated balance sheets. F- 28 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 11 — Long-term debt Long-term debt consists of the following: Predecessor December 31, 2023 Equipment notes payable to financial institutions, requiring monthly principal and interest payments totaling $ 43,359 . The notes bear interest ranging from 4.99 % to 9.32 %, mature between November 2024 November 2026 and are secured by the Company’s transportation equipment. $ 991,676 Note payable to a financial institution requiring monthly principal and interest payment of $ 6,751 and a balloon payment at maturity, bears interest at 6 %, maturing December 2025 . The note is secured by a mortgage on real property. 693,836 Equipment notes payable to a financial institution, requiring monthly principal and interest payments totaling $ 128,733 . One note payable was used to refinance existing capital lease obligations in 2022. The notes bear interest ranging from 3.95 % to 6.80 %, mature between June 2024 and December 2028 , and are secured by transportation equipment. 4,966,298 6,651,810 Less: unamortized debt issuance costs ( 16,633 ) Less: current maturities ( 1,599,699 ) Total long-term debt $ 5,035,478 Successor December 31, 2024 Equipment and vehicle notes payable to financial institutions, requiring monthly principal and interest payments totaling $ 1,909,332 . The notes bear interest ranging from 1.9 % to 13.0 %, mature between January 2025 to December 2030 and are secured by the Company’s transportation equipment and vehicles. $ 59,740,532 Term Loan payable to Pinnacle Bank, requiring principal payments of $ 266,667 per month commencing June 2025. The notes bear interest at SOFR (Currently 4.49 %) + 2.5 % margin per month and mature April 2031 . 1 16,000,000 75,740,532 Less: unamortized debt issuance costs ( 350,718 ) Less: current maturities ( 19,052,903 ) Total long-term debt $ 56,336,911 (1) The Term Loan and Line of Credit includes financial covenants that include maximum leverage (debt / adjusted EBITDA) and debt service coverage ratio (total principal and interest / adjusted EBITDA), both measured quarterly starting from March 2025. F- 29 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Future maturities of long-term debt are as follows: For the years ending December 31: 2025 $ 19,122,009 2026 15,960,020 2027 14,367,985 2028 12,362,183 2029 and 10,066,705 Thereafter 3,861,630 Total $ 75,740,532 The Company capitalized debt issuance costs of $ 386,825 during the period ended December 31, 2024 (Successor) and none in the period December 31, 2023 (Predecessor), respectively. Amortization expense related to the debt issuance costs totaled $ 92,559 , $ 4,795 , $ 13,115 , and $ 38,392 for period ended December 31, 2024 (Successor), for the for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period ended December 31, 2023 (Predecessor), and for the period ended December 31, 2022 (Predecessor), respectively, and was recorded within interest expense on the consolidated statements of operations. As of December 31, 2024 and 2023, the assets that are pledged as collateral related to our debt obligations are $ 69,620,421 and $ 7,467,232 , respectively and were recorded within property and equipment, net on the consolidated balance sheet. Note 12 — Leases Lessee — The Company leases real estate and transportation-related equipment under operating and finance leases. The real estate operating leases, which generally have fixed payments with expiration dates ranging from one to three years and primarily include office buildings and trailers. The operating leases and finance leases for equipment generally have fixed payments with expiration dates ranging from four to six years and include transportation equipment, such as trucks and trailers. The Company’s leases can include an option to extend the lease, or to terminate the lease early, which may include a termination penalty. The Company includes these options to extend or terminate the lease in the lease term when the Company is reasonably certain to exercise these options. The Company has leases with related parties – see discussion at Note 17 Related party transactions. The Company has certain leases which have initial terms of twelve months or less (“short-term leases”). The Company elected to exclude these leases from recognition, and these leases have not been included in the Company’s recognized ROU assets and operating lease liabilities. The Company records rent expense related to the short-term leases within general, selling, and other operating expense on the consolidated statements of operations. The following table presents certain information related to lease costs for finance and operating leases as of: Successor Predecessor December 31, 2024 Period from January 1, 2024 to May 12, 2024 December 31, 2023 December 31, 2022 Operating lease cost $ 1,506,424 $ 27,951 $ 28,918 $ 177,742 Finance lease costs: Amortization of