Business Combinations (Tables)

12 Months Ended

Dec. 31, 2024

Business Combinations [Absrtact]

Schedule of Consideration Transferred

As a result of further refining its estimates and assumptions since the date of the acquisition, the Company recorded measurement period adjustments to the initial opening balance sheet as shown in the tables below.

	Acquisition Date Amounts Recognized			Adjustments			Acquisition Date Amounts Recognized, As Adjusted
Purchase consideration
Cash consideration paid	$	31,580,792		$	-		$	31,580,792
Stock consideration issued		32,888,947			-			32,888,947
Total purchase price	$	64,469,739		$	-		$	64,469,739
Allocation of purchase price
Cash and cash equivalents		3,928,492			300			3,928,792
Accounts receivable		3,928,804			-			3,928,804
Prepaid expenses and other current assets		1,219,052			(300	)		1,218,752
Property and equipment		24,114,360			(1,046,000	)		23,068,360
Operating right-of-use asset		3,429,317			(2,848,030	)		581,287
Deposits		48,041			-			48,041
Intangible assets		36,000,000			-			36,000,000
Accounts payable		(1,938,014	)		(22,170	)		(1,960,184	)
Insurance payable		(614,809	)		(403,999	)		(1,018,808	)
Operating lease liabilities		(3,429,316	)		2,848,030			(581,286	)
Long-term debt		(16,854,781	)		-			(16,854,781	)
Deferred tax liability		(8,182,907	)		(3,264,331	)		(11,447,238	)
Fair value of net assets acquired	$	41,648,239		$	(4,736,500	)	$	36,911,739
Goodwill	$	22,821,500		$	4,736,500		$	27,558,000

	Acquisition Date Amounts Recognized			Adjustments			Acquisition Date Amounts Recognized, As Adjusted
Purchase consideration
Cash consideration paid	$	40,233,554		$	(3,599,373	)1	$	36,634,181
Stock consideration issued		20,907,990			-			20,907,990
Contingent consideration – earn-out		3,095,114			-			3,095,114	2
Total purchase price	$	64,236,658		$	(3,599,373	)	$	60,637,285
Allocation of purchase price
Cash and cash equivalents		153,838			-			153,838
Accounts receivable		9,668,217			(35,000	)		9,633,217
Maintenance supplies		479,012			-			479,012
Prepaid expenses and other current assets		1,309,219			-			1,309,219
Property and equipment		24,070,980			(2,461,198	)		21,609,782
Operating right-of-use asset		1,455,919			-			1,455,919
Net investment in leases		63,389			(36,000	)		27,389
Deposits		2,205,923			71,000			2,276,923
Intangible assets		19,300,000			-			19,300,000
Accounts payable		(5,313,958	)		-			(5,313,958	)
Accrued liabilities		(5,975,871	)		334,494			(5,641,377	)
Line of credit		(2,911,720	)		-			(2,911,720	)
Operating lease liabilities		(1,455,919	)		-			(1,455,919	)
Long-term debt		(7,301,372	)		188,185			(7,113,187	)
Deferred tax liability		(6,161,897	)		1,447,280			(4,714,617	)
Long-term liabilities		-			(2,241,923	)		(2,241,923	)
Fair value of net assets acquired	$	29,585,760		$	(2,733,162	)	$	26,852,598
Goodwill	$	34,650,898		$	(866,211	)	$	33,784,687

1

As of October 9, 2024, as part of the Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Deluxe, the Company and Deluxe acknowledged and agreed to the final calculation of the tangible and intangible assets acquired and liabilities assumed of Deluxe as defined in the Stock Purchase Agreement and a Merger Agreement. As a result, the final consideration is less than the estimated closing consideration. Accordingly, the Company reduced the purchase consideration paid to Deluxe by $3,599,373 as a measurement period adjustment. Payment was received from Deluxe’s sellers on October 11, 2024.

2

On September 30, 2024, the Company evaluated the earn-out and determined the probability of payment was remote and therefore recorded a gain of $3,095,114 in the consolidated statements of operations. There is no remaining earn-out liability expected to be settled as at December 31, 2024.

