Core Viewpoint - Robbins LLP is investigating Proficient Auto Logistics, Inc. for potential violations of securities laws and breaches of fiduciary duties by its officers and directors [1]. Group 1: Company Overview - Proficient Auto Logistics, Inc. operates in the auto transportation and logistics services sector in North America [1]. Group 2: Legal Investigation - The investigation by Robbins LLP aims to determine if there have been any breaches of fiduciary duties to shareholders by the company's executives [1]. - Shareholders who have incurred losses in their investments are encouraged to contact Robbins LLP for more information regarding their rights [2]. Group 3: Robbins LLP Background - Robbins LLP has been active in shareholder rights litigation since 2002, recovering over $1 billion for shareholders [4].

Financial Performance - Proficient's total operating revenue for the three months ended September 30, 2024, was $91,505,501, a significant increase from $33,468,155 in the same period of the previous year[11]. - The company reported a net loss of $5,227,249 for the nine months ended September 30, 2024, compared to a net income of $4,798,142 for the same period in 2023[11]. - Operating expenses for the three months ended September 30, 2024, totaled $93,691,006, compared to $31,188,001 for the same period in 2023[11]. - The company reported total operating revenue of $91,506,000 for the three months ended September 30, 2024, compared to $104,565,000 for the same period in 2023[57]. - Total operating loss for the three months ended September 30, 2024, was $(2,186,000), a decrease from operating income of $8,205,000 in the same period of 2023[57]. - The company reported a net loss of $1,365,476 for the three months ended September 30, 2024, with a basic loss per share of $(0.05)[101]. Assets and Liabilities - Total current assets as of September 30, 2024, amounted to $69,751,931, up from $23,427,551 as of December 31, 2023[10]. - Proficient's total assets reached $498,234,562 as of September 30, 2024, compared to $42,995,033 as of December 31, 2023[10]. - Proficient's long-term debt, less current portion, was $45,288,020 as of September 30, 2024, compared to $5,035,478 as of December 31, 2023[10]. - Accrued liabilities totaled $23,359,120 as of September 30, 2024, compared to $7,803,359 as of December 31, 2023, indicating a substantial increase in financial obligations[63]. - Long-term debt as of September 30, 2024, amounts to $45,288,020, with future maturities totaling $64,015,031 through 2028[72]. Cash Flow and Capital - Proficient's cash and cash equivalents increased to $16,848,215 as of September 30, 2024, compared to $4,273 as of December 31, 2023[10]. - Cash flows from operating activities for the nine months ended September 30, 2024 were $7,768,100, compared to $6,022,367 for the same period in 2023[14]. - As of September 30, 2024, cash and cash equivalents were reported at $16,848,215, a significant increase from $2,352,200 at the beginning of the period[14]. - The company issued 15,768,333 common shares through an IPO, raising $212,291,849 in additional capital[12]. - The company completed its IPO in May 2024, issuing 14,333,333 shares at $15.00 per share, resulting in total gross proceeds of $215,000,000[84]. Acquisitions and Business Combinations - Proficient Auto Logistics, Inc. completed its IPO on May 13, 2024, and simultaneously acquired five operating businesses, including Delta Automotive Services, Deluxe Auto Carriers, Sierra Mountain Group, Proficient Auto Transport, and Tribeca Automotive[19][33]. - The total purchase price for Proficient Auto Logistics acquisition was $64,469,739, consisting of $31,580,792 in cash and $32,888,947 in stock consideration[41]. - The fair value of net assets acquired from the acquisition of Deluxe was $29,585,760, with total purchase price adjusted to $60,637,285 after a reduction of $3,599,373[43]. - Total purchase price for Proficient Transport acquisition was $108,761,111, including $82,185,183 in cash and $26,575,928 in stock consideration[46]. - The fair value of net assets acquired from Proficient Transport was $54,080,535, with goodwill recorded at $54,680,576[46]. - Total purchase price for the acquisition of Sierra was $32,122,324, with cash consideration of $18,763,279 and stock consideration of $13,359,045[47]. - The fair value of net assets acquired from Sierra was $26,642,670, with adjustments leading to a final value of $25,489,212[47]. - Total purchase price for acquisitions amounted to $289,275,386, including cash consideration of $183,448,307 and stock consideration of $102,731,965[49]. - Goodwill recognized from acquisitions totaled $148,092,515 as of September 30, 2024, reflecting expected synergies and workforce value[58]. Intangible Assets and Amortization - Proficient's intangible assets include customer relationships and trade names, which are amortized over their estimated useful lives[25]. - Intangible assets recognized from acquisitions totaled $114,900,000, including customer relationships and trade names[51]. - The company recognized $134,906,473 in net carrying amount for intangible assets as of September 30, 2024[59]. - Amortization expense for finite lived intangible assets was $3,293,527 for the nine months ended September 30, 2024[59]. - As of September 30, 2024, the total expected amortization expense for identifiable intangible assets over the next five years is $134,906,473, with a weighted average amortization period of 14.19 years[60]. Operational Segments - Company Drivers segment reported revenues of $38,257,465 for the three months ended September 30, 2024, compared to $9,595,686 for the same period in 2023, reflecting a significant increase[98]. - Brokered segment revenues reached $53,248,036 for the three months ended September 30, 2024, up from $23,872,470 in the same period last year, indicating strong growth[98]. - Proficient's business model includes both asset-based Company Drivers service and an asset-light freight model through third-party logistics, enhancing its operational flexibility[19]. - Proficient's operational segments include Company Drivers and Brokered services, which are regularly reviewed for performance by the chief operating decision maker[30]. Contingent Liabilities and Legal Matters - The company has a contingent liability of approximately $4,000,000 related to a class action settlement, recorded within accrued liabilities as of September 30, 2024[104]. - The company has recorded a contingent liability related to potential penalties from delinquent filings with the Department of Labor, although no reasonable estimate for additional penalties has been made[106]. Other Financial Metrics - The company recorded a gain on the disposal of equipment totaling $95,124 for the nine months ended September 30, 2024[62]. - Interest income for the three months ended September 30, 2024, was $5,365, an increase from $635 in the same period of 2023[78]. - The company awarded 1,212,532 restricted stock units to the CEO on May 12, 2024, with 1/3 vesting immediately and the remainder vesting over five years[90]. - Total compensation expense related to restricted stock awards was $7.7 million for the nine months ended September 30, 2024[95]. - As of September 30, 2024, there was $17,439,949 of unrecognized compensation expense related to restricted stock awards expected to be recognized over the next four years[95].

