UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ 001-42035 (Commission File Number) PROFICIENT AUTO LOGISTICS, INC. (Exact name of registrant as specified in its charter) | --- | --- | |----------- ...

Financial Performance Expectations - Proficient Auto Logistics, Inc. announced expected operating and financial metrics for Q3 2024, with a conference call scheduled for November 8, 2024[5][6] - Forward-looking statements indicate expectations regarding Q3 operating and financial results, subject to risks and uncertainties[8][9] - The company has not disclosed specific financial figures or performance metrics in the current report[5][8] Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[3] Press Release Information - The press release regarding Q3 results is included as Exhibit 99.1, which is not yet detailed in the provided content[4][5]

Core Viewpoint - Johnson Fistel, LLP is investigating Proficient Auto Logistics, Inc. for potential violations of securities laws related to misrepresentation or failure to disclose adverse information to investors [1][2]. Financial Performance - Proficient Auto Logistics estimated third-quarter revenue for fiscal year 2024 to be between $90 million and $92 million, indicating a decrease of 14% to 16% compared to the third quarter of 2023 [3]. - Following the revenue announcement, the company's stock price fell by 28.77% in the next trading session [3]. Legal Investigation - The investigation by Johnson Fistel focuses on the losses suffered by investors and the possibility of recovering those losses under federal securities laws [1][2]. - Individuals with nonpublic information about Proficient Auto Logistics are encouraged to assist in the investigation or consider the SEC Whistleblower program, which may offer rewards for original information leading to successful recoveries [4]. Company Background - Johnson Fistel, LLP is a nationally recognized shareholder rights law firm with offices in multiple states, representing both individual and institutional investors in securities class action lawsuits [5].

Financial Performance - Operating revenue for the three months ended June 30, 2024, was $55,908,597, compared to $32,992,576 for the same period in 2023, reflecting a year-over-year increase of approximately 69%[9] - The net loss for the six months ended June 30, 2024, was $3,861,773, translating to a loss per share of $0.43[9] - Total operating expenses for the three months ended June 30, 2024, were $58,516,930, compared to $31,072,677 for the same period in 2023, marking an increase of about 88%[9] - The company reported an operating loss of $2,918,211 for the three months ended June 30, 2024, compared to an operating income of $1,919,899 for the same period in 2023[9] - For the six months ended June 30, 2024, the net loss was $3,861,773, compared to a net income of $3,242,693 for the same period in 2023[12] - Total revenue for the six months ended June 30, 2024, was $202,163,000, compared to $203,121,000 for the same period in 2023, reflecting a slight decrease of 0.5%[44] - Basic earnings per share for the six months ended June 30, 2024, was $0.93, compared to $0.91 for the same period in 2023[44] - Total operating revenue for the six months ended June 30, 2024, was $55,908,597, a decrease from $67,245,707 in the same period of 2023, representing a decline of approximately 16.9%[88] - The net loss for the six months ended June 30, 2024, was $(3,861,773), compared to a net loss of $(20,403,275) for the same period in 2023[91] - Total truckload revenue, excluding fuel surcharge, was $18,349,462 for the six months ended June 30, 2024, down from $23,731,555 in 2023, a decrease of about 22.6%[88] - Total brokerage revenue for the six months ended June 30, 2024, was $37,559,135, compared to $43,514,152 in 2023, reflecting a decrease of approximately 13.7%[88] Assets and Liabilities - Proficient's total current assets as of June 30, 2024, reached $84,086,119, a significant increase from $23,427,551 as of December 31, 2023[8] - Total liabilities as of June 30, 2024, amounted to $140,420,861, compared to $26,361,641 as of December 31, 2023, indicating a substantial increase[8] - Cash and cash equivalents increased to $36,292,813 as of June 30, 2024, from just $4,273 as of December 31, 2023[8] - Accounts receivable, net, rose to $40,060,701 as of June 30, 2024, up from $19,799,044 at the end of 2023, showing a growth of approximately 102%[8] - Proficient's total assets as of June 30, 2024, were $458,647,709, a significant increase from $42,995,033 as of December 31, 2023[9] - As of June 30, 2024, total equity was $318,226,848, reflecting an increase from the previous balance of $389,171 as of March 31, 2024[11] - The balance of retained earnings increased to $7,748,792 as of December 31, 2023, from $4,264,734 as of June 30, 2023[10] - As of June 30, 2024, accrued liabilities totaled $21,751,346, a significant increase from $7,803,359 as of December 31, 2023, reflecting a growth of approximately 178%[53] - The total long-term debt as of June 30, 2024, was $33,189,156, with future maturities totaling $52,384,201, indicating a structured repayment plan over the coming years[62] Acquisitions and Goodwill - Goodwill recorded as of June 30, 2024, was $127,428,122, reflecting the company's acquisitions and growth strategy[8] - The company completed an IPO, resulting in the issuance of 15,768,333 shares, raising $212,291,849 in paid-in capital[11] - Proficient Auto Logistics, Inc. completed its IPO on May 13, 2024, and simultaneously acquired five operating businesses, referred to as the Founding Companies[17] - The total consideration for the acquisitions includes cash and shares of common stock, with specific earn-out provisions based on EBITDA performance for 2024[34] - The Company utilizes push-down accounting for the acquisitions, impacting the condensed consolidated financial statements[19] - The acquisitions are accounted for under ASC 805, with Proficient identified as the accounting acquirer[39] - The fair value of acquired intangible assets is determined using significant estimates, including forecasted revenues and profits[25] - The company recognized $127,428,122 in goodwill primarily from expected synergies and workforce value from acquisitions[42] - The company recorded a contingent liability of $3,095,114 related to an earn-out provision for the acquisition of Deluxe[45] - The company recorded a contingent liability of $4,000,000 related to a class action settlement, which was recognized as an expense in the fiscal year ending December 31, 2022[94] Cash Flow and Expenses - The company reported net cash flows provided by operating activities of $4,364,579 for the six months ended June 30, 2024, compared to $3,668,486 for the same period in 2023[12] - The company incurred stock-based compensation of $6,675,636 during the six months ended June 30, 2024[12] - The company recorded depreciation expense of $3,420,587 for the six months ended June 30, 2024[51] - Depreciation and amortization for the six months ended June 30, 2024, totaled $4,497,031, compared to $1,215,374 in the same period of 2023[89] - Total compensation expense related to restricted stock awards was $6.6 million for the six months ended June 30, 2024, with $17,922,309 of unrecognized compensation expense expected to be recognized over the next four years[84] Compliance and Regulatory Matters - The company was not in compliance with its covenants under the Deluxe line of credit agreement as of June 30, 2024, but obtained a waiver from its bank[58] - The company is currently delinquent in its filings of Retirement Plan Information Returns with the Department of Labor for plan years 2019 through 2022, which may result in penalties[96] Business Model and Strategy - The company has developed a differentiated business model focused on auto transportation and logistics services, catering to major automotive manufacturers and EV producers[15] - Proficient Auto Logistics, Inc. was formed to consolidate several operating companies within the automobile transportation industry, officially changing its name on October 17, 2023[14] - The Founding Companies primarily engage in transporting vehicles for automobile manufacturers, with operations across various regions in the United States[33][36] - The company plans to acquire Auto Transport Group, LC for approximately $28.7 million in cash and 1.02 million shares of common stock, pending customary closing conditions[97]

