The acquisition adds significant scale and geographic reach (including Canada) to PAL's vehicle logistics business. Monitor the final purchase price allocation and any measurement-period adjustments, as well as the earnout outcome based on 2026 EBITDA, which could add up to $22.1M in consideration. The convertible notes and equipment debt increase leverage; watch for integration execution and margin trends in upcoming quarters.
Price Chart
Executive Summary
Proficient Auto Logistics, Inc. (PAL) filed an amended 8-K/A providing audited and unaudited financial statements of Hansen & Adkins (H&A) and MCL McGill Carriers Ltd., which were acquired on August 13, 2026. The acquisition had a base purchase price of $130 million, adjusted to preliminary consideration of $62.8 million, financed via $75M in 5.500% convertible notes and $82M in equipment debt. The pro forma combined statements show a net loss for the year ended December 31, 2025, and the six months ended June 30, 2026, reflecting acquisition-related costs and financing expenses.
Key Facts
- PAL completed acquisition of H&A and MCL on August 13, 2026 for preliminary consideration of $62.8 million ($60.5M cash + $2.2M in 421,354 PAL shares).
- Base purchase price was $130 million, adjusted for $72.8M closing indebtedness, $6.1M cash, $1.9M transaction expenses, and $0.1M net working capital.
- Sellers are eligible for up to $22.1M in contingent earnout consideration based on 2026 EBITDA; preliminary fair value estimated at $0.
- Acquisition financed via $75M 5.500% convertible notes due 2033 and $82M M&T equipment financing; $9.2M paid for capped calls.
- Pro forma combined net loss for FY2025: $38.2M; for H1 2026: $11.6M.
- H&A FY2025 revenue: $345.2M, net income attributable to H&A: $6.85M (vs. net loss of $4.4M in FY2024).
- MCL FY2025 revenue: $49.4M, net income: $1.27M (vs. $0.22M in FY2024).
- Preliminary purchase price allocation includes $18.2M in identifiable intangible assets and $22.8M in goodwill.
- H&A's revenue declined to $160.4M in H1 2026 from $169.7M in H1 2025; net income attributable to H&A fell to $1.72M from $3.57M.
- MCL's revenue grew to $27.3M in H1 2026 from $25.8M in H1 2025; net income fell to $0.05M from $0.90M.
Financial Impact
Acquisition consideration of $62.8M; combined pro forma net loss of $38.2M for FY2025 and $11.6M for H1 2026; H&A revenue $345.2M (FY2025) and $160.4M (H1 2026); MCL revenue $49.4M (FY2025) and $27.3M (H1 2026).
Risk Factors
- Preliminary purchase price allocation subject to revision; goodwill and intangible asset values may change materially.
- Integration of H&A and MCL may not achieve expected synergies; H&A's H1 2026 revenue and net income declined year-over-year.
- Increased leverage from $75M convertible notes and $82M equipment debt; interest expense will be higher.
- Earnout contingent on 2026 EBITDA; failure to meet targets could result in no additional consideration and may signal underperformance.
- Customer concentration: H&A's top 4 customers accounted for 68.7% of H1 2026 revenue; MCL's top 3 customers for ~67% of revenue.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K/A Filing (Primary) | 0001213900-26-112185 |
| Document: ea030936701ex99-7.htm | 0001213900-26-112185 |
| Document: ea030936701ex99-4.htm | 0001213900-26-112185 |
| Document: ea030936701ex99-5.htm | 0001213900-26-112185 |
| Document: ea030936701ex99-6.htm | 0001213900-26-112185 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | 8-K/A | $2.71 | awaiting T+5 | — | $2.55 (−5.90%) |
Oct 23, 2026 3d ago | SC 13G | $2.71 | awaiting T+5 | — | $2.55 (−5.90%) |
Oct 7, 2026 19d ago | SC 13G/A | $3.42 $3.34 | ▼ −2.34% | ▼ −1.36% | $2.55 (−25.44%) |
Oct 5, 2026 21d ago | 8-K | $3.42 $3.51 | ▲ +2.63% | ▲ +2.77% | $2.55 (−25.44%) |
Oct 5, 2026 21d ago | Press Release | $3.42 $3.51 | ▲ +2.63% | ▲ +2.77% | $2.55 (−25.44%) |
Aug 21, 2026 9w ago | Insider Cluster | $5.30 $5.04 | ▼ −4.91% | ▼ −5.37% | $2.55 (−51.89%) |
Aug 14, 2026 10w ago | Insider Cluster | $5.89 $5.30 | ▼ −10.02% | ▼ −8.83% | $2.55 (−56.71%) |
Aug 14, 2026 10w ago | 8-K | $5.50 $5.33 | ▼ −3.09% | ▼ −1.72% | $2.55 (−53.64%) |
Aug 10, 2026 11w ago | 8-K | $5.10 $5.62 | ▲ +10.20% | ▲ +10.60% | $2.55 (−50.00%) |
Aug 10, 2026 11w ago | Press Release | $5.10 $5.62 | ▲ +10.20% | ▲ +10.60% | $2.55 (−50.00%) |
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