finance lease assets 20,671 160,032 483,731 483,731 Interest on lease liabilities 3,362 132,062 201,072 323,420 Short-term lease costs 577,265 99,533 145,923 177,066 Total lease costs $ 2,107,722 $ 419,578 $ 859,644 $ 1,161,959 F- 30 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES As of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for operating leases was 6.88 % and 0.86 %, respectively. The weighted-average remaining lease term as of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), was 7.2 years and less than a year respectively. As of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for finance leases was 12.08 % and 9.26 %, respectively and the weighted-average remaining lease term was 1.05 years and 1.07 years, respectively. As of December 31, 2024, future maturities of the lease liabilities were as follows: Operating leases Finance leases For the year ending December 31: 2025 $ 2,517,743 $ 96,134 2026 1,885,483 8,011 2027 1,515,781 - 2028 1,569,744 - 2029 1,501,591 - Thereafter 5,285,602 - Total undiscounted cash flows 14,275,944 104,145 Less: present value factor ( 3,191,740 ) ( 6,618 ) Total lease liabilities 11,084,204 97,527 Less: current portion – ( 1,825,970 ) ( 89,184 ) Total long-term lease liabilities $ 9,258,234 $ 8,343 As of December 31, 2024 and 2023, the right-of-use assets net book value related to the Company’s finance lease obligations totaled $ 201,501 and $ 3,535,854 , respectively, and were recorded within property and equipment, net on the consolidated balance sheet. Lessor — The Company finances various types of transportation-related equipment to independent third parties under lease contracts which are generally for a term of one to eight years and contain an option for the lessee to return or purchase the equipment at a bargain purchase price. The Company classifies these leases as a sales-type lease. The Company assesses a third party’s ability to pay based on the financial capacity and intention to pay, considering all relevant facts and circumstances, including past experiences with that third party or similar third parties. For those leases classified as sales-type leases where collectability is not probable at lease commencement, the Company does not derecognize the underlying asset, and the payments received for these leases are recorded as deposit liabilities. Deposit liabilities of $ 4,578,301 and $ 348,134 were reported in accrued liabilities on the consolidated balance sheet as of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), respectively. The determination of collectability is an ongoing assessment, at the time that collectability is determined probable, including in instances where a lease is terminated where collectability is determined probable, the liability and assets will be derecognized with a corresponding earnings recognition. F- 31 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Lease receivables are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased assets and any initial direct costs incurred to originate these leases, less unearned income, which is accreted to interest income over the lease term using the interest method. Lease receivables of $ 441,177 and $ 35,055 are reported as net investment in leases on the consolidated balance sheet as of December 31, 2024 (Successor) and December 31, 2023 (Predecessor), respectively. For the period ended December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period ended December 31, 2023 (Predecessor), and for the period December 31, 2022 (Predecessor), the Company recorded sales-type lease revenue of $ 887,357 , $ 196,814 , $ 25,000 , and $ 60,094 , respectively, within operating revenue on the consolidated statement of operations. For the period ended December 31, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period December 31, 2023 (Predecessor), and for the period December 31, 2022 (Predecessor), the Company recorded interest income of $ 24,466 , $ 0 , $ 2,488 , and $ 3,488 , respectively, within interest expense, net on the consolidated statements of operations. As of December 31, 2024, future minimum lease payments expected to be collected were as follows: For the year ending December 31: 2025 $ 303,771 2026 157,755 2027 29,880 Total undiscounted cash payments 491,406 Less: present value factor ( 49,629 ) Total net investment in lease 441,777 Less: current portion 266,447 Total net investment in lease, less current portion $ 175,330 F- 32 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 13 — Stockholders’ Equity (Deficit) and Preferred Stock Series A preferred stock (Predecessor) Proficient Transport was authorized to issue 10,000,000 shares of Series A preferred stock, with a par value of $ 0.01 per share. The holders of Series A preferred stock were entitled to vote as common shareholders and had certain liquidation preferences to every other class or series of stock. The Series A preferred stock was