Proficient Auto Logistics Q2 2026 Earnings Report

Proficient Auto Logistics EPS Results

• Actual EPS: N/A
• Consensus EPS: $0.06
• Beat/Miss: N/A
• One Year Ago EPS: N/A

Proficient Auto Logistics Revenue Results

• Actual Revenue: N/A
• Expected Revenue: $106.78 million
• Beat/Miss: N/A
• YoY Revenue Growth: N/A

Proficient Auto Logistics Announcement Details

• Quarter: Q2 2026
• Date: 8/10/2026
• Time: After Market Closes
• Conference Call Date: Monday, August 10, 2026
• Conference Call Time: 5:00PM ET

Proficient Auto Logistics (NASDAQ:PAL) focuses on providing auto transportation and logistics services in North America. It primarily focuses on transporting and delivering finished vehicles from automotive production facilities, ports of entry, and rail yards to a network of automotive dealerships. The company operates approximately 1,130 auto transport vehicles and trailers, including 615 company-owned transport vehicles and trailers. It serves auto companies, electric vehicle producers, auto dealers, auto auctions, rental car companies, and auto leasing companies. The company was formerly known as AH Acquisition Corp. and changed its name to Proficient Auto Logistics, Inc. in October 2023. The company was incorporated in 2023 and is based in Jacksonville, Florida.

Proficient Auto Logistics Q2 2026 Earnings Call Transcript

Key Takeaways

• Positive Sentiment: Proficient agreed to acquire Hansen & Adkins for an enterprise value of $130 million, adding more than $400 million of trailing revenue and over $27 million of EBITDA, expanding the company into Canada and creating the largest North American auto-hauler platform.
• Positive Sentiment: Management expects the combination to be accretive immediately, with potential synergies from network optimization, maintenance, procurement, backhaul opportunities and G&A savings beginning to materialize in 2027.
• Negative Sentiment: Second-quarter revenue fell 5.3% year over year to $109.4 million, units delivered declined 8%, and adjusted EBITDA dropped to $7.6 million from $11.3 million as fuel, maintenance and driver costs pressured results.
• Neutral Sentiment: Proficient forecast second-half 2026 revenue of $350 million to $370 million for the combined company, with an operating ratio near 97% and EBITDA margins of 8% to 9%; standalone Q3 revenue is expected to be roughly flat with improved profitability.
• Negative Sentiment: The acquisition will increase financing complexity, including approximately $100 million of equipment debt at closing and a new $75 million convertible bond, while net debt was already $62.3 million, or 2.1 times trailing adjusted EBITDA, at quarter-end.

Presentation

[Operator]

Please be advised that today's conference is being recorded. I'd now like to hand the conference over to your speaker today, Brad Wright, Chief Financial Officer. Please go ahead.

[Brad Wright, CFO at Proficient Auto Logistics]

Good afternoon, everyone. I'm Brad Wright, Chief Financial Officer of Proficient Auto Logistics. Thank you for joining us for Proficient's second quarter 2026 earnings call. Earlier this afternoon, we issued two press releases. One detailing our second quarter 2026 financial results, and a second announcing our definitive agreement to acquire Hansen & Adkins, as well as some financing transactions. We have also posted on our website an investor presentation that accompanies today's discussion. Press releases and the presentation materials can be found under the investor relations section of our website at proficientautologistics.com. Our 10-Q when filed can also be found under the investor relations section of our website. During this call, we will be discussing certain forward-looking information. This information is based on our current expectations and is not a guarantee of future performance.

