Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Income taxes

Note 9 — Income taxes

Deferred income tax assets and liabilities consist of the following as of December 31:

	Successor			Predecessor
	December 31,			December 31,
	2024			2023
Deferred tax assets:
Accrued Liabilities	$	450,984		$	356,298
Accounts Receivable and other Reserves		653,752			145,995
Operating Lease Liabilities		2,743,518			—
NOL and other tax attributes		7,160,150			—
Deductible Goodwill		9,256,955			—
Stock Compensation		912,337			—
Other Deferred Assets		1,086,422			—
Total deferred tax asset	$	22,264,118		$	502,293
Deferred tax liabilities:
Prepaid Expenses	$	(2,381,137	)	$	(41,143	)
Property and equipment, net		(28,734,778	)		(2,744,983	)
Intangibles, net		(33,720,352	)		—
Other deferred liabilities		(65,930	)		—
Total deferred tax liability	$	(64,902,197	)	$	(2,786,126	)
Net deferred tax liability	$	(42,638,079	)	$	(2,283,833	)

The Company has a Federal Net Operating Loss (NOL) of $11.2 million at December 31, 2024 and acquired Federal NOL of $14.2 million from the Predecessor. The net operating losses relate to years after 2017 and are not subject to expiration.  The acquired NOL is subject to limitation on use under IRC 382.  However, based on the calculations, the cumulative limitation applicable for 2025 and forward would allow for unrestricted use as needed in future periods.

There are accompanying State jurisdiction NOLs that vary in amount and carryforward period from the Federal NOL discussion above.  There are also State level applications of IRC 382 in certain jurisdictions.  In general, there is approximately $11.1 M of gross State NOLs from the current period and $10.6M of acquired NOLs from Predecessor that are subject to expiration between 15- and 20-year periods depending upon the State jurisdiction.  Additionally, many states have legislated an annual limitation on use in addition to any IRC 382 considerations.

Income tax expense consists of the following:

	Successor			Predecessor
	Twelve months ended December 31, 2024			Period from January 1,  2024 to May 12, 2024			Twelve months ended December 31, 2023		Twelve months ended December 31, 2022
Current income taxes:
Federal	$	—		$	(2,741,786	)	$	1,136,505	$	1,315,090
State		137,178			88,653			249,571		165,562
Total current income taxes		137,178			(2,653,133	)		1,386,076		1,480,652
Deferred income taxes:
Federal		(785,648	)		(2,891,551	)		769,530		1,592,900
State		(596,914	)		(805,958	)		88,011		57,412
Total deferred income taxes (benefit)		(1,382,562	)		(3,697,509	)		857,541		1,650,312
Total income tax expense	$	(1,245,384	)	$	(6,350,642	)	$	2,243,617	$	3,130,964

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES

The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows:

	Successor			Predecessor
	Twelve months ended December 31, 2024			Period from January 1,  2024 to May 12, 2024			Twelve months ended December 31, 2023			Twelve months ended December 31, 2022
Federal (benefit) tax at statutory rate (21%)	$	(2,041,337	)	$	(4,564,417	)	$	1,973,955		$	2,841,317
State taxes, net of federal benefit		(476,051	)		(574,715	)		284,762			219,563
Change in effective income tax rate											39,033
Permanent differences to return1		1,272,004			149,456			18,432			30,660
Other Discrete		—			(1,360,966	)		(33,532	)		391
Total income tax (benefit) expense	$	(1,245,384	)	$	(6,350,642	)	$	2,243,617		$	3,130,964

(1) For the period twelve months ending December 31, 2024, stock-based compensation deduction limitation accounts for $1.2 million of the permanent item above.

The Founding Companies’ tax years 2019 and forward remain subject to examination by federal and state jurisdictions. The Founding Companies are not currently under an IRS examination as  of the date these financials were available to be issued.

The Company has no uncertain tax positions.