redeemable at the option of the Series A preferred stockholders at the greater of the fair market value of the Series A preferred stock at the date of redemption or a value determined using a discounted cash flow model, as defined. The Series A preferred stock was converted to shares of common stock of the Company in connection with the IPO and business combinations (Note 3) on May 13, 2024. The Series A preferred stock earned a cumulative preferred return equal to 8 % per annum on the sum of $ 1.00 per share invested plus accrued and unpaid Series A returns. The Series A returns accrue on a quarterly basis and will be fully cumulative, whether or not declared by Proficient Transport’s Board of Directors. Since the holder of the Series A preferred stock has the option to redeem their shares at any time, the Series A preferred stock is considered contingently redeemable, and accordingly, is classified as mezzanine equity on the consolidated balance sheet as of December 31, 2023. The Series A preferred stock is recorded at its redemption value of $ 8,880,672 as of December 31, 2023. The accumulated but undistributed preferred returns were $ 0 and $ 5,813,749 as of December 31, 2024 and 2023, respectively. Activity related to the Series A preferred stock is as follows: Balance as of December 31, 2021 $ 11,948,178 Accrued and unpaid dividend 984,914 Balance as of December 31, 2022 $ 12,933,092 Accrued and unpaid dividend 947,580 Dividend Paid ( 5,000,000 ) Balance as of December 31, 2023 $ 8,880,672 Accrued and unpaid dividend 177,752 Balance as of March 31, 2024 9,058,424 Accrued and unpaid dividend 82,774 Balance as of May 12, 2024 $ 9,141,198 Stockholders’ Equity (Successor) The Company is authorized to issue 50,000,000 shares of common stock, which has a par value of $ 0.01 per share. In May 2024, the Company completed its IPO of its common stock and issued 14,333,333 shares of its common stock at a price of $ 15.00 per share for total gross proceeds of $ 215,000,000 and net proceeds of $ 192,273,599 after underwriting fees and transaction costs. The Company issued 6,888,128 shares of its common stock to the Founding Companies in connection with the Combinations and 1,069,346 , common shares to the ATG Sellers. Please see Note 3 for additional information. In May 2024, the Company issued 404,177 shares of common stock for vested RSU’s. In connection with its IPO, the Company granted the underwriters of its IPO a customary 30-day over-allotment option to buy up to an additional 2,149,999 shares of common stock from the Company at the IPO price, less underwriting discounts and commissions. In June 2024, the Company issued 1,435,000 shares of its common stock pursuant to the partial exercise of the over-allotment option. The shares were sold at the initial public offering price of $ 15.00 per share for total gross proceeds of $ 21,500,000 and net proceeds of $ 20,018,250 after underwriting fees and transaction costs. All of the shares of common stock were sold by the Company. F- 33 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 14 — Stock-based compensation In May 2024, the Company adopted its 2024 Long-Term Incentive Plan (“the 2024 Plan”). The 2024 Plan provides for the grant of incentive stock options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees and directors, including employees of our affiliates. After taking into account restricted stock units granted in connection with the IPO in concurrent business combinations (Note 3), the maximum number of shares of our common stock that may be issued under our 2024 Plan is 3,260,000 shares. The awards under the 2024 Plan vest over periods ranging between one (1) and five (5) years after the grant date. The Company uses straight line vesting to record compensation expense. All awards granted are settled in common stock. If an employee terminates employment with the Company prior to awards vesting, the unvested awards are forfeited, and the historical compensation expense is reversed in the period of termination. Shares subject to stock awards granted under the 2024 Plan that expire or terminate do not reduce the number of shares available for issuance under the 2024 Plan. Additionally, shares become available for future grants under the 2024 Plan if they were stock awards issued under the 2024 Plan, and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award. At December 31, 2024, there were 1,043,656 remaining shares available to be issued under the 2024 Plan. F- 34 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Restricted Stock Units (Successor) Total compensation expense related to these restricted stock awards was $ 8.8 million for the year ended December 31, 2024, respectively. As of December 31, 2024, there was a total of $ 16,221,092 of unrecognized compensation expense related to these restricted stock awards, which is expected to be recognized over the next four years . The fair value of