[Brad Wright, CFO at Proficient Auto Logistics]

I encourage you to review the cautionary statement in two press releases describing factors that could cause actual results to differ from those expressed by the forward-looking statements. Further information can be found in our SEC filings. During this call, we may also refer to non-GAAP measures that include adjusted operating income, adjusted operating ratio, EBITDA, and adjusted EBITDA. Please refer to the portions of our earnings release that provide an explanation of how we compute these non-GAAP financial measures and reconciliations of those profitability measures to the most comparable GAAP measures. Joining me on today's call are Rick O'Dell, Proficient's Chairman and Chief Executive Officer, and Amy Rice, our President and Chief Operating Officer. We will provide a company update as well as an overview of the company's combined results for the second quarter of 2026, and an overview of the strategic rationale for the acquisition.

[Brad Wright, CFO at Proficient Auto Logistics]

After our prepared remarks, we will open the call to questions. During Q&A, please limit yourself to one question plus one follow-up. You can get back into the queue if you have additional questions. Now, I would like to introduce Rick O'Dell for opening comments.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

Thank you, Brad, and good afternoon, everyone. Before discussing our second quarter results, I want to begin with the acquisition announcement we shared today. We're excited to announce our agreement to acquire Hansen & Adkins, a founder-built business with more than 30 years of history, a strong reputation for service, deep relationships with leading OEM customers, and broad talent throughout the organization. I'd like to recognize Steve Hansen and Louie Adkins for building one of the most respected operators in our industry, and also welcome the Hansen & Adkins employees and our carrier partners. Their collective commitment to safety, customer service, and operational excellence has been central to the company's success and is a key reason we're so enthusiastic about this transaction. We believe this acquisition represents a compelling strategic and financial opportunity.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

Upon closing, the combined organization will benefit from greater scale, expanded geographic coverage, enhanced network density, and broader capabilities to support our customers across North America. We also see opportunities to improve asset utilization, create operating efficiencies, and strengthen the earnings power of the business over time. Importantly, both companies share a similar culture and a commitment to safe, reliable execution, which we believe will support successful integration over the coming months and long-term value creation. Turning to the second quarter, industry trends improved sequentially from the challenging conditions experienced in the first quarter, and volume trends became more stable. However, the impacts of several sub-seasonal quarters and depressed rates became increasingly evident in the form of industry-wide driver shortages and constrained carrier capacity. Rising operating costs, including fuel and maintenance, pressured the market and our quarterly results.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

As market conditions continue to strengthen, we believe we're well-positioned to benefit from seasonal favorable tailwinds across the trucking and auto hauling markets. Recovering automotive production, normalized dealer inventories, and improving inventory turnover are supporting higher finished vehicle shipment volumes. At the same time, regulatory actions and driver recertification requirements are contributing to tighter capacity following a multi-year freight recession, supporting improving spot rates and carrier pricing dynamics. Hansen & Adkins' greater brokerage exposure relative to Proficient's provides increased participation in the recovering spot market. Additionally, recent court rulings, including the Montgomery case, could further benefit Proficient as heightened carrier qualification standards and liability exposure may reduce reliance on marginal capacity and shift demand toward larger, established, safety-focused providers such as Proficient. Our customer discussions have been constructive in response to the evolving market conditions.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

As we're able to improve fuel surcharge coverage and secure certain rate adjustments during the quarter, our margins improved sequentially each month, finishing with June's operating ratio of 95.7%, which is the best month thus far this calendar year. These trends give us increasing confidence that the industry is moving toward a more balanced and sustainable operating environment. Looking ahead, we believe scale, dependable asset-based capacity, and operational excellence matter more than ever for the automotive industry. The acquisition of Hansen & Adkins, once completed, will strengthen our ability to support customers, create new opportunities for our employees and carrier partners, enhance our long-term financial profile, and drive meaningful value for shareholders. Importantly, we believe the transaction comes at an inflection point for the industry, positioning us to capitalize on tightening capacity, improving market fundamentals, and a more favorable pricing environment as conditions normalize.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

With that, I turn it back to Brad to review our financial results and key performance highlights for the quarter.

