Proficient Auto Logistics NASDAQ: PAL reported lower second-quarter revenue and adjusted EBITDA from a year earlier, while management said operating trends improved sequentially through the quarter and announced a definitive agreement to acquire Hansen & Adkins.
Total operating revenue for the second quarter of 2026 was $109.4 million, down 5.3% from the same quarter in 2025. Vehicle deliveries fell 8% year over year to 580,962 units, though revenue per unit increased 2.9%. Adjusted EBITDA declined to $7.6 million from $11.3 million a year earlier.
Chief Financial Officer Brad Wright said results improved from the first quarter but did not reach the company’s record second-quarter 2025 performance. He cited higher fuel costs and driver payments, including payments to company drivers and sub-haulers, as factors that weighed on quarterly profitability.
Those costs were incurred ahead of the customer payment cycle, resulting in higher accounts receivable and lower cash balances at the end of the quarter, Wright said. He added that the imbalance “self-corrected during July.”
Margins Improved as Quarter Progressed
Chairman and Chief Executive Officer Rick O’Dell said industry conditions became more stable during the second quarter after a challenging first quarter, though the effects of depressed rates and several sub-seasonal quarters remained visible in driver shortages and constrained carrier capacity.
Management said rising fuel and maintenance expenses pressured both the market and the company’s results. However, Proficient said it secured improvements in fuel-surcharge coverage and certain rate adjustments during the quarter. Its operating ratio improved sequentially each month, reaching 95.7% in June, the company’s best monthly operating ratio so far in 2026.
“These trends give us increasing confidence that the industry is moving toward a more balanced and sustainable operating environment,” O’Dell said.
President and Chief Operating Officer Amy Rice said the company has used short-term incentives and surge-rate discussions in geographies where capacity is constrained. According to Rice, the company has found that additional rate support can attract incremental capacity and improve service levels.
Rice said the company expects the market backdrop, including cost trends for fuel, maintenance, supplies and insurance, to remain an important variable. She said Proficient enters 2027 with “a good table set” for improved pricing and cost dynamics, particularly after combining with Hansen & Adkins.
Hansen & Adkins Deal Would Expand North American Footprint
Proficient announced an agreement to acquire Hansen & Adkins, an auto-hauling company with operations in the United States and Canada. Rice said Hansen & Adkins generated more than $400 million in revenue and more than $27 million in EBITDA over the trailing 12 months through March.
The Canadian business represents roughly 13% of Hansen & Adkins’ revenue, according to Rice, and would give Proficient entry into a new market. Management said the combined company would become the largest auto hauler in North America, with a national U.S. footprint and comprehensive Canadian coverage.
On a trailing-12-month basis, the combined business is expected to have more than $800 million in revenue and about $60 million in adjusted EBITDA, management said. Rice said the combined company would participate in roughly one-quarter of the addressable new-vehicle transportation market.
The companies’ fleet and delivery models are complementary. Hansen & Adkins derives about 60% of its revenue from company-delivered freight and 40% from sub-haul activity, compared with Proficient’s greater reliance on sub-haulers. The combination is expected to produce an approximately 50-50 mix between company assets and sub-haul capacity.
Management identified potential benefits from broader geographic density, fleet deployment, improved backhaul opportunities, maintenance insourcing, procurement leverage and general-and-administrative efficiencies. Rice said the integration process is expected to be coordinated over the next six months, noting that the companies already share many enterprise systems and similar organizational values.
Purchase Price, Financing and Outlook
The transaction carries an upfront enterprise value of $130 million, including the assumption of approximately $75 million in equipment financing and $55 million paid to sellers. At closing, Proficient expects to pay $3 million in its common shares and $52 million in cash, subject to adjustments for actual debt assumed.
The deal also includes a potential first-quarter 2027 earn-out tied to achievement of forecast EBITDA for the full year ending Dec. 31, 2026. Proficient said it is restructuring its debt portfolio alongside the acquisition, including a syndicated equipment-financing facility with capacity of up to $120 million and an expected closing balance of approximately $100 million.
The company also placed a seven-year convertible bond with $75 million in face value and obtained a capped call intended to mitigate potential equity dilution. Final terms were expected to be established after the market closed on Aug. 11.
At June 30, Proficient had net debt of $62.3 million, representing a net-debt leverage ratio of 2.1 times trailing-12-month adjusted EBITDA of $30.3 million. Equipment capital expenditures were less than $5 million year to date. The company did not repurchase shares during the second quarter as it preserved capital and debt capacity for the acquisition.
For the second half of 2026, including the acquisition expected to close in mid-third quarter, Proficient forecast revenue of $350 million to $370 million, an operating ratio near 97%, and EBITDA margins of 8% to 9%. Wright said the outlook assumes limited contribution from transaction synergies during 2026, with benefits expected to begin emerging entering 2027.
About Proficient Auto Logistics (NASDAQ:PAL)
Proficient Auto Logistics, Inc 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.
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