restricted stock awards are valued at the closing price of the Company’s common stock on the date of grant. A summary of all restricted stock/units outstanding as of December 31, 2024 and activity during the year ended December 31, 2024 is presented below: Number of Shares Weighted Average Grant Date Fair Value Total Grant Date Fair Value Weighted Average Remaining Contractual Life (years) Outstanding, December 31, 2023 - $ - Granted 1,827,969 $ 15.04 27,493,913 Vested ( 404,177 ) $ 15.00 ( 6,062,655 ) Canceled/Forfeited ( 159,333 ) $ 15.00 ( 2,389,995 ) Outstanding, December 31, 2024 1,264,459 $ 15.06 $ 19,041,263 3.72 Phantom Stock Plan (Predecessor) — In June 2018, Proficient Transport granted a phantom stock award of 565,463 units (the “Units”), of which 188,488 Units vested immediately, to a member of the Board of Directors of Proficient Transport. The remaining 376,975 Units vested in connection with the business combination (Note 3) on May 13, 2024. Note 15 — Segment reporting The Company’s business is organized into two operating segments, 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 devotes the use of equipment to specific customers and provides transportation services through long-term contracts. The Company’s Brokered segment offers transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to third-party carriers. F- 35 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES The following table summarizes information about our reportable segments: Successor Year ended December 31, 2024 Company Drivers Brokered Total Revenue Revenue, before fuel surcharge $ 80,364,399 $ 141,690,607 $ 222,055,006 Fuel surcharge and other reimbursements 5,907,191 10,395,695 16,302,886 Other Revenue 995,507 513,711 1,509,218 Lease Revenue - 987,417 987,417 Segment Revenue $ 87,267,097 $ 153,587,430 $ 240,854,527 Total consolidated $ 240,854,527 Less: Salaries, wages and benefits 30,842,256 11,903,783 42,746,039 Fuel and fuel taxes 16,128,862 - 16,128,862 Purchased transportation - 119,908,760 119,908,760 Truck expenses 12,952,229 - 12,952,229 Depreciation 11,282,400 4,411,237 15,693,637 Other segment items(1) 10,582,496 9,046,245 19,628,741 Segment Operating profit/(loss) $ 5,478,854 $ 8,317,405 $ 13,796,259 Reconciliation of segment operating profit to income before income taxes: Other profit/(loss)(2) $ ( 21,688,800 ) Interest Expense ( 4,007,661 ) Acquisition Costs ( 1,226,915 ) Earn Out Contingency Gain / Loss 3,095,114 Other Income, net 311,351 Income Before Income Taxes $ ( 9,720,652 ) Other Segment Disclosures: Depreciation and amortization(3) $ 11,282,400 $ 4,411,237 $ 15,693,637 Intangible amortization(2) 5,714,748 Consolidated Depreciation and Amortization $ 21,408,385 (1) Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims. (2) Other profit/(loss) relates to items not included within the Company’s measure of Segment Operating profit / (loss), these include corporate and unallocated expenses which were not included within the measures of segment profitability regularly reviewed by the CODM. These include $ 2,894,687 in Salaries, wages and benefits, $ 8,883,142 in Stock Based Compensation, $ 5,388 in Depreciation and amortization, $ 5,709,360 in Intangible Amortization, $ 757,028 in Insurance Premiums and Claims, and $ 3,439,195 in General Selling, and other Operating expenses. (3) The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions. F- 36 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Predecessor For the period from January 1 to May 12, 2024 Company Drivers Brokered Total Revenue Revenue, before fuel surcharge $ 6,749,129 $ 32,198,658 $ 38,947,787 Fuel surcharge and other reimbursements 819,998 1,253,089 2,073,087 Other Revenue - - - Lease Revenue - 196,814 196,814 Segment Revenue $ 7,569,127 $ 33,648,561 $ 41,217,688 Total consolidated $ 41,217,688 Less: Salaries, wages and benefits 5,328,667 22,155,104 27,483,771 Fuel and fuel taxes 1,119,549 - 1,119,549 Purchased transportation - 25,995,763 25,995,763 Truck expenses 1,886,793 - 1,886,793 Depreciation & Amortization 872,783 62,205 934,988 Other segment items (1) 986,536 3,830,253 4,816,789 Segment Operating profit/(loss) $ ( 2,625,201 ) $ ( 18,394,764 ) $ ( 21,019,965 ) Reconciliation of segment operating profit to income before income taxes: Interest Expense ( 717,431 ) Other Income, net 2,078 Income Before Income Taxes $ ( 21,735,318 ) Other Segment Disclosures: Depreciation and amortization (3) $ 872,783 $ 62,205 $ 934,988 Consolidated Depreciation and Amortization $ 934,988 (1) Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims. (2) The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions. F- 37 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Predecessor Year ended December 31, 2023 Company Drivers Brokered Total Revenue Revenue, before fuel surcharge $ 38,475,802 $ 87,961,558 $ 126,437,360 Fuel surcharge and other reimbursements 4,927,753 4,390,880 9,318,633 Other