[Brad Wright, CFO at Proficient Auto Logistics]

Thank you, Rick. In general, financial metrics have improved sequentially in the second quarter of 2026 versus Q1. However, not to the levels achieved in what was a record quarter for the company in Q2 of 2025. An improving cost profile during each sequential month of the second quarter gives us reason for optimism that financial ratios entered Q3 more in line with investor and company expectations. Summarizing year-over-year comparisons, total operating revenue for the second quarter of 2026 was $109.4 million, a decrease of 5.3% versus the same quarter of 2025. Total units delivered during the second quarter totaled 580,962, which was a decrease of 8% compared to the same quarter of 2025. However, revenue per unit was higher than Q2 of 2025 by 2.9%. Adjusted EBITDA for the second quarter was $7.6 million versus $11.3 million in the second quarter of last year.

[Brad Wright, CFO at Proficient Auto Logistics]

As already mentioned, we experienced increased fuel costs and driver payments, both company and sub-haul, in response to seasonally inflated demand. These costs were incurred in advance of the customer payment cycle, catching up to higher fuel and sequentially rising volumes. The result was higher accounts receivable and corresponding lower cash balances at quarter end. This imbalance, however, self-corrected during July. Net debt was $62.3 million at the end of the second quarter for a net debt leverage ratio of 2.1x on trailing 12 months adjusted EBITDA of $30.3 million. Our equipment CapEx has remained light during 2026, less than $5 million year to date.

[Brad Wright, CFO at Proficient Auto Logistics]

Following the acquisition that we will be further detailing in a moment, we will assess the available fleet assets on a combined basis and make a determination of CapEx through year end that is based on needs of the entire company and takes into consideration forthcoming asset deliveries that were already scheduled. Total common shares outstanding on June 30 were 28.1 million, an increase of approximately 218,000 shares since year-end 2025, or less than 1%, as a result of vesting RSU grants. There were no additional share buybacks during the second quarter as we positioned our capital and debt resources in preparation for a significant acquisition. Finally, as we look ahead to the second half of 2026, we are forecasting volumes that reflect typical seasonal fluctuation of a relative pullback in July and August, followed by rising volume through the fall.

[Brad Wright, CFO at Proficient Auto Logistics]

That said, revenue yield off similar volumes is expected to improve as supply constraints, incentive pricing, and the transportation market moving away from unsustainable low rates becomes more evident over time. Taking into account the acquisition that closes in mid Q3, we believe that reported second half revenue will total between $350 million and $370 million, with operating ratios approximating 97% and EBITDA margins between 8% and 9%. This outlook assumes that the synergies expected from the combination will start to be realized as we are entering 2027. I would now like to turn the call over to Amy Rice for a fuller overview of the Hansen & Adkins acquisition.

[Amy Rice, President and COO at Proficient Auto Logistics]

Thank you, Brad. Rick has expressed some of the broad strategic rationale that we believe make this combination so compelling. I would like to expand on that with some details about Hansen & Adkins and the complementary nature of their business with Proficient Auto Logistics. At over $400 million in revenue and greater than $27 million in EBITDA on a trailing 12-month basis through March, the combination of H&A's U.S. and Canadian businesses are only modestly smaller than Proficient's. The Canadian business comprises roughly 13% of their overall revenue, and at that level, positions them as one of the largest in the Canadian market. This will represent a new market for Proficient and one that we believe has meaningful upside potential over the long term.

[Amy Rice, President and COO at Proficient Auto Logistics]

With a meaningful fleet of company assets, which mirrors our target age profile as one of the youngest in the industry, particularly for the U.S. market, we will be well-positioned to meet the evolving market in which asset-based capacity with high-quality drivers is crucial. The combined enterprise post-closing will be the largest auto hauler in the North American market and one of only a very few with a fully national footprint in the U.S. as well as comprehensive Canadian coverage. At over $800 million in revenue and $60 million in adjusted EBITDA on a trailing 12-month basis, we expect to participate in roughly one-quarter of the addressable new vehicle transportation market, enabling network efficiencies for both the company and customers.

