Proficient Auto Logistics, Inc. Common Stock 2026 Q2 Earnings Call

Please go ahead. 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.

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.

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.

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.

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.

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.

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.

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

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.

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 2.1 times 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.

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.

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.