Revenue - - - Lease Revenue - - Segment Revenue $ 43,403,555 $ 92,352,438 $ 135,755,993 Total consolidated $ 135,755,993 Less: Salaries, wages and benefits 14,410,374 6,025,092 20,435,466 Fuel and fuel taxes 4,461,319 - 4,461,319 Purchased transportation 11,326,888 72,516,409 83,843,297 Truck expenses 7,038,979 ( 316 ) 7,038,663 Depreciation 2,347,084 176,887 2,523,971 Other segment items (1) 3,529,522 3,570,301 7,099,823 Segment Operating profit/(loss) $ 289,389 $ 10,064,065 $ 10,353,454 Reconciliation of segment operating profit to income before income taxes: Interest Expense ( 953,667 ) Income Before Income Taxes $ 9,399,787 Other Segment Disclosures: Depreciation and amortization (3) $ 2,347,084 $ 176,887 $ 2,523,971 Consolidated Depreciation and Amortization $ 2,523,971 (1) Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims. (2) General, selling, and other operating expenses not attributable to operating segments. These amounts relate to corporate overhead and other activities not attributable to a reporting segment. (3) The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions. F- 38 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Predecessor Year ended December 31, 2022 Company Drivers Brokered Total Revenue Revenue, before fuel surcharge $ 33,268,483 $ 82,840,382 $ 116,108,865 Fuel surcharge and other reimbursements 6,297,435 7,753,774 14,051,209 Other Revenue - - - Lease Revenue - - Segment Revenue $ 39,565,918 $ 90,594,156 $ 130,160,074 Total consolidated $ 130,160,074 Less: Salaries, wages and benefits 15,915,240 6,978,081 22,893,321 Fuel and fuel taxes 7,213,180 - 7,213,180 Purchased transportation - 70,337,687 70,337,687 Truck expenses 7,057,649 6,328 7,063,977 Depreciation 2,230,791 58,235 2,289,026 Other segment items (1) 3,834,880 1,834,412 5,669,292 Segment Operating profit/(loss) $ 3,314,178 $ 11,379,413 $ 14,693,591 Reconciliation of segment operating profit to income before income taxes: Interest Expense ( 1,163,508 ) Income Before Income Taxes $ 13,530,083 Other Segment Disclosures: Depreciation and amortization (3) $ 2,230,791 $ 58,235 $ 2,289,026 Consolidated Depreciation and Amortization $ 2,289,026 (1) Other segment items for each reportable segment include General, selling, and other operating expenses, Gain on sale of equipment and Insurance premiums and claims. (2) General, selling, and other operating expenses not attributable to operating segments. These amounts relate to corporate overhead and other activities not attributable to a reporting segment. (3) The amounts of depreciation and amortization disclosed by reportable segment are included within the other segment items captions. F- 39 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Assets and other balance sheet information are not disclosed by reportable segment as the Company does not track assets by reportable segment and certain assets are not specific to any reportable segment. Significant segment expenses listed above include Salaries, wages and benefits, Fuel and fuel taxes, Purchased transportation, Truck Expenses, Depreciation and Intangible Amortization, and the CODM monitors these expenses as part of assessing the efficiency and performance of the Company Drivers and Brokered Segments. Note 16 — Loss per share Basic loss per share is based upon the weighted average common shares outstanding during each year. Diluted loss per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. During the period ended December 31, 2024, the Company had outstanding restricted shares of common stock to certain of our employees and directors, under the Company’s restricted stock award plans. The diluted shares include the dilutive effect of restricted stock units based on the treasury stock method. A reconciliation of the numerator (net loss) and denominator (weighted average number of shares outstanding of the basic loss per share) for the period ended December 31, 2024 and is as follows: December 31, 2024 Numerator: Net Loss $ ( 8,475,268 ) Denominator: Weighted-Average Number of Shares of Common Stock 17,937,853 Basic Loss per Share $ ( 0.47 ) The Company excluded 1,264,459 of unvested RSU’s from the computation of weighted-average number of shares of common stock in computing the diluted loss per share for the periods presented because including them would have had an anti-dilutive effect for the period ended December 31, 2024. F- 40 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Note 17 — Related Party Transactions The Company has entered into related party transactions with entities associated with, and under control of, the selling owners of Founding Companies and other businesses acquired by the Company (see Note 3). Management believes these transactions were conducted on terms equivalent to those prevailing in an arm’s-length transaction. See below for a description of transactions with related parties. Leases from Related Parties Certain officers, employees