[Amy Rice, President and COO at Proficient Auto Logistics]

Hansen & Adkins has employed a company fleet focus and derives approximately 60% of their revenue from company deliveries versus 40% from the sub-hauler segment, which when combined with Proficient, will bring the overall mix to very nearly half and half. Many of the locations served for auto transport are rail and port facilities. With more of the infrastructure footprint covered by the combined enterprise, we have a stronger value proposition for OEMs as they have needs for nimbleness in their transportation supply chains. Notably, we are excited to welcome the experienced and talented workforce across the H&A entities, as well as the enhanced network of partners in the owner operator and third-party carrier space.

[Amy Rice, President and COO at Proficient Auto Logistics]

As we have discussed with investors throughout our relatively short history, density and key markets matter, and the combined footprint will allow us to strategically deploy our fleets, exhibit flexibility to address customer needs, and coordinate routes to enhance capacity, improve utilization, and reduce empty miles. While both Proficient and Hansen & Adkins have existing business across the spectrum of OEM clients, our respective customer bases are complementary, providing natural diversification both in the context of geography served and in customer concentration. Our businesses are not built around terminal networks the way that other trucking and LTL companies might be. However, we do have points of service where there is overlap, and we expect to realize synergies from the integration of our operations over time.

[Amy Rice, President and COO at Proficient Auto Logistics]

Of particular note, the combined companies will have a repair and maintenance network that is strategically placed in high-traffic zones, allowing us to achieve the cost synergies of insourcing a higher percentage of our maintenance costs versus paying third-party providers. These synergies in the areas of network optimization, maintenance efficiencies, improved backhaul opportunities, and procurement advantages are in addition to the identified cost savings from optimizing our combined G&A functions. The upfront purchase price in this transaction reflects an enterprise value of $130 million, which includes the assumption of approximately $75 million in outstanding equipment financing and $55 million paid to sellers. Payment at closing will include $3 million in Proficient common shares with the remaining $52 million in cash. The amount of debt assumed versus value paid to sellers will be adjusted to reflect the actual debt outstanding and assumed by Proficient at closing.

[Amy Rice, President and COO at Proficient Auto Logistics]

In addition, there is potential for an earn-out payment in the first quarter of 2027 based on achievement of forecasted EBITDA for the full year ending December 31st, 2026. Any earn-out payment will be made at multiples consistent with the base purchase price. Concurrent to the completion of the acquisition transaction, Proficient is restructuring its overall debt portfolio. Equipment financing for both the Proficient and Hansen & Adkins fleets will be brought under one syndicated facility with a capacity of up to $120 million. The balance at closing will be approximately $100 million. A seven-year convertible bond has been placed for $75 million in face value. A capped call in an equal amount has been obtained to synthetically increase the conversion premium on the convertible bonds by up to 75% over the premium set in the convertible indenture, which mitigates equity dilution for current shareholders.

[Amy Rice, President and COO at Proficient Auto Logistics]

Final terms on the convertible will be established when the market closes tomorrow on August 11th, and we will separately disclose the final terms at that time. Finally, the separate line of credit arrangements employed by the two companies are expected to be combined into an expanded syndicated line of credit facility after closing, and the amounts and terms of this new structure will be disclosed upon completion. In summary, we believe this combination is transformative for the auto haul industry and brings meaningful benefits to our customers, in addition to enabling us to further lean into scale and efficiency to achieve improving financial results consistent with the investment thesis that underscored PAL's creation. Hansen & Adkins meets all of our strategic criteria for growth through acquisition, and its magnitude differentiates this transaction from what we've done in the past.