	Acquisition Date Amounts Recognized			Adjustments			Acquisition Date Amounts Recognized, As Adjusted
Purchase consideration
Cash consideration paid	$	82,185,183		$	-		$	82,185,183
Stock consideration issued		26,575,928			-			26,575,928
Total purchase price	$	108,761,111		$	-		$	108,761,111
Allocation of purchase price
Cash and cash equivalents		2,352,200			-			2,352,200
Accounts receivable		12,108,207			(108,002	)		12,000,205
Maintenance supplies		765,110			(247,875	)		517,235
Assets held for sale		-			74,600			74,600
Income Tax Receivable		-			2,640,127			2,640,127
Prepaid expenses and other current assets		1,899,520			(112,008	)		1,787,512
Property and equipment		21,268,990			(2,457,302	)		18,811,688
Operating right-of-use asset		305,163			-			305,163
Net investment in leases		23,813			-			23,813
Deposits		1,045,911			(55,223	)		990,688
Other long-term assets		480,170			-			480,170
Intangible assets		36,900,000			-			36,900,000
Accounts payable		(2,379,536	)		-			(2,379,536	)
Accrued liabilities		(6,482,594	)		(205,589	)		(6,688,183	)
Income tax payable		(508,891	)		508,891			-
Finance lease liabilities		(151,298	)		-			(151,298	)
Operating lease liabilities		(305,163	)		-			(305,163	)
Long-term debt		(5,920,400	)		-			(5,920,400	)
Deferred tax liability		(7,320,667	)		(2,617,343	)		(9,938,010	)
Fair value of net assets acquired	$	54,080,535		$	(2,579,724	)	$	51,500,811
Goodwill	$	54,680,576		$	2,579,724		$	57,260,300

	Acquisition Date Amounts Recognized			Adjustments			Acquisition Date Amounts Recognized, As Adjusted
Purchase consideration
Cash consideration paid	$	18,763,279		$	(1,320,883	)1	$	17,442,396
Stock consideration issued		13,359,045			589,995			13,949,040
Total purchase price	$	32,122,324		$	(730,888	)	$	31,391,436
Allocation of purchase price
Cash and cash equivalents		2,963,120			-			2,963,120
Accounts receivable		5,270,200			-			5,270,200
Assets held for sale		533,587			-			533,587
Prepaid expenses and other current assets		451,624			-			451,624
Property and equipment		26,642,670			(4,024,458	)		22,618,212
Operating right-of-use asset		805,316			-			805,316
Other long-term assets		829,489			-			829,489
Intangible assets		19,200,000			-			19,200,000
Accounts payable		(2,347,239	)		-			(2,347,239	)
Accrued liabilities		(5,279,472	)		(264,085	)		(5,543,557	)
Income Tax Payable		(78,700	)		-			(78,700	)
Owner operator deposits		(1,245,163	)		-			(1,245,163	)
Lease deposits		(349,126	)		-			(349,126	)
Equipment obligations		(15,113,309	)		-			(15,113,309	)
Operating lease liabilities		(805,316	)		-			(805,316	)
Deferred tax liability		(8,543,273	)		1,675,797			(6,867,476	)
Fair value of net assets acquired	$	22,934,408		$	(2,612,746	)	$	20,321,662
Goodwill	$	9,187,916		$	1,881,858		$	11,069,774

¹ In November 2024, the Company used escrow funds to partially pay for litigation settlement. Further discussion on the settlement can be found in Note 18, Commitments and Contingencies.

	Acquisition Date Amounts Recognized			Adjustments			Acquisition Date Amounts Recognized, As Adjusted
Purchase consideration
Cash consideration paid	$	10,685,499		$	-		$	10,685,499
Stock consideration issued		9,000,055			-			9,000,055
Total purchase price	$	19,685,554		$	-		$	19,685,554
Allocation of purchase price
Cash and cash equivalents		1,721,106			(59,496	)		1,661,610
Accounts receivable		5,538,205			59,496			5,597,701
Prepaid expenses and other current assets		1,788,257			-			1,788,257
Property and equipment		15,770,351			(2,605,233	)		13,165,118
Operating right-of-use asset		8,173,047			(30,247	)		8,142,800
Deposits		540,422			(285,000	)		255,422
Intangible assets		3,500,000			-			3,500,000
Accounts payable		(1,988,465	)		(949,595	)		(2,938,060	)
Accrued liabilities		(59,506	)		(232,112	)		(291,618	)
Operating lease liabilities		(8,173,047	)		30,247			(8,142,800	)
Long-term debt		(11,101,904	)		666,062			(10,435,842	)
Deferred tax liability		(2,110,144	)		(937,329	)		(3,047,473	)
Fair value of net assets acquired	$	13,598,322		$	(4,343,207	)	$	9,255,115
Goodwill	$	6,087,232		$	4,343,207		$	10,430,439