of the Company, and selling owners of Founding companies are lessors of real property to the company for Office space. Total Lease liability and rent paid at December 31, 2024 (Successor) was $ 10,813,041 and $ 1,461,661 , respectively. We had no related party leases for the Predecessor for the period January 1, 2024 to May 12, 2024, the period ending December 31, 2023, or the period ending December 31, 2022: The following table is a schedule of future payments at December 31, 2024: 2025 $ 2,441,006 2026 1,808,746 2027 1,439,044 2028 1,493,007 2029 and thereafter 6,787,192 Total undiscounted cash payments 13,968,995 Other Transactions with Related Parties At December 31, 2024, we had debt with a related party of $ 1,073,635 recorded on our consolidated balance sheet. The debt bears an interest rate of 6 % and matures in April 2028 . Our recurring monthly principal and interest payments are $ 29,681 . In agreement with our Deluxe purchase price agreement, we have agreed to pay the sellers the collateral insurance deposit of $ 2,241,923 associated with their cargo captive once returned from the insurance provider. This amount is expected to be received in 2026 and is long term liabilities on the consolidated balance sheet. Note 18 — Commitments and contingencies The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers compensation, auto collision and liability, and physical and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. It is at least reasonably possible that the effect on the financial statements of significant estimates involving contingencies will change within one year of the date of the financial statements due to one or more future confirming events. If such changes occur, they could be material to the financial statements. The Company has disclosed all significant estimates and assumptions that could potentially be affected by future confirming events. F- 41 PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES Independent Contractors Misclassification Class Action In May 2020, a Brokered employee filed claim against Sierra Mountain Group, Inc. and an officer of the Company in Sacramento County Superior Court in California. The putative class alleges that Sierra misclassified owner/operators as independent contractors, not as employees, in violation of the California Labor Code applicable to employees (meal and rest breaks, minimum wage, etc.). Sierra denies liability and filed a counterclaim against the Plaintiff for costs and attorneys’ fees. In August 2023, all parties reached an agreement on material settlement terms and signed a Memorandum of Understanding pursuant to which the defined class would be paid approximately $ 4,000,000 pending approval of a long-term settlement agreement currently in process. On October 16, 2024, the court signed and entered the final approval order for the class action for $ 3,947,725 , which the Company paid on November 20, 2024. An indemnity escrow established at the time of the Combinations included amounts to cover this liability. Former Employee Class Action In May 2024, a former employee filed claim against Deluxe Auto Carriers, Inc., in Riverside County Superior Court in California. The putative class alleges that Deluxe failed to pay for meal and rest periods for time worked, off the clock work, overtime, business expenses, itemized wage statements, among other things. The Company is still evaluating this contingency and has included its best estimate of potential liability within accrued liabilities on the consolidated balance sheet as of December 31, 2024. We believe we are entitled to indemnification from the sellers of Deluxe for the potential liability relating to this contingency. Delinquent Filings with Department of Labor Deluxe Auto Carriers, Inc. was delinquent in its filings with the Department of Labor (DOL) with respect to its Retirement Plan Information Returns for plan years 2019 through 2022. As of December 31, 2024, all delinquent filings had been made. These delinquencies could result in penalties and interest from the DOL and the Internal Revenue Service (IRS). We have not received any notices from the DOL or the IRS regarding the delinquent filings, therefore, the Company does not have a reasonable estimate for any additional potential penalties or interest. We believe we are entitled to indemnification from the sellers of Deluxe for the potential liability relating to this contingency. Note 19 — Subsequent events During the first quarter of 2025, market conditions and other competitive pressures resulted in the cessation of business by one of the Company’s largest competitors. The immediate result of this development has been a redistribution among market participants of a significant amount of OEM contract business. New contract business in place at Proficient is representative of the Company’s overall market share and is expected to ramp up over the remainder of 2025. F-42