[Amy Rice, President and COO at Proficient Auto Logistics]

With all preexisting PAL entities fully integrated, bringing Hansen & Adkins into the PAL environment will be a coordinated and methodical process over the next six months. We already share many of the same enterprise systems and a similar values and organizational mindset, and we are excited to meet the challenges of the industry in a more compelling fashion as we move forward. I'll now turn the call back to Rick for closing comments.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

Thank you, Amy. In closing, we believe this transaction comes at exactly the right time for our industry. Scale, reliability, and operational excellence have never been more important. The acquisition of Hansen & Adkins will create a stronger platform built on proven leadership, disciplined execution, and industry-leading capabilities. This transaction also reinforces Proficient's position as the acquirer of choice, providing a scalable foundation to continue consolidating a highly fragmented market and creating long-term value for all stakeholders. Looking ahead, we're well-positioned to benefit from improving pricing dynamics and increasing demand for asset-based capacity. With the financial strength to continue investing in our fleet, service offerings, and customer relationships, we're confident this combination strengthens our competitive position and accelerates our path for sustainable growth. Thank you for your time and interest. We're excited about the opportunities ahead and look forward to delivering on the significant potential of this partnership.

[Brad Wright, CFO at Proficient Auto Logistics]

Operator, we'll now open it up for questions.

[Operator]

Thank you. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Bruce Chan with Stifel. Your line is now open.

[Bruce Chan, Analyst at Stifel]

Hey, good afternoon everyone, and thanks for taking the questions here. Really want to start out by following up on some of your comments about the market. Certainly understand the margin pressure from the tightening capacity. It is typically a good indication of the early cycle inflection, to your point. I know that you typically have a longer duration pricing recovery, just given the average contract tenure here. I want to get your sense for when you expect pricing to sort of outpace the cost inflation. Is there a timeline associated to that? Then, whether or not you have an opportunity to maybe take any out of cycle price increases and address some of that margin squeeze.

[Amy Rice, President and COO at Proficient Auto Logistics]

Yep. Hi, Bruce. The market has sort of forced some short-term adjustments in particularly strained geographies. We have been working with customers, most recently, in many cases on short-term incentives to support capacity enhancement in given geographies. What we are finding is, with additional rate support, we can be more successful in bringing additional capacity to the market. We are getting some positive proof points that enhanced rate supports enhanced service, and we are using that as a platform for a broader conversation with our customers where we are seeing service challenges, or we do see greater demand need for our customers that is currently unmet. What I would say to your question is, I think we have certainly come off of the bottom of the market in terms of low rate pressure.

[Amy Rice, President and COO at Proficient Auto Logistics]

There have been some failures in the ability to service traffic at very low rates, and that is helpful to reestablishing sustainable rates going forward. Now, as you mentioned, off-cycle price increases, to the extent that there is a supply-demand imbalance, it is incumbent on both us and our partner customers to figure out how we close that gap. We are finding that supporting drivers and third-party capacity with a more compensable rate structure is an enabler. I do see opportunity there.

[Bruce Chan, Analyst at Stifel]

I guess given those comments and given the recent acquisition, is it fair to say that we will be looking at price to sort of outpace the cost inflation by end of the year? Is that more of a 2027 event?

[Amy Rice, President and COO at Proficient Auto Logistics]

Well, part of the story there is what happens on the cost side of the profile. Again, we've seen a very volatile fuel environment due to the macro backdrop. It's unclear at this point when fuel normalizes back to what has been more typical for the last several years. I think that's a key component. Maintenance costs and supply costs, insurance costs, there has been increased pressure there as well. I do think our scale in the combination helps us to combat some of that. We have greater purchasing power, and we have a greater maintenance footprint to be able to be more efficient in our maintenance spend. So I'm optimistic in terms of what that represents as we bring the two networks together.

[Amy Rice, President and COO at Proficient Auto Logistics]

To hit your question on timing head on, yeah, I think we come into 2027 with a good table set for the year on a combined basis.

[Bruce Chan, Analyst at Stifel]

Okay, and then just one more from me on the deal. I don't know if I missed it, but do you have a sense for what the margin profile looks like for the combined entity pro forma? Any thoughts on whether the deal is accretive at the get-go and any synergy targets or guidance that you can provide there?