Exhibit 99.1 PROFICIENT AUTO LOGISTICS REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS ANNOUNCES NEW ACQUISTION TO CLOSE DURING THE THIRD QUARTER JACKSONVILLE, FLORIDA – August 9, 2024 — Proficient Auto Logistics, Inc. (NASDAQ: PAL) today reported its financial results for the three months ended June 30, 2024, for Proficient Auto Logistics, Inc. ("Proficient", or the "Company"), Proficient Auto Transport, Inc. ("Proficient Transport", or "Predecessor") and for the five Founding Companies on a combined basis. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ 001-42035 (Commission File Number) PROFICIENT AUTO LOGISTICS, INC. (Exact name of registrant as specified in its charter) | --- | --- | |--------------- ...

Financial Performance - Operating income for the first quarter of 2024 was $6.54 million, an increase of 7.9% year-over-year[3] - Total operating revenue for the first quarter of 2024 was $95.56 million, down from $102.35 million in 2023[5] - EBITDA for the first quarter of 2024 was $10.86 million, reflecting a 1.8% increase year-over-year[12] - Income before taxes increased by $577,000 year-over-year, totaling $5.35 million[11] - Proficient Transport reported a net income of $1,184,632 for March 2024, a decrease from $1,961,621 in March 2023, representing a decline of approximately 39.5%[21] - The company's EBITDA for March 2024 was $2,665,237, down from $3,520,651 in March 2023, indicating a decrease of about 24.4%[21] Revenue and Expenses - Revenue before fuel surcharge declined by $4.4 million, or 4.6%, compared to the same quarter in 2023[7] - Total operating expenses decreased by $7.3 million, or 7.5%, compared to the first quarter of 2023[9] - Fuel surcharge and reimbursements declined by $2.4 million, or approximately 35%, compared to the same quarter in 2023[8] - Interest expense increased to $452,390 in March 2024 from $261,944 in March 2023, reflecting a rise of approximately 72.5%[21] - Income tax expense decreased to $388,878 in March 2024 compared to $706,430 in March 2023, showing a reduction of about 45%[21] - Depreciation and amortization expense rose to $639,337 in March 2024 from $590,656 in March 2023, an increase of approximately 8.2%[21] Operational Metrics - Total units delivered increased by 2% year-over-year, totaling 460,210 units in 2024[3] - The operating ratio improved to 93.2% from 94.1% in the previous year[3] - The company initiated key operating initiatives post-IPO aimed at achieving cost synergies and increasing fleet utilization[3]

As filed with the Securities and Exchange Commission on May 6, 2024. Registration No. 333-278629 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ Proficient Auto Logistics, Inc. (Exact name of registrant as specified in its charter) ___________________________ | Delaware 7549 | 93-1869180 | | --- | --- | | (State or other jurisdiction of (Primary Standard Industrial | (I.R.S ...

As filed with the Securities and Exchange Commission on April 29, 2024. Registration No. 333-278629 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ Proficient Auto Logistics, Inc. (Exact name of registrant as specified in its charter) ___________________________ | Delaware 7549 | 93-1869180 | | --- | --- | | (State or other jurisdiction of (Primary Standard Industrial | (I. ...

As filed with the Securities and Exchange Commission on April 23, 2024. Registration No. 333-278629 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ Proficient Auto Logistics, Inc. (Exact name of registrant as specified in its charter) ___________________________ | Delaware | 7549 | 93-1869180 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indust ...