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]

Financial Performance - Total Operating Revenue for Q2 2024 was $106.6 million, a 5.8% increase compared to Q2 2023[2] - Adjusted Operating Income rose to $8.73 million, reflecting a 19.4% increase year-over-year[2] - Adjusted EBITDA for Q2 2024 was $12.41 million, a 3.2% increase compared to the same period in 2023[13] - The company reported an Adjusted Earnings per Share of $0.28 for Q2 2024[17] - Proficient reported a net loss of $3,552,000 for the three months ended June 30, 2024[25] - Adjusted net income for the period was $4,200,000, leading to an adjusted earnings per share (EPS) of $0.28, both basic and diluted[28] Operational Metrics - Total Units delivered increased to 507,712, marking a 10.5% rise from the previous year[2] - The Adjusted Operating Ratio improved to 91.8%, down from 92.7% in 2023[2] - Revenue before Fuel Surcharge increased by $5.4 million, or 5.7%, for Q2 2024 compared to Q2 2023[7] - Total Operating Expenses increased by $6.1 million, or 6.5%, primarily due to higher purchased transportation and salaries[9] Acquisition and Strategic Initiatives - The acquisition of Auto Transport Group (ATG) is expected to close in August 2024, enhancing coverage in the West[3] - The company is focused on effectively responding to changes in market dynamics and customer preferences as part of its business strategy[21] Financial Adjustments and Reporting - Adjusted EBITDA for the same period was $8,331,000, calculated by adding back interest expense, income tax expense, depreciation and amortization, and stock compensation expense[25] - The company incurred stock compensation expenses of $6,676,000 during the quarter[25] - Interest expense for the quarter was $640,000, while income tax expense was $470,000[25] - Proficient's financial results are reported in accordance with GAAP, but management believes that EBITDA provides useful insights into operating performance[23] - Management believes that adjusted financial measures, such as adjusted EBITDA and adjusted EPS, are helpful for comparing financial performance across periods[24] Forward-Looking Statements - The company emphasizes the importance of forward-looking statements, which involve risks and uncertainties that could affect future results[21] - Proficient does not undertake any obligation to update forward-looking statements unless required by law[22]

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. ...