[Brad Wright, CFO at Proficient Auto Logistics]

Yeah, Bruce, definitely accretive from the get-go. Their financial profile looks a lot like ours. The company generates a lot of cash, and they do have good margins, but nonetheless, subject to the same challenges that we've got in the current environment. I'm conservatively projecting for the rest of the year that we would run at a 97 OR and an 8%-9% EBITDA margin. But I think that there's plenty of room for upside to that as we get into 2027 and start realizing the synergies that come along with this combination.

[Bruce Chan, Analyst at Stifel]

So that 97 includes the synergies or that is exclusive of the synergies?

[Brad Wright, CFO at Proficient Auto Logistics]

We have not baked in a lot of synergies there because frankly, we have identified some places that we will attack. But that still remains to be costed out between now and implemented between now and the beginning of the year. So, there is not a lot of synergy built into that number.

[Bruce Chan, Analyst at Stifel]

Okay, great. Thank you.

[Operator]

Thank you. As a reminder to ask a question at this time, please press star 1 1 on your touchtone telephone. Our next question comes from the line of Tyler Brown with Raymond James. Your line is now open.

[Tyler Brown, Analyst at Raymond James]

Hey, good afternoon.

[Brad Wright, CFO at Proficient Auto Logistics]

Good afternoon, Tyler.

[Tyler Brown, Analyst at Raymond James]

Hey, Rick, Amy, obviously, one of the big developments this quarter was the Supreme Court's ruling on Montgomery. I guess the potential risk on brokered loads. You guys have a very large mix of subcontractor capacity. I'm just kind of curious about what the implication of Montgomery is for you and frankly, the broader industry. Is it going to lead to some forced purging of some of the subcontractors that maybe can't meet some of the stringent safety thresholds? Are you expecting to see outside inflation on the liability side? I'm just curious what you guys are thinking about that case, for you and frankly for the industry more broadly.

[Amy Rice, President and COO at Proficient Auto Logistics]

Yep. So one thing I would remind the group, though our subhauler segment is roughly 60% of our current portfolio, that's comprised of both owner-operators who run under our transportation authority, as well as third-party carriers who run under independent transportation authority. I bring that up to say the owner-operators are already under our liability, so the incremental risk with Montgomery is really pertaining to third-party carriers. We've got a more stringent third-party screening set of criteria and set of insurance and safety requirements of our network of parties than what we've seen in a lot of the industry. I think a lot of the regulatory enforcement that's taking place is starting to purge some of the less scrupulous players in that space. It is also contributory to some of the supply shortage that we're all feeling across the industry.

[Amy Rice, President and COO at Proficient Auto Logistics]

That said, both from a risk mitigation standpoint and a capacity reliability standpoint, having a large asset base to rely upon to deliver, and then having a strong, safe, reputable set of third-party carriers is the best way to protect ourselves from broker liability. To your question, yes, broker liability insurance is becoming more expensive, though within our insurance portfolio, that's a very small piece of our overall coverage portfolio.

[Tyler Brown, Analyst at Raymond James]

Okay, so of the 60%, which is PAL legacy, is it mostly under your DOT authority or is it a rough mix? I'm just curious what that mix is.

[Amy Rice, President and COO at Proficient Auto Logistics]

I'd say we're at least 20% within the owner-operator space.

[Tyler Brown, Analyst at Raymond James]

Okay. Amy, just any color on the spot market, what was that mix in the quarter? Maybe you mentioned it, I may have missed it. What are you kind of seeing here into July and August? On that, is the reduction in the subhaul volumes, is that kind of a function of those routing guides starting to break down because there's just an inability to move those VINs at those prices? Is that the right way to think about it?

