Exhibit 99.4
HANSEN & ADKINS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2026
TABLE OF CONTENTS
i
INDEPENDENT ACCOUNTANTS’ REVIEW REPORT
To the Stockholders of
Hansen & Adkins, Inc. and subsidiaries:
We have reviewed the accompanying consolidated financial statements of Hansen & Adkins, Inc. and subsidiaries (collectively, the Company), which comprise the consolidated balance sheets as of June 30, 2026 and December 31, 2025, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the six-month periods ended June 30, 2026 and 2025, and the related notes to the consolidated financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the consolidated financial statements as a whole. Accordingly, we do not express such an opinion.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error.
Accountants’ Responsibility
Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the consolidated financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our review.
Accountants’ Conclusion
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America.
/s/ Windes, Inc.
Long Beach, California
October 23, 2026
1
HANSEN & ADKINS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents (variable interest entity restricted: $862,563 - 2026; $1,743,251 - 2025) | $ | 15,246,663 | $ | 17,551,850 | ||||
| Accounts receivable, net of allowance for credit losses of $705,077 - 2026; $654,890 - 2025 | 28,811,492 | 25,241,990 | ||||||
| Prepaid expenses and other current assets | 6,530,826 | 6,287,592 | ||||||
| Due from stockholders | 634,240 | 633,830 | ||||||
| Notes receivable, current portion (variable interest entity restricted: $444,553 - 2026; $532,365 - 2025) | 899,076 | 908,327 | ||||||
| 52,122,297 | 50,623,589 | |||||||
| PROPERTY AND EQUIPMENT, net (variable interest entity restricted: $55,005,224 - 2026; $50,731,727 - 2025) | 56,337,113 | 52,105,596 | ||||||
| OTHER ASSETS | ||||||||
| Notes receivable, noncurrent portion (variable interest entity restricted: $196,849 - 2026; $315,284 - 2025) | 4,799,221 | 4,820,848 | ||||||
| Deposits | 1,542,453 | 574,330 | ||||||
| 6,341,674 | 5,395,178 | |||||||
| TOTAL ASSETS | $ | 114,801,084 | $ | 108,124,363 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 7,851,067 | $ | 7,331,798 | ||||
| Accrued expenses, current portion | 18,451,552 | 16,253,987 | ||||||
| Notes payable, current portion (variable interest entity nonrecourse: $12,409,943 - 2026; $10,975,544 - 2025) | 14,561,749 | 13,121,577 | ||||||
| 40,864,368 | 36,707,362 | |||||||
| NONCURRENT LIABILITIES | ||||||||
| Accrued expenses, noncurrent portion | 8,777,637 | 8,915,072 | ||||||
| Notes payable, noncurrent portion (variable interest entity nonrecourse: $46,479,093 - 2026; $43,846,087 - 2025) | 51,804,487 | 50,327,665 | ||||||
| 60,582,124 | 59,242,737 | |||||||
| COMMITMENTS AND CONTINGENCIES (Notes 1, 8, and 9) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, no par value; 1,000 shares authorized, issued, and outstanding | 120,000 | 120,000 | ||||||
| Additional paid-in capital | 20,915,648 | 20,915,648 | ||||||
| Accumulated deficit | (26,571,042 | ) | (28,169,698 | ) | ||||
| Stockholders’ deficit attributable to Hansen & Adkins, Inc. | (5,535,394 | ) | (7,134,050 | ) | ||||
| Noncontrolling interest | 18,889,986 | 19,308,314 | ||||||
| Total Stockholders’ Equity | 13,354,592 | 12,174,264 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 114,801,084 | $ | 108,124,363 | ||||
See Independent Accountants’ Review Report
The accompanying notes are an integral part of these consolidated financial statements.
2
HANSEN & ADKINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| For the Six-Month Period Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| REVENUE | ||||||||
| Vehicle transportation and related services | $ | 148,583,132 | $ | 161,434,760 | ||||
| Fuel surcharges | 11,800,712 | 8,280,503 | ||||||
| 160,383,844 | 169,715,263 | |||||||
| COST OF REVENUE | 140,627,114 | 144,872,756 | ||||||
| GROSS PROFIT | 19,756,730 | 24,842,507 | ||||||
| OPERATING EXPENSES | ||||||||
| General and administrative expenses | 18,710,304 | 20,244,064 | ||||||
| Gain on sale of property and equipment | (1,675,405 | ) | (542,076 | ) | ||||
| 17,034,899 | 19,701,988 | |||||||
| INCOME FROM OPERATIONS | 2,721,831 | 5,140,519 | ||||||
| OTHER INCOME (EXPENSE) | ||||||||
| Other income | 1,607,209 | 826,238 | ||||||
| Interest expense | (2,173,830 | ) | (1,644,932 | ) | ||||
| Interest income | 215,008 | 255,644 | ||||||
| (351,613 | ) | (563,050 | ) | |||||
| INCOME BEFORE PROVISION FOR | ||||||||
| STATE FRANCHISE TAXES | 2,370,218 | 4,577,469 | ||||||
| PROVISION FOR STATE FRANCHISE TAXES | 291,179 | 321,797 | ||||||
| NET INCOME | 2,079,039 | 4,255,672 | ||||||
| LESS: INCOME ATTRIBUTABLE TO | ||||||||
| NONCONTROLLING INTEREST | 361,176 | 683,861 | ||||||
| NET INCOME ATTRIBUTABLE TO | ||||||||
| HANSEN & ADKINS, INC. | $ | 1,717,863 | $ | 3,571,811 | ||||
See Independent Accountants’ Review Report
The accompanying notes are an integral part of these consolidated financial statements.
