OPERATIONS AND FINANCIAL CONDITION
Special Note Regarding Forward-Looking Statements
The following discussion
and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes and our
Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Unless otherwise indicated,
the terms the “Company,” “we,” “us” and “our” refer to Proficient Auto Logistics, Inc.
and its subsidiaries as a whole, after giving effect to the Combinations (as defined below) and recent acquisitions.
This Quarterly Report contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial
risks and uncertainties. Forward-looking statements generally relate to possible or assume future results of our business, financial
condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because
they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other
similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements
largely on our current expectations and projections regarding future events and trends that we believe may affect our business, financial
condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks,
uncertainties and other factors described in the section entitled “Risk Factors” in this Quarterly Report and the Annual Report,
and elsewhere in this Quarterly Report and the Annual Report. Accordingly, you should not rely upon forward-looking statements as
predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements
will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements.
The risks, uncertainties, and other factors, which are described in more detail herein and in the documents we file with the Securities
and Exchange Commission (the “SEC”), include but are not limited to:
● those related to the private offering of the notes and the use of proceeds therefrom and the capped call transactions;
● the satisfaction of the conditions to the closing of the proposed transaction in a timely manner;
● the ability to recognize the anticipated benefits of the acquisition of H&A;
● the risk that disruptions from the acquisition will harm our business, including current plans and operations;
● the diversion of management’s time and attention from ordinary course business operations to integration of H&A;
● potential adverse reactions or changes to business relationships resulting from the acquisition of H&A;
● the outcome of any legal proceedings that may be instituted against the Company in connection with our acquisition of H&A;
● the economic conditions in the global markets in which we operate;
● our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and customer preferences, and achieve the anticipated benefits and associated cost savings of such strategies and actions;
● our ability to recruit and retain qualified drivers, independent contractors and third-party auto transportation and logistics companies;
● our expectations regarding the successful implementation of the Combinations and other acquisitions;
● geopolitical developments and additional changes in international trade policies and relations;
● the effect of any international conflicts or terrorist activities, including the current conflict in the Middle East, and the conflict between Russia and Ukraine, on the United States and global economies in general, the transportation industry, or us in particular, and what effects these events will have on our costs and the demand for our services;
● our ability to manage our network capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels;
● our ability to compete effectively against current and future competitors;
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● our dependence on the automotive industry, which is directly affected by such external factors as general economic conditions in the United States, Canada and Mexico, trade policies, including tariffs, unemployment rates, fuel price volatility, labor shortages or strikes, consumer confidence, government policies, continuing activities of war, terrorist activities and the availability of affordable new car financing;
● our ability to maintain our profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; and our future financial and operating results;
● our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and
● the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.
We
caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report. In addition,
in light of certain risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly
Report may not occur. The forward-looking statements made in this document relate only to events as of the date on which the statements
are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or
expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
Business Overview
We
are a leading specialized freight company focused on providing auto transportation and logistics services. Formed in connection with the
IPO through the combination of five industry-leading operating companies, we operate one of the largest auto transportation fleets in
North America with an operating fleet with approximately 800 owned assets and employing 724 dedicated employees as of June 30, 2026. From
our 57 strategically located facilities across the United States, we offer a broad range of auto transportation and logistics services,
primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry or regional rail yards
to auto dealerships around the country. We have developed a differentiated business model due to our scale, breadth of geographic coverage
and embedded customer relationships with leading auto original equipment manufacturing companies (“OEMs”). Our customers include
nearly all of the global auto manufacturing companies who participate in the North American market. Additional customers include auto
dealers, auto auctions, rental car companies and auto leasing companies.
Description of the Combinations
On
December 21, 2023, Proficient Auto Logistics, Inc. entered into agreements to acquire in multiple, separate acquisitions, five
operating businesses and their respective affiliated entities, as applicable: (i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient
Transport, and (v) Tribeca (collectively, the “Founding Companies”). On May 13, 2024, the Company completed the IPO of
its common stock, and in connection with the closing of the IPO, the Company also completed the acquisitions of all of the Founding
Companies (the “Combinations”). Thereafter, on August 16, 2024, the Company acquired Auto Transport Group, LC,
(“ATG,” which was converted to a limited liability company after closing), and on November 1, 2024, the Company acquired
Utah Truck & Trailer Repair, LLC, (“UTT,” which subsequently converted into Proficient Repair Services LLC), a
repair facility located at the ATG headquarters terminal in Ogden, Utah. On April 1, 2025, the Company acquired Brothers Auto
Transport, LLC, (“Brothers”), located in Wind Gap, Pennsylvania and on May 27, 2025, the Company acquired PVT Truck & Trailer Repair, LLC, (“PVT”) a repair facility located at the Brothers headquarters. These acquisitions expanded
the Company’s geographic presence and services offered. The Combinations and subsequent acquisitions are accounted for under
ASC 805, Business Combinations. Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the
“accounting acquirer”.
H&A Acquisition
On August 10, 2026, the Company
entered into a definitive agreement to acquire Hansen & Adkins (“H&A”), a vehicle logistics platform with a network
spanning the United States and Canada, and it closed the transaction on August 13, 2026. The upfront purchase price in the transaction
was $130 million, including assumed debt of approximately $75 million. Of the approximately $55 million remaining purchase price, approximately
$3 million was paid in shares of Company Common Stock with approximately $52 million paid in cash. The terms of the transaction also provide
for potential earnout payments of up to approximately $22.1 million, of which $2 million would be payable in shares of Company Common
Stock with the remainder payable in cash. The cash portion of the purchase price was paid with available cash resources and borrowings
under the Company’s existing credit facilities. No amounts related to the acquisition are reflected in the Company’s
condensed consolidated financial statements for the quarter ended June 30, 2026. The accounting assessment for this transaction is still
underway as of the date of this filing.