[Amy Rice, President and COO at Proficient Auto Logistics]

There's several questions in there. I'll take them one by one. The spot market is reemerging for sure. What we are experiencing in the spot market is, we've shared consistently that our bread and butter is contract business for customers. Given the limited number of customers in this industry, it would be unwise to abandon contract freight and chase spot freight. There's too few customers to do that without endangering your reputation and just sending a really bad message. What we've done is where we see that demand is in excess of the capacity we have against our contract business, we've been discussing with customers, rather than putting the excess to the spot market, is there an opportunity for a short-term incentive, or surge rates that we could use to essentially participate in the spot market to move the broader contract traffic.

[Amy Rice, President and COO at Proficient Auto Logistics]

We've done a lot more of that. So maybe not traditional spot traffic, but the opportunity to enhance and augment our capacity and movement in a particular area when the demand is acute for a given customer. In terms of what we're seeing-

[Tyler Brown, Analyst at Raymond James]

Yeah, sorry. Go ahead.

[Amy Rice, President and COO at Proficient Auto Logistics]

In terms of what we're seeing in July and August, we're seeing the typical seasonal period where there are some plant shutdowns in early July, which is followed by a bit of a languishing in the rail pipelines in the latter part of July and into August. So we have seen a pullback from where we were in the second quarter, and candidly, it was needed. There was a backlog of demand that across the industry, carriers have benefited from some time to work off that backlog. At this point, I would say inventories have normalized. When I say inventories, I mean inventories available to us to move. Inventories have normalized. Our service metrics have by and large recovered. We're ready to move into the fall season that tends to ramp up through the end of the year.

[Amy Rice, President and COO at Proficient Auto Logistics]

And then your last question about reduced subhauler volume and what's driving that. In this higher fuel environment, it is very expensive as an independent third-party carrier to cover your operating costs and particularly the higher cost of fuel. So what we've seen in that whole segment of the industry is third-party carriers who have historically chosen to run in our portfolio consistently have had to chase the highest dollar. So some of that capacity has moved into opportunistic freight on a short-term basis to try and recoup some of the outsized costs that they've had to bear over the last several quarters. And it's resulted in reduced sub-hauler capacity on our network. Some of it also has been due to exits in that space.

[Tyler Brown, Analyst at Raymond James]

Okay. Sorry, I threw a lot at you. Thank you very much. Appreciate it.

[Operator]

Thank you. Our next question comes from the line of Alex Paris with Barrington Research. Your line is now open.

[Alex Paris, Analyst at Barrington Research]

Hi, guys. Thanks for taking my questions, and congratulations on reaching the inflection point and maybe more significantly, the acquisition of Hansen & Adkins. Listening to your prepared comments, it sounds like it'll be accretive from the get-go, and there'll be synergy opportunities in 2027 to improve its contribution. I heard, Brad, your guidance on second half expectations for the combined company. I think you said in the press release that the deal would close in August at some point, so you're not going to get the July and most of the August revenue. I'm wondering if you could give guidance on Q3, the current quarter, like you usually do pre-acquisition.

[Brad Wright, CFO at Proficient Auto Logistics]

Yeah. Look, on a standalone basis, we're looking for revenue in Q3 that's probably at or right around the Q2 level, maybe up just slightly. Given seasonality, I would expect it to be kind of flattish. Yet, because of some of the pricing dynamics and the better cost control that we experienced in June, I think we can continue to see a better OR, better profitability on that same level of revenue.

[Alex Paris, Analyst at Barrington Research]

Okay. Again, listening to your second half guidance, post-acquisition, it sounds like this is going to be a $900 million company or so on a run rate basis, on an annual basis, and an EBITDA of $90 million or so. Does that sound about right?

[Brad Wright, CFO at Proficient Auto Logistics]

Seems a little high. I think one of the slides that we had, if you just look on a trailing 12 basis, it's probably maybe like eight-

[Amy Rice, President and COO at Proficient Auto Logistics]

8:35.