3
HANSEN & ADKINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
| Stockholders’ | ||||||||||||||||||||||||
| Deficit | ||||||||||||||||||||||||
| Additional | Attributable to | Total | ||||||||||||||||||||||
| Common | Paid-In | Accumulated | Hansen & | Noncontrolling | Stockholders’ | |||||||||||||||||||
| Stock | Capital | Deficit | Adkins, Inc. | Interest | Equity | |||||||||||||||||||
| BALANCE AT JANUARY 1, 2026 | $ | 120,000 | $ | 20,915,648 | $ | (28,169,698 | ) | $ | (7,134,050 | ) | $ | 19,308,314 | $ | 12,174,264 | ||||||||||
| DISTRIBUTIONS TO STOCKHOLDERS AND MEMBERS | - | - | (119,207 | ) | (119,207 | ) | (779,504 | ) | (898,711 | ) | ||||||||||||||
| NET INCOME | - | - | 1,717,863 | 1,717,863 | 361,176 | 2,079,039 | ||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | 120,000 | $ | 20,915,648 | $ | (26,571,042 | ) | $ | (5,535,394 | ) | $ | 18,889,986 | $ | 13,354,592 | ||||||||||
| BALANCE AT JANUARY 1, 2025 | $ | 120,000 | $ | 20,915,648 | $ | (34,940,785 | ) | $ | (13,905,137 | ) | $ | 19,376,723 | $ | 5,471,586 | ||||||||||
| DISTRIBUTIONS TO STOCKHOLDERS AND MEMBERS | - | - | (42,004 | ) | (42,004 | ) | (177,810 | ) | (219,814 | ) | ||||||||||||||
| NET INCOME | - | - | 3,571,811 | 3,571,811 | 683,861 | 4,255,672 | ||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | 120,000 | $ | 20,915,648 | $ | (31,410,978 | ) | $ | (10,375,330 | ) | $ | 19,882,774 | $ | 9,507,444 | ||||||||||
See Independent Accountants’ Review Report
The accompanying notes are an integral part of these consolidated financial statements.
4
HANSEN & ADKINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six-Month Period Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | 2,079,039 | $ | 4,255,672 | ||||
| Adjustments to reconcile net income to net cash from operating activities: | ||||||||
| Depreciation and amortization | 5,884,237 | 4,409,985 | ||||||
| Gain on sale of property and equipment | (1,675,405 | ) | (542,076 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (3,569,502 | ) | (6,518,714 | ) | ||||
| Prepaid expenses and other current assets | (243,234 | ) | (3,349,504 | ) | ||||
| Deposits | (968,123 | ) | 17,618 | |||||
| Accounts payable and accrued expenses | 2,579,399 | (1,484,881 | ) | |||||
| Net Cash Provided By (Used In) Operating Activities | 4,086,411 | (3,211,900 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Repayments on notes receivable | 30,878 | 542,116 | ||||||
| Advances to stockholders | (410 | ) | (10,762 | ) | ||||
| Purchases of property and equipment | (278,658 | ) | (310,633 | ) | ||||
| Proceeds from sale of property and equipment | 1,702,361 | 646,764 | ||||||
| Net Cash Provided By Investing Activities | 1,454,171 | 867,485 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Repayments on notes payable | (6,947,058 | ) | (4,339,701 | ) | ||||
| Borrowings of notes payable | - | 3,575,000 | ||||||
| Members’ distributions | (779,504 | ) | (177,810 | ) | ||||
| Stockholders’ distributions | (119,207 | ) | (42,004 | ) | ||||
| Net Cash Used In Financing Activities | (7,845,769 | ) | (984,515 | ) | ||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (2,305,187 | ) | (3,328,930 | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 17,551,850 | 18,650,798 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 15,246,663 | $ | 15,321,868 | ||||
See Independent Accountants’ Review Report
The accompanying notes are an integral part of these consolidated financial statements.
5
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies
Nature of Business
Hansen & Adkins, Inc. (Hansen & Adkins) was formed in April 1994 to provide vehicle transportation and related services throughout the United States.
Basis of Accounting
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
Consolidation of Subsidiaries
These consolidated financial statements include the accounts of Hansen & Adkins, its wholly owned subsidiaries, Hansen & Adkins Auto Transport, Inc. (H&A Auto Transport) and Hansen & Adkins Auto Logistics, Inc. (H&A Auto Logistics), and Royal Truck Leasing, LLC (Royal), a variable interest entity (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates and Assumptions
The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Significant items subject to such estimates and assumptions include valuation of accounts receivable, the useful lives of property and equipment, accrued expenses, including damage claims