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Senior Convertible Notes due 2033
In connection with the transaction,
the Company also restructured its debt instruments for efficiency, scalability and interest cost savings. As part of this restructuring,
the Company issued $75 million aggregate principal amount of convertible senior notes due 2033 (the “senior notes”) in a private
offering (the “private offering”) to persons reasonably believed to be qualified institutional buyers in reliance on the exemption
from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended. The issuance and sale of the senior notes
settled and closed on August 13, 2026, as anticipated. The senior notes will be senior, unsecured obligations of the Company and will
mature on August 15, 2033, unless earlier repurchased, redeemed or converted.
Financial Statement Components
Revenue
We
generate revenue by transporting autos for our customers in OEM contract and spot arrangements, secondary market auto moves, and contract
services arrangements. Our OEM contract and spot arrangements provide auto transportation and logistics services through movements of
autos over routes across the United States. Secondary market auto moves are for customers other than OEMs. Our contract services
offering uses Company-owned equipment and third-party capacity to service specific customers and provides services through long-term contracts.
Our business provides services that are geographically diversified but have similar economic and other relevant characteristics, as they
all provide transportation and logistics of automobiles.
We
are typically paid a predetermined rate per unit for our services. Consistent with industry practice, our typical customer contracts do
not guarantee load levels or tractor availability. This gives us and our customers a certain degree of flexibility in response to changes
in auto demand and truck capacity.
Generally,
we receive fuel surcharges on the miles moved for which we are compensated by customers. Fuel surcharges revenue mitigates the effect
of price increases over a negotiated base rate per gallon of fuel; however, these revenues may not fully protect us from all fuel price
volatility, particularly in times of rapid fuel price increases, due to the lag of the increased price being reflected in fuel surcharges
recovery.
Operating
Expenses
Our
most significant operating expenses vary with miles traveled and include (i) fuel and fuel taxes, (ii) driver related expenses,
such as salaries, wages, benefits, training and recruitment, (iii) the cost of purchased transportation that we pay independent contractors
and to third-party carriers and (iv) maintenance of our fleet. Expenses that have both fixed and variable components include
maintenance and truck expenses and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but
also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs include depreciation
of long-term assets, such as revenue equipment and leasing costs for our service center facilities, the compensation of non-driver personnel
and other general and administrative expenses.
We monitor key operating metrics
including the volume of units delivered, average revenue per unit and adjusted operating ratio, as applicable to the portions of our business
that contract on each of these bases.
Critical Accounting Policies and Estimates
In
the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations
and financial position in the preparation of our financial statements in conformity with GAAP. Actual results could differ significantly
from those estimates under different conditions. We believe that the following discussion addresses our most critical accounting policies,
which are those that are most important to the portrayal of our financial condition and results of operations and require management’s
most subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain. See Note 2 of the accompanying consolidated financial statements of the Company for additional information about our critical
accounting policies and estimates.
Property and equipment
Property
and equipment are carried at cost. Depreciation of property and equipment is computed using the straight-line method for
financial reporting purposes and accelerated methods for tax purposes over the estimated useful lives of the related assets (net of
estimated salvage value or trade-in value). We generally use estimated useful lives of five to ten years for trucks and
trailers, classified as transportation equipment. The depreciable lives of our revenue equipment represent the estimated usage
period of the equipment, which may be more or less than the economic lives.
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Periodically,
we evaluate the useful lives and salvage values of our revenue equipment and other long-lived assets based upon, but not limited
to, our experience with similar assets including gains or losses upon dispositions of such assets, conditions in the used equipment market
and prevailing industry practices. Changes in useful lives or salvage value estimates, or fluctuations in market values that are not reflected
in our estimates, could have a material impact on our financial results. We review our property and equipment whenever events or circumstances
indicate the carrying amount of the asset may not be recoverable. An impairment loss equal to the excess of carrying amount over fair
value would be recognized if the carrying amount of the asset is not recoverable.
Business
combinations — We account for business combinations using the acquisition method pursuant to ASC 805, Business Combinations.
For each acquisition, we recognize the assets acquired and liabilities assumed at their respective fair values as of the acquisition date.
Valuations of certain assets acquired, including customer relationships, developed technology and trade names involve significant judgment
and estimation. We use independent valuation specialists to help determine fair value of certain assets and liabilities. Valuations utilize
significant estimates, such as forecasted revenues and profits. Changes in these estimates could significantly impact the value of certain
assets and liabilities. ASC 805 establishes a measurement period to provide us with a reasonable amount of time to obtain the information
necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date.
Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the
accounting had been completed as of the acquisition date. We complete the final fair value determination of the assets acquired and liabilities
assumed for each acquired business as soon as practicable within the measurement period, but not to exceed one year from the acquisition
date.
Goodwill —
Goodwill is recorded when the purchase price paid in a business combination exceeds the fair value of assets acquired and liabilities
assumed. Goodwill is reviewed for impairment on an annual basis, or upon an occurrence of an event or changes in circumstances that indicate
that the carrying value may not be recoverable. In the absence of any indications of potential impairment, the evaluation of goodwill
is performed during the fourth quarter of each year.
Goodwill
impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of
goodwill. When testing goodwill for impairment, we may first perform a qualitative assessment to determine whether the fair value of a
reporting unit is less than its carrying amount. We then complete a quantitative impairment test if the qualitative assessment indicates
that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. If the estimated
fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired, and no additional steps are needed.
If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount
by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
Income
taxes — Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense
in the period that includes the enactment date.
We
evaluate the need for a valuation allowance on deferred tax assets based on whether we believe that it is more likely than not all deferred
tax assets will be realized. A consideration of future taxable income is made as well as on-going prudent feasible tax planning strategies
in assessing the need for valuation allowances. In the event it is determined all or part of a deferred tax asset would not be able to
be realized, management would record an adjustment to the deferred tax asset and recognize a charge against income at that time.
