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].
Proficient Auto Logistics, Inc.(PAL) - 2024 Q3 - Quarterly Report