Total Acquisition Date Amounts Recognized

	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	40,233,554	$	82,185,183	$	18,763,279	$	10,685,499	$	183,448,307
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,359,045		9,000,055		102,731,965
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	64,236,658	$	108,761,111	$	32,122,324	$	19,685,554	$	289,275,386
Allocation of purchase price
Fair value of net assets acquired	$	41,648,239	$	29,585,760	$	54,080,535	$	22,934,408	$	13,598,322	$	161,847,264
Goodwill	$	22,821,500	$	34,650,898	$	54,680,576	$	9,187,916	$	6,087,232	$	127,428,122

Total Acquisition Date Amounts Recognized, As Adjusted

	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Purchase consideration
Cash consideration paid	$	31,580,792	$	36,634,181	$	82,185,183	$	17,442,396	$	10,685,499	$	178,528,051
Stock consideration issued		32,888,947		20,907,990		26,575,928		13,949,040		9,000,055		103,321,960
Contingent consideration – earn-out		-		3,095,114		-		-		-		3,095,114
Total purchase price	$	64,469,739	$	60,637,285	$	108,761,111	$	31,391,436	$	19,685,554	$	284,945,125
Allocation of purchase price
Fair value of net assets acquired	$	36,911,739	$	26,852,598	$	51,500,811	$	20,321,662	$	9,255,115	$	144,841,925
Goodwill	$	27,558,000	$	33,784,687	$	57,260,300	$	11,069,774	$	10,430,439	$	140,103,200

	Acquisition Date Amounts Recognized			Adjustments			Acquisition Date Amounts Recognized, As Adjusted
Purchase consideration
Cash consideration paid	$	28,938,295		$	-		$	28,938,295
Stock consideration issued		20,542,136			-			20,542,136
Total purchase price		49,480,431			-			49,480,431
Allocation of purchase price
Cash and cash equivalents		472,862			-			472,862
Accounts receivable		3,339,052			-			3,339,052
Prepaid expenses and other current assets		704,396			-			704,396
Property and equipment		11,724,000			-			11,724,000
Operating right-of-use asset		297,050			-			297,050
Net investment in leases		521,901			-			521,901
Deposits		16,355			-			16,355
Intangible assets		23,300,000			-			23,300,000
Accounts payable		(1,134,536	)		-			(1,134,536	)
Accrued liabilities		(296,229	)		(4,352	)		(300,581	)
Operating lease liabilities		(297,050	)		-			(297,050	)
Long-term debt		(4,700,710	)		-			(4,700,710	)
Deferred Tax Liability		(7,129,446	)		(1,926,791	)		(9,056,237	)
Fair value of net assets acquired	$	26,817,645		$	(1,931,143	)	$	24,886,502
Goodwill	$	22,662,786		$	1,931,143		$	24,593,929

Schedule of Intangible Assets

	Useful Life	Delta		Deluxe		Proficient Transport		Sierra		Tribeca		Total
Customer relationships	15 years	$	34,200,000	$	16,700,000	$	32,600,000	$	16,800,000	$	2,200,000	$	102,500,000
Trade names	10 years		1,800,000		2,600,000		4,300,000		2,400,000		1,300,000		12,400,000
Total		$	36,000,000	$	19,300,000	$	36,900,000	$	19,200,000	$	3,500,000	$	114,900,000

Schedule of Recognized Intangible Assets

The Company recognized intangible assets as follows:

	Useful Life	Auto Transport Group
Customer relationships	15 years	$	22,200,000
Trade names	10 years		1,100,000
Total		$	23,300,000

Schedule of Comparative Expenses of Proficient

There are no comparative expenses of Proficient during the year ended December 31, 2023.

	Unaudited Proforma
	Year Ended December 31,
	2024		2023		2022
Total operating revenue	$	388,761,808	$	418,267,000	$	406,602,017
Total operating income	$	10,943,431	$	32,237,999	$	29,242,841

Total Operating revenue and Operating income of acquirees of the five Founding Companies, ATG, and UTT incorporated within the consolidated financial results of Proficient (acquiror entity) since their acquisition dates comprise the following:

	Successor
	December 31,
	2024
Total Operating Revenue	$	240,854,527
Total Operating Income	$	8,086,898