Our
estimates of the potential outcome of any uncertain tax issue is subject to our assessment of relevant risks, facts and circumstances
existing at that time. We account for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”)
740, Income Taxes, and record a liability when such uncertainties meet the more likely than not recognition threshold. Potential accrued
interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.
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Reportable Segments
Our business is organized
into two operating segments, Company Drivers and Subhaulers, which represent the Company’s reportable segments. The Company Drivers
segment offers automobile transport and contract services under an asset-based model. The Company’s Subhaulers segment offers
transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to third-party carriers.
Company Drivers Segment
In our Company Drivers segment,
we generate revenue by transporting autos for our customers in OEM contract and spot arrangements, secondary market auto moves, and
contract services arrangements. Our OEM contract and spot arrangements provide auto transportation and logistics services through movements
of autos over routes across the United States. Secondary market auto moves are for customers other than OEMs. Our contract services
offering uses Company-owned equipment to service specific customers and provides services through long-term contracts. Our
Company Drivers segment provides services that are geographically diversified but have similar economic and other relevant characteristics,
as they all provide Company Drivers carrier services of automobiles. The main factors that affect operating revenue in the Company Drivers
Segment are the average revenue per unit received from customers and the number of vehicles transported.
We are typically paid a predetermined
rate per unit for our Company Drivers services. Our executed contracts generally contain fixed terms and rates and are often used by our
customers with high-service and high-priority freight. We strive to increase our revenues derived from contracts by delivering
a high-quality service and continuing to build upon our relationships and reputation with OEMs.
Our contracts with customers
generally include a fuel surcharge to account for fluctuating fuel prices. Built into the predetermined contract rates with each customer
is a baseline fuel price and when fuel prices rise above this baseline price, our customers compensate us for the variance in the form
of additional revenue. If fuel prices drop below the baseline price, we may in turn owe our customers this variance and record a discount.
This additional revenue/discount is represented on the Fuel Surcharge and Other Reimbursements line in the consolidated financial statements.
In our Company Drivers segment,
our most significant operating expenses vary with miles traveled and include (i) fuel, and (ii) driver-related expenses, such
as wages, benefits, training and recruitment. Expenses that have both fixed and variable components include maintenance and truck expenses
and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component
based on safety, fleet age, efficiency and other factors. Our main fixed costs include depreciation of long-term assets, such as
trucks and trailers (to which we refer as revenue equipment) and service center facilities, the compensation of non-driver personnel
and other general and administrative expenses.
Our Company Drivers segment
requires capital expenditures for the purchase of new revenue equipment. We use a combination of financing leases and secured long-term debt
to acquire revenue equipment. When we finance revenue equipment acquisitions with either finance leases or long-term debt, the asset
and liability are recorded on our consolidated balance sheet, and we record expense under “Depreciation” and “Interest
expense”. We expect our depreciation and interest expense to increase by changes in the quality and value of our revenue equipment
acquired in any given year.
The primary performance indicator
in our Company Drivers segment is operating margin (Company Drivers operating revenue, less Company Drivers operating expenses, as a percentage
of Company Drivers operating revenue). Operating margin can be impacted by the rates charged to customers, Company Drivers pay, fuel,
trucking and maintenance expense.
Subhaulers Segment
In our Subhaulers segment,
we generate revenue by independent owner operators (who run under our DOT authority(ies)) and independent third-party carriers, which
assist in transporting autos for customers in our OEM contract and spot arrangements, and secondary market auto moves. We maintain
the customer relationship, including billing and collection, but outsource the transportation of the loads. The main factors that affect
operating revenue in our Subhaulers segment are our customers’ excess inventory needs, the rates we obtain from customers, the auto
volumes we ship through the Subhaulers segment and our ability to secure capacity using independent contractors and carriers.
The most significant expense
of our Subhaulers segment, which is primarily variable, is the cost of purchased transportation that we pay to independent contractors
and third-party carriers and is included in the “Purchased transportation” line item. This expense generally varies directly
with the amount of Subhauler revenue, rates paid to independent contractors and third-party carriers, and current demand and customer
shipping needs. Other operating expenses are generally fixed and primarily include the compensation and benefits of non-driver personnel
supporting this segment (which are recorded in the “Salaries, wages and benefits” line item).
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The primary performance indicator
in our Subhaulers segment is operating margin (Subhauler operating revenue, less Subhauler operating expenses, as a percentage of Subhauler
operating revenue). Operating margin can be impacted by the rates charged to customers and the rates paid to third-party carriers.
Non-GAAP Financial Measures
We report our financial results
in accordance with GAAP. However, management believes that EBITDA and Operating Ratio provide useful information in measuring our operating
performance, generating future operating plans and making strategic decisions regarding allocation of capital. Management believes this
information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-recurring items.
EBITDA and Operating Ratio
do not have a standardized meaning prescribed by GAAP and therefore they may not be comparable to similarly titled measures presented
by other companies, and it should not be considered in isolation from, or as a substitute for, financial information prepared in accordance
with GAAP.
EBITDA is defined as net income
(loss) for the period adjusted for interest expense, income tax benefit and depreciation expense and intangible amortization expense.
Adjusted EBITDA represents
net income (loss) plus interest expense, income tax benefit, depreciation expense, intangible amortization expense, share-based compensation
expenses, and certain one-time items.
