Jacksonville-based Proficient Auto Logistics (NASDAQ: PAL) will become North America’s largest finished vehicle logistics platform after agreeing to acquire California-based Hansen & Adkins for $130 million, according to FreightWaves.
Deal terms
The transaction, announced Monday after the market closed, will add 725 company-owned tractor-trailer units to Proficient’s fleet — more than doubling its current size — along with just over $400 million of annual revenue, FreightWaves reported.
The combined entity is expected to haul over four million vehicles annually, roughly one-quarter of the new car market. On a combined basis, the two companies generated roughly $835 million in revenue and $60 million to $65 million in adjusted EBITDA over the last 12 months. The deal price implies a 4.8x last-12-months adjusted EBITDA multiple, or 3.9x after expected cost synergies.
The $130 million purchase price comprises $75 million of assumed debt, $52 million in cash and $3 million in common stock, plus a possible $22.1 million earnout if future EBITDA targets are met. Proficient plans to offer $75 million of convertible notes through a private offering, with proceeds refinancing debt, according to FreightWaves. The deal is expected to close in mid-August.
| Metric | Value |
|---|---|
| Purchase price | $130M ($75M assumed debt + $52M cash + $3M stock + up to $22.1M earnout) |
| Fleet added | 725 company-owned tractor-trailer units |
| Annual revenue added | $400M+ |
| Expected combined volume | 4M+ vehicles per year |
| Combined last-12-months revenue | ~$835M |
| Combined last-12-months adjusted EBITDA | $60M–$65M |
| Implied multiple | 4.8x LTM adjusted EBITDA (3.9x after synergies) |
Quarterly results
Proficient also reported a second-quarter net loss of $3.9 million and revenue of $109 million, down 5% year over year, with its adjusted operating ratio (operating expenses divided by revenue, the inverse of operating margin) deteriorating 280 basis points year over year to 99.5%, according to FreightWaves. Shares fell 10% in after-hours trading following the news.
Total vehicle deliveries on the platform were down 8% year over year to 581,000 units in the second quarter, FreightWaves reported. Revenue per delivery rose slightly at the company-owned fleet but fell 5% across its subhauler segment. The company said deliveries were constrained because it couldn’t find enough capacity in the market; after several quarters of unfavorable economics, many haulers have been forced to close.
Margins were compressed as customer payment cycles lagged quickly rising fuel and driver costs, but improved throughout the period, with June producing a 95.7% adjusted operating ratio.
We believe the auto haul industry is at an inflection point. Regulatory pressures, rising operating costs, and the need to attract and retain drivers are reshaping transportation economics and tightening industry capacity. — Proficient Auto Logistics CEO Rick O’Dell, according to FreightWaves
Proficient CEO Rick O’Dell, according to FreightWaves, also said higher fuel, equipment, and driver-related costs increased expenses and that while discussions with customers were progressing constructively, pricing actions generally lagged cost inflation. Deliveries are forecast to see a normal seasonal pullback in July and August before improving in the fall, and revenue per delivery is expected to step higher.
Market impact
FreightWaves noted there is only one publicly traded auto hauler, making Proficient’s quarterly report a rare look at the transportation side of the vehicle industry. The Hansen & Adkins deal, FreightWaves said, reshapes market capacity and competitive dynamics through major consolidation.
For shippers, logistics managers and 3PL operators moving finished vehicles, the combined platform’s roughly 25% share of the new car market — and the industry’s capacity tightening as haulers exit — points to a more concentrated carrier base and upward pressure on per-vehicle rates, consistent with the company’s expectation that revenue per delivery will step higher.
FreightWaves also highlighted its upcoming events around the F3 conference: the Brokerage Compliance Symposium — a day before F3 covering fraud exposure, carrier liability, FMCSA rules, cargo theft and insurance gaps — along with the F3 Awards Dinner and F3: Future of Freight Festival, which honors FreightTech100 companies and reveals the FreightTech 25 and Shipper of Choice winners.
Watch list
- Deal close: Expected in mid-August, according to FreightWaves.
- Second-half outlook: Proficient forecasts $350 million to $370 million in revenue and a 97% adjusted operating ratio for second-half 2026.
- Seasonal patterns: Deliveries should see a normal July–August pullback, then improve in the fall; revenue per delivery is expected to step higher.
- Earnout trigger: A $22.1 million earnout depends on future EBITDA targets.
- Cost environment: Regulatory pressures, fuel and driver costs, and driver retention will continue to reshape industry economics, per O’Dell.
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