[Brad Wright, CFO at Proficient Auto Logistics]

8:30, yeah, revenue and-

[Amy Rice, President and COO at Proficient Auto Logistics]

Yeah. About $60 million in EBITDA.

[Brad Wright, CFO at Proficient Auto Logistics]

$60 million-$65 million of EBITDA.

[Alex Paris, Analyst at Barrington Research]

Okay, good. I haven't seen the slides yet. Appreciate that. That's all I have. Thank you.

[Brad Wright, CFO at Proficient Auto Logistics]

Thanks, Alex.

[Operator]

Thank you. Our next question is a follow-up from Bruce Chan with Stifel. Your line is now open.

[Bruce Chan, Analyst at Stifel]

Yeah. Hey, team. Thanks for the follow-up here. Brad, just want to maybe pull at that bar margin thread a little bit and what the combined entity looks like, especially as we get into 2027. You'd previously talked about, I know this is maybe a couple of years ago, but seeing sustainably low 90 OR type organization, maybe being able to whittle that down into the high 80s. Is that still the idea here? Is that something that you think you can achieve towards the end of 2027? Or is there a new level that we should sort of be thinking about?

[Brad Wright, CFO at Proficient Auto Logistics]

Well, Bruce, we still think that there's a lot of room to push OR down. I don't know that I would be thinking 90 or below in 2027. I think we're still in an environment where, again, with June at like a 95, I think when we start putting the two companies together and realizing those synergies, we should be able to get below that level, but that's going to take a little time. I don't want to be too ebullient without having the chance to really dig in and see what level of synergies are available to us. But we still believe that getting there, whether that's in 2027 or 2028, to that more reasonable 95 and below is certainly in the cards.

[Bruce Chan, Analyst at Stifel]

Okay. Yeah, that's helpful. Amy, maybe one from your side. You talked about the sub-hauler mix. I don't know if that looks similar for Hansen & Adkins. What does that do to the overall sub-hauler mix? If you think about a now much larger fleet, maybe close to double the size as before, is there an opportunity to move a lot of the volume even more before company equipment?

[Amy Rice, President and COO at Proficient Auto Logistics]

So Hansen & Adkins mix is about the inverse of ours. So they're about 60% moved in the company segment and about 40% in the sub-haul segment. But I would say more of their revenue in the sub-haul segment is on owner-operators relative to sub-haulers. Much of what they do in the third-party carrier space is a more traditional brokerage model. So we should have a nice diversified mix of channel tools in our toolkit here. But to your question, yes, on a combined basis, I think our mix on company assets should be roughly 50%, and that's powerful in terms of being able to provide a more reliable service product on company assets supplemented by owner-operators.

[Bruce Chan, Analyst at Stifel]

Okay. Thank you.

[Brad Wright, CFO at Proficient Auto Logistics]

I would just comment on margins. It's just math, but at this point, with a combined organization, a 94.8 is about $1 per share in EPS, and a 92.8 is about $1.50. So, in terms of needing to necessarily get to an 88 OR to have meaningful EPS and return for shareholders, as we step along the way, we'll be generating some meaningful EPS and good returns for shareholders.

[Bruce Chan, Analyst at Stifel]

Great. Thanks.

[Operator]

Thank you. I would now like to hand the call back over to Rick O'Dell for closing remarks.

[Rick O'Dell, Chairman and CEO at Proficient Auto Logistics]

Well, thank you for your interest in Proficient Auto Logistics. We're really excited about the Hansen & Adkins addition to our organization, and we look forward to capitalizing on this opportunity for all of the stakeholders, being our customers, our employees, and our shareholders. Thank you.

[Operator]

This concludes today's conference. Thank you for your participation. You may now disconnect.

Participants

Executives

• Brad Wright, CFO
• Rick O'Dell, Chairman and CEO
• Amy Rice, President and COO

Analysts

• Bruce Chan, Analyst at Stifel
• Tyler Brown, Analyst at Raymond James
• Alex Paris, Analyst at Barrington Research