The following table provides
a reconciliation of net income, the most closely comparable GAAP financial measure, to EBITDA and Adjusted EBITDA:
Six months ended June 30, 2026 Six months ended June 30, 2025 Three months ended June 30, 2026 Three months ended June 30, 2025
Total operating revenue $ 203,089,454 $ 210,752,607 $ 109,399,785 $ 115,546,586
Net loss (10,385,549 ) (4,748,518 ) (3,895,448 ) (1,556,833 )
Add Back:
Interest expense 2,829,067 3,408,796 1,432,046 1,837,876
Income tax benefit (2,622,101 ) (1,027,942 ) (814,454 ) (325,321 )
Depreciation 14,778,246 14,135,559 7,171,239 7,646,980
Intangible amortization 4,829,504 4,870,471 2,414,751 2,454,641
EBITDA 9,429,167 16,638,366 6,308,134 10,057,343
EBITDA Margin 4.6 % 7.9 % 5.8 % 8.7 %
Add Back:
Stock-based compensation 2,698,330 2,404,506 1,346,248 1,221,497
Adjusted EBITDA $ 12,127,497 $ 19,042,872 $ 7,654,382 $ 11,278,840
Adjusted EBITDA Margin 6.0 % 9.0 % 7.0 % 9.8 %
Operating ratio is calculated as total operating
expenses as a percentage of operating revenue.
Adjusted operating ratio is
calculated as total operating expenses reduced for share-based compensation expense and amortization of intangibles as a percentage of
operating revenue.
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The following table provides
a reconciliation of total operating revenue and operating (loss) income, to operating margin and adjusted operating margin:
Six months ended June 30, 2026 Six months ended June 30, 2025 Three months ended June 30, 2026 Three months ended June 30, 2025
Total operating revenue $ 203,089,454 $ 210,752,607 $ 109,399,785 $ 115,546,586
Total operating expenses 213,259,039 212,989,755 112,634,816 115,421,228
Operating (loss) income (10,169,585 ) (2,237,148 ) (3,235,031 ) 125,358
Operating Ratio 105.0 % 101.1 % 103.0 % 99.9 %
Add Back:
Stock-based compensation 2,698,330 2,404,506 1,346,248 1,221,497
Intangible amortization 4,829,504 4,870,471 2,414,751 2,454,641
Adjusted Total Operating Expenses 205,731,205 205,714,778 108,873,817 111,745,090
Adjusted Operating Ratio 101.3 % 97.6 % 99.5 % 96.7 %
Results of Operations for the three months ended June 30, 2026 and
2025
Three months ended June 30, 2026 Three months ended June 30, 2025
Operating Revenue
Revenue, before fuel surcharge $ 96,015,610 $ 107,372,359
Fuel surcharge and other reimbursements 11,251,586 6,802,255
Other Revenue 806,532 688,122
Lease Revenue 1,326,057 683,850
Total Operating Revenue 109,399,785 115,546,586
Operating Expenses
Salaries, wages and benefits 22,077,595 22,456,693
Stock-based compensation 1,346,248 1,221,497
Fuel and fuel taxes 8,937,810 6,779,856
Purchased transportation 52,984,044 58,948,018
Truck expenses 7,024,553 6,438,424
Depreciation 7,171,239 7,646,980
Intangible amortization 2,414,751 2,454,641
Loss (Gain) on sale of equipment 51,310 (235,095 )
Insurance premiums and claims 6,091,606 5,382,512
General, selling, and other operating expenses 4,535,660 4,327,702
Total Operating Expenses 112,634,816 115,421,228
Operating (Loss) Income (3,235,031 ) 125,358
Other income and expense
Interest expense (1,432,046 ) (1,837,876 )
Acquisition Costs (23,736 ) (274,705 )
Other (expense) income, net (19,089 ) 105,069
Total other expense, net (1,474,871 ) (2,007,512 )
Loss before income taxes (4,709,902 ) (1,882,154 )
Income tax benefit 814,454 325,321
Net Loss $ (3,895,448 ) $ (1,556,833 )
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Operating Revenue - The Company
generates revenue from two primary sources: transporting freight for customers, including related fuel surcharge revenue and other reimbursements
(Company Drivers), and arranging for the transportation of customer freight by independent contractors and third-party carriers (Subhaulers).
Company Drivers revenue, before fuel surcharges and other reimbursements, is primarily generated through trucking services provided by
the Company’s Company Drivers service offerings to OEMs and the secondary market. Subhaulers revenue before fuel surcharges and
other reimbursements is primarily generated through brokering freight to third-party carriers. Fuel surcharge and other reimbursements
represent additional revenue the Company earns based on mileage driven and other reimbursable costs incurred for which it is compensated
by its customers.
The Company’s total
operating revenue is affected by, among other things, the general level of economic activity in the United States, customer inventory
levels, specific customer demand, the level of capacity in the truckload and brokerage industry, the success of its marketing and sales
efforts and the availability of drivers and third-party carriers.
The Company disaggregates
revenue from contracts with its customers for Company Drivers and Subhaulers operations between (1) revenue, before fuel surcharges
and reimbursements and (2) fuel surcharge and reimbursements.
A summary of the Company’s
revenue generated by type for the periods indicated is as follows:
Three months ended June 30, 2026 Three months ended June 30, 2025
Operating Revenue:
Company Drivers $ 36,690,353 $ 38,619,199
Company Drivers fuel surcharge and other reimbursements 4,043,750 2,721,177
Other Revenue 279,748 112,692
Total Company Drivers revenue 41,013,851 41,453,068
Subhaulers 59,325,257 68,753,160
Subhaulers fuel surcharge and other reimbursements 7,207,836 4,081,078
Other Revenue 526,784 575,430
Lease Revenue 1,326,057 683,850
Total Subhaulers revenue 68,385,934 74,093,518
Total operating revenue $ 109,399,785 $ 115,546,586
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During the second quarter of 2026, we experienced an increase in new
vehicle shipments and dealership operations when compared to the first quarter of 2026, resulting in an additional $10 million in revenue
before fuel surcharge on a sequential basis. Though seasonally adjusted annual rate of automotive sales (“SAAR”) was comparable
in the quarter to the second quarter of 2025, the reduction of capacity across the industry due to more stringent regulatory requirements
and financial pressure hindered the ability to haul additional volume, and year-over-year volume was down.
In the Company Drivers segment,
operating revenues decreased by $0.4 million, or 1.1%, to $41.0 million in the second quarter of 2026 compared to $41.5 million in 2025.
In the Subhaulers segment, operating revenues decreased by $5.7 million, or 7.7%, to $68.4 million in the second quarter of 2026 compared
to $74.1 million in 2025. The decrease in both segments when compared to the second quarter 2025, is a direct result of capacity impacts
in the industry.
Salaries, wages and benefits —
Salaries, wages, and benefits consist primarily of compensation for all employees. Salaries, wages, and benefits are primarily affected
by the amount paid to Company drivers, which is a function of the units delivered. Salaries, wages and benefits are also affected by employee
benefits such as health care and workers’ compensation, and to a lesser extent by the number of, and compensation and benefits paid
to, non-driver employees.
Salaries, wages and benefits
decreased slightly by $0.4 million, or 1.7%, to $22.1 million in the three months ended June 30, 2026 compared to $22.5 million in 2025.
This reduction was mainly due to a decrease in drivers.
Stock-based compensation—
Stock-based compensation consists primarily of compensation for certain employees, officers, and directors as a key component of our overall
compensation strategy.
Stock-based compensation increased
$0.1 million, or 10.2%, to $1.3 million in the three months ended June 30, 2026 compared to $1.2 million in 2025.
Fuel and fuel taxes —
Fuel and fuel taxes consist primarily of diesel fuel expense and fuel taxes for the Company’s company-owned equipment. The primary
factors affecting the Company’s fuel and fuel taxes expense are the cost of fuel per mile and the number of miles driven by Company
drivers.
Fuel and fuel taxes increased
by $2.2 million, or 31.8%, to $8.9 million in the three months ended June 30, 2026 compared to $6.8 million in 2025. The increase in fuel
and fuel taxes was primarily driven by higher fuel prices.
Purchased transportation —
Purchased transportation consists of the payments the Company makes to independent owner-operators and third-party carriers.
Purchased transportation decreased by $5.9 million, or 10.1%, to $53
million in the three months ended June 30, 2026 compared to $58.9 million in 2025. With reduced capacity in the industry, and thus, lower
third party carrier movement, there was lower purchased transportation paid.
Truck expenses —
Truck expenses consist of operating expenses and supplies incurred for ordinary vehicle repairs and maintenance costs, driver on-the-road
expenses and tolls.
Truck expenses and supplies
are primarily affected by the age of the Company’s company-owned and leased fleet of trucks and trailers, the number of miles driven
in a period and driver turnover. Truck expenses increased $0.6 million, or 9.1%, to $7.0 million in the three months ended June 30, 2026
compared to $6.4 million in 2025. The primary increase in truck expenses is due to routine equipment maintenance and repairs and inflationary
costs in these areas.
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Depreciation and amortization —
Depreciation and amortization consist primarily of depreciation for owned trucks and trailers and to a lesser extent computer software
amortization. The primary factors affecting these expense items include the size and age of the Company’s truck and trailer fleets.
Depreciation and amortization
and the loss (gain) on sale of equipment decreased by $0.2 million, or 2.6%, to $7.2 million in the three months ended June 30, 2026 compared
to $7.4 million in 2025. The decrease in depreciation and amortization was largely driven by the reclassification of equipment to assets
held for sale.
Intangible Amortization —
Intangible amortization is the amortization of our intangible assets, including customer relationships and trade names, recognized during
each acquisition, as applicable.
Intangible amortization remained
substantially consistent at $2.4 million in the three months ended 2026 and 2025.
Insurance premiums and
claims — Insurance premiums and claims consist primarily of retained amounts for liability (personal injury and property
damage), physical damage and cargo damage, as well as insurance premiums. The primary factors affecting the Company’s insurance
premiums and claims are the frequency and severity of accidents, trends in the development factors used in the Company’s accruals
and developments in large, prior year claims. The number of accidents tends to increase with the miles we travel and weather conditions.
With our significant retained amounts, insurance claims expense may fluctuate significantly and impact the cost of insurance premiums
and claims from period-to-period, and any increase in frequency or severity of claims or adverse loss development of prior period claims
would adversely affect the Company financial condition and results of operations.
Insurance premiums and claims
increased by $0.7 million, or 13.2%, to $6.1 million in the three months ended June 30, 2026 compared to $5.4 million in 2025. This increase
was driven by an increased number of claims during the quarter.
General, selling, and other
operating expenses — General, selling, and other operating expenses consist primarily of legal and professional services
fees, occupancy and other costs. General, selling, and other operating expenses increased by $0.2 million, or 4.8%, to $4.5 million in
the three months ended June 30, 2026 compared to $4.3 million in 2025. The increase in general, selling, and other operating expenses
was primarily driven by an increase in office lease expenses.
Interest expense, net —
Interest expense, net consists of cash interest, amortization of deferred financing fees, net of any interest income received from financial
institutions. Interest expense, net decreased by $0.4 million, or 22.1%, to $1.4 million in the three months ended June 30, 2026 compared
to $1.8 million in 2025. The decrease was primarily due to lower borrowings on equipment loans during the three months ended June 30,
2026.
Operating ratio —
Operating ratio is calculated as total operating expenses as a percentage of operating revenue. The Company’s operating ratio increased
by 3.1% to 103.0% in 2026 as compared to 99.9% in 2025. The increase in operating ratio is due to lower operating revenues during the
quarter along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s
calculation of operating ratio.
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Adjusted Operating ratio —
Adjusted operating ratio is calculated as total adjusted operating expenses (operating expenses less stock-based compensation and intangible
amortization) as a percentage of operating revenue. The Company’s adjusted operating ratio increased by 2.8% to 99.5% in 2026 as
compared to 96.7% in 2025. The increase in adjusted operating ratio is due to lower operating revenues during the quarter along with increased
fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of
adjusted operating ratio.
EBITDA —
EBITDA decreased by $3.8 million, or 37.3%, to $6.3 million in 2026 compared to $10.1 million in 2025. The decrease was due to lower operating
revenues during the quarter along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures”
section for the Company’s calculation of EBITDA.
Adjusted EBITDA —
Adjusted EBITDA represents net income (loss) plus interest expense, income tax benefit, depreciation expense, intangible amortization
expense, and share-based compensation expenses. Adjusted EBITDA decreased by $3.6 million, or 32.1%, to $7.7 million in 2026 compared
to $11.3 million in 2025. The decrease was due to lower operating revenues during the quarter along with increased fuel cost, insurance
and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of Adjusted EBITDA.
Results of Operations for the six months ended June 30, 2026 and
2025
Six months ended June 30, 2026 Six months ended June 30, 2025
Operating revenue
Revenue, before fuel surcharge $ 182,212,564 $ 194,987,487
Fuel surcharge and other reimbursements 16,916,037 12,230,095
Other Revenue 1,910,732 1,993,867
Lease Revenue 2,050,121 1,541,158
Total operating revenue 203,089,454 210,752,607
Operating Expenses
Salaries, wages and benefits 42,970,439 41,744,796
Stock-based compensation 2,698,330 2,404,506
Fuel and fuel taxes 15,813,808 12,845,111
Purchased transportation 97,598,053 106,156,861
Truck expenses 14,255,346 12,288,270
Depreciation 14,778,246 14,135,559
Intangible amortization 4,829,504 4,870,471
Loss (Gain) on sale of equipment 41,047 (226,314 )
Insurance premiums and claims 11,378,951 10,341,191
General, selling, and other operating expenses 8,895,315 8,429,304
Total Operating Expenses 213,259,039 212,989,755
Operating loss (10,169,585 ) (2,237,148 )
Other income and expense
Interest expense (2,829,067 ) (3,408,796 )
Acquisition Costs (23,736 ) (311,807 )
Other income, net 14,738 181,291
Total other expense, net (2,838,065 ) (3,539,312 )
Loss before income taxes (13,007,650 ) (5,776,460 )
Income tax benefit 2,622,101 1,027,942
Net loss $ (10,385,549 ) $ (4,748,518 )
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A summary of the Company’s revenue generated by type for the
periods indicated is as follows:
Six months ended June 30, 2026 Six months ended June 30, 2025
Operating revenue
Company Drivers $ 70,774,051 $ 69,095,538
Company Drivers fuel surcharge and other reimbursements 6,033,770 4,070,760
Other Revenue 460,941 961,188
Total Company Drivers revenue 77,268,762 74,127,486
Subhaulers 111,438,513 125,891,949
Subhaulers fuel surcharge and other reimbursements 10,882,267 8,159,335
Other Revenue 1,449,791 1,032,679
Lease Revenue 2,050,121 1,541,158
Total Subhaulers revenue 125,820,692 136,625,121
Total Operating revenue $ 203,089,454 $ 210,752,607
In the first quarter of 2026,
there were extended plant shutdowns, a weak seasonally adjusted annual rate of automotive sales (“SAAR”), and severe winter
weather impacting both new vehicle shipments and dealership operations. Then in the second quarter of 2026, though the SAAR increased
and was again comparable to 2025, we were impacted by reduced available capacity following market exits that resulted from several quarters
of sub-seasonal demand and rate pressure that negatively impacted driver and carrier compensation; as a consequence, the available capacity
was not able to ship as many vehicles compared to the year-ago period.
In the Company Drivers segment,
operating revenues increased by $3.2 million, or 4.2%, to $77.4 million in the six months ended June 30, 2026 compared to $74.1 million
in 2025. In the Subhaulers segment, operating revenues decreased by $10.8 million, or 7.9%, to $125.8 million in the six months ended
June 30, 2026 compared to $136.6 million in 2025. The change between Company Drivers and Subhauler revenues was driven by the Company
utilizing more Company drivers during the slow periods to perform hauls compared to third-party carriers. In addition, our third-party
carriers were impacted by reduced capacity.
Salaries, wages and benefits —
Salaries, wages, and benefits consist primarily of compensation for all employees. Salaries, wages, and benefits are primarily affected
by the amount paid to Company drivers, which is a function of the revenue the Company receives for units delivered. Salaries, wages and
benefits are also affected by employee benefits such as health care and workers’ compensation, and to a lesser extent by the number
of, and compensation and benefits paid to, non-driver employees.
Salaries, wages and benefits
increased by $1.2 million, or 2.9%, to $42.9 million in the six months ended June 30, 2026 compared to $41.7 million in 2025 due to employee
additions from the acquisition of Brothers on April 1, 2025.
Stock-based compensation—
Stock-based compensation consists primarily of compensation for certain employees, officers, and directors as a key component of our overall
compensation programs.
Stock-based compensation increased
$0.3 million, or 12.2%, to $2.7 million in the six months ended June 30, 2026 compared to $2.4 million in 2025. The increase between periods
was due to additional restricted and performance-based awards that were issued in early 2026.
Fuel and fuel taxes —
Fuel and fuel taxes consist primarily of diesel fuel expense and fuel taxes for the Company’s company-owned equipment. The primary
factors affecting the Company’s fuel and fuel taxes expense are the cost of fuel per mile and the number of miles driven by Company
drivers.
Fuel and fuel taxes increased
by $3.0 million, or 23.1%, to $15.8 million in the six months ended June 30, 2026 compared to $12.8 million in 2025. The increase in fuel
and fuel taxes was primarily driven by higher fuel prices and the fuel and fuel taxes attributed to the acquisition of Brothers on April
1,2025.
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Purchased transportation —
Purchased transportation consists of the payments the Company makes to owner-operators and third-party carriers.
Purchased transportation decreased
by $8.6 million, or 8.1%, to $97.6 million in the six months ended June 30, 2026 compared to $106.2 million in 2025. The decrease in purchased
transportation was driven by lower subhauler revenue in the 2026 period, resulting from the impact of reduced capacity.
Truck Expenses —
Truck expenses consist of operating expenses and supplies incurred for ordinary vehicle repairs and maintenance costs, driver on-the-road
expenses and tolls.
Truck expenses and supplies
are primarily affected by the age of the Company’s company-owned and leased fleet of trucks and trailers, the number of miles driven
in a period and driver turnover. Truck expenses increased $2.0 million, or 16.0%, to $14.3 million in the six months ended June 30, 2026
compared to $12.3 million in 2025. The primary increase in truck expenses is due to cold-weather-related (during the first quarter of
2026) and routine equipment maintenance and repairs, additions of Brothers acquisition on April 1,2025, and cost inflation in parts and
labor, particularly when using third-party repair shops.
Depreciation and amortization —
Depreciation and amortization consist primarily of depreciation for owned trucks and trailers and to a lesser extent computer software
amortization. The primary factors affecting these expense items include the size and age of the Company’s truck and trailer fleets.
Depreciation and amortization
and the loss (gain) on sale of equipment increased by $0.9 million, or 6.5%, to $14.8 million in the six months ended June 30, 2026 compared
to $13.9 million in 2025. The increase in depreciation and amortization was largely driven by the Brothers acquisition on April 1, 2025.
Intangible Amortization —
Intangible amortization is the amortization of our intangible assets, including customer relationships and trade names, recognized during
each acquisition, as applicable.
Intangible amortization remained
flat at $4.8 million in the six months ended June 30, 2026 and 2025.
Insurance premiums and
claims — Insurance premiums and claims consist primarily of retained amounts for liability (personal injury and property
damage), physical damage and cargo damage, as well as insurance premiums. The primary factors affecting the Company’s insurance
premiums and claims are the frequency and severity of accidents, trends in the development factors used in the Company’s accruals
and developments in large, prior year claims. The number of accidents tends to increase with the miles we travel and severe weather conditions.
With our significant retained amounts, insurance claims expense may fluctuate significantly and impact the cost of insurance premiums
and claims from period-to-period, and any increase in frequency or severity of claims or adverse loss development of prior period claims
would adversely affect the Company financial condition and results of operations.
Insurance premiums and claims
increased by $1.0 million, or 10.0%, to $11.3 million in the six months ended June 30, 2026 compared to $10.3 million in 2025. This increase
was driven by an increased number of claims during the most recent quarter.
General, selling, and other
operating expenses — General, selling, and other operating expenses consist primarily of legal and professional services
fees, occupancy and other costs. General, selling, and other operating expenses increased by $0.5 million, or 5.5%, to $8.9 million in
the six months ended June 30, 2026 compared to $8.4 million in 2025. The increase in general, selling, and other operating expenses was
primarily due to the acquisition of Brothers on April 1, 2025 and an increase in office lease expenses.
Interest expense, net —
Interest expense, net consists of cash interest, amortization of deferred financing fees, net of any interest income received from financial
institutions. Interest expense, net decreased by $0.6 million, or 17.0%, to $2.8 million in the six months ended June 30, 2026 compared
to $3.4 million in 2025. The decrease was primarily due to lower borrowings on equipment loans during the 2026 period.
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Operating ratio —
Operating ratio is calculated as total operating expenses as a percentage of operating revenue. The Company’s operating ratio increased
by 3.9% to 105.0% in 2026 as compared to 101.1% in 2025. The increase in operating ratio is due to lower operating revenues along with
increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation
of operating ratio.
Adjusted Operating ratio —
Adjusted operating ratio is calculated as total adjusted operating expenses (operating expenses less stock-based compensation and intangible
amortization) as a percentage of operating revenue. The Company’s adjusted operating ratio increased by 3.7% to 101.3% in 2026 as
compared to 97.6% in 2025. The increase in adjusted operating ratio is due to lower operating revenues along with increased fuel cost,
insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s calculation of operating ratio.
EBITDA —
EBITDA decreased by $7.2 million, or 43.3%, to $9.4 million in 2026 compared to $16.6 million in 2025. The decrease was due to lower operating
revenues along with increased fuel cost, insurance and truck expenses. See “Non-GAAP Financial Measures” section for the Company’s
calculation of EBITDA.
Adjusted EBITDA —
Adjusted EBITDA represents net income (loss) plus interest expense, income tax benefit, depreciation expense, intangible amortization
expense, and share-based compensation expenses. Adjusted EBITDA decreased by $6.9 million, or 36.3%, to $12.1 million in 2026 compared
to $19.0 million in 2025. The decrease was due to lower operating revenues along with increased fuel cost, insurance and truck expenses.
See “Non-GAAP Financial Measures” section for the Company’s calculation of Adjusted EBITDA.
Liquidity and Capital Resources
Overview
Our business requires substantial
amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal and interest payments
on our debt obligations, lease payments and tax payments when we generate taxable income. Recently, we have financed our capital requirements
with cash flows from operating activities, direct equipment financing, and proceeds from our IPO. We intend to spend between $10 to $15
million per year on new revenue equipment to maintain our desired average age of the fleet. We plan to finance the purchases through a
combination of operating cash flows and direct equipment financing. Additional purchases of revenue equipment in a given year will depend
on new business added as well as management’s desire to shift the mix of delivery to have higher volume in the Company Drivers segment,
which will require growth in the aggregate fleet.
We believe we can fund our
expected cash needs in the short-term, including debt repayment and the capital purchases described above, with projected cash flows from
operating activities, borrowings under our credit facility and direct debt and lease financing that we believe to be available for at
least the next 12 months. Over the long-term, we expect that we will continue to have significant capital requirements, which may
require us to seek additional borrowings or lease financing. The availability of financing will depend upon our financial condition and
results of operations as well as prevailing market conditions.
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Sources of liquidity
In May 2024, we raised money
in the capital markets through an IPO and then subsequently in June 2024 sold additional shares through an over-allotment option. The
approximately $30 million remaining after acquiring the Founding Companies was used to support operations for 2024 and to partially fund
strategic acquisitions. We anticipate that our cash flows from operations and available direct equipment financing will provide adequate
liquidity for our planned capital expenditures during fiscal year 2026. For any new capital expenditures in 2026 and beyond that exceed
our cash flow from operations, we have negotiated credit agreements with financial institutions in amounts sufficient to fund planned
purchases. While we generally control the timing and extent of our capital expenditures, there is no assurance that we can obtain financing
arrangements on terms acceptable to the Company.
Pinnacle LOC
On November 8, 2024, the Company
and certain of its subsidiaries, as borrowers, entered into a Loan and Security Agreement (the “Loan Agreement”) with Pinnacle
Bank, as lender (the “Lender”). The Loan Agreement provides for (i) a delayed draw term loan facility of up to an aggregate
principal amount of $25 million (the “Term Loan Facility”) and (ii) a revolving credit facility of up to an aggregate principal
amount of $20 million at any time outstanding (the “Revolving Credit Facility”), in each case, subject to the terms of the
Loan Agreement. Proceeds of the Term Loan Facility may be used to refinance existing indebtedness of the Company, to finance certain permitted
acquisitions and fees and expenses related thereto, and to pay fees and transaction expenses associated with the Loan Agreement. Proceeds
of the Revolving Credit Facility may be used for general working capital, to pay the fees and transaction expenses associated with the
Loan Agreement, and to pay any of the Company’s obligations thereunder. The loans under the Loan Agreement may be voluntarily prepaid
at any time, in whole or in part, without premium or penalty. The maturity date of the Term Loan Facility is April 2031, and the maturity
date of the Revolving Credit Facility is November 8, 2029.
Borrowings under the Loan
Agreement bear interest at a rate per annum equal to Term SOFR for an interest period equal to one month plus a margin of (x) 2.50% per
annum with respect to any loan under the Term Loan Facility and (y) 2.20% per annum with respect to any loan under the Revolving Credit
Facility. In addition, the Company is required to pay an unused line fee on the unutilized commitments with respect to the Revolving Credit
Facility at the rate of 0.15% per annum.
The Loan Agreement contains
customary affirmative and negative covenants, including covenants that restrict the ability of the Company and its subsidiaries to, among
other things, incur debt, grant liens on their respective assets, engage in mergers and other fundamental changes, make investments, enter
into transactions with affiliates, pay dividends and make other restricted payments, prepay other indebtedness and sell assets, in each
case subject to certain exceptions set forth in the Loan Agreement. The Loan Agreement also requires the Company to maintain (i) a Fixed
Charge Coverage Ratio (as defined in the Loan Agreement) of greater than or equal to 1.25 to 1.00 and (ii) a Funded Debt to Adjusted EBITDA
Ratio (as defined in the Loan Agreement) of less than or equal to 3.00 to 1.00, in each case, as of the end of each fiscal quarter. The
Company was in compliance with its debt covenants as of June 30, 2026.
All obligations under the
Loan Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially
all of the property of the Company and its subsidiaries.
On April 1, 2025, the Company
drew $9.0 million to fund the cash portion of the Brothers Auto Transport, LLC acquisition. On June 30, 2026, the amounts outstanding
on the term debt and the line of credit were approximately $19.5 million and $6.7 million, respectively.
Cash Flows
For the six months ended June
30, 2026, cash flows from operating activities were $0.7 million, a $12.5 million decrease compared to the six months ended June 30, 2025.
We had a decrease in adjusted operating income of $4.3 million to $11.0 million in the six months ended June 30, 2026 compared to $15.3
million in the prior period, after accounting for non-cash adjustments, which was offset by a decrease in working capital of $7.2 million
when comparing period over period.
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For the six months ended June
30, 2026, cash flows used in investing activities were $2.4 million compared to $11.1 million for the six months ended June 30, 2025.
The decrease of $8.7 million when comparing periods is mainly due to the absence of an acquisition in 2026.
For the six months ended June
30, 2026, cash flows used in financing activities were $4.4 million, which was an increase of $0.6 million compared to the six months
ended June 30, 2025. This increase was due to a decrease in borrowings between periods.
Emerging Growth Company Status
We qualify as an “emerging
growth company,” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure
and other requirements that are otherwise applicable generally to public companies. These provisions include: (i) reduced disclosure about
our executive compensation arrangements; (ii) not being required to hold advisory votes on executive compensation or to obtain stockholder
approval of any golden parachute arrangements not previously approved; (iii) an exemption from the auditor attestation requirement
in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and (iv) an
exemption from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical
audit matters in the auditor’s report on the financial statements.
We may take advantage of these
exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging
growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues
of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion
of the IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years;
or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage
of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this Quarterly Report. Accordingly,
the information contained herein may be different from the information you receive from other public companies in which you hold stock.
Additionally, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying
with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards
until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, therefore,
while we are an emerging growth company, we will not be subject to new or revised accounting standards at the same time that they become
applicable to other public companies that are not emerging growth companies. As a result of this election, our financial statements may
not be comparable to those of other public companies that comply with new or revised accounting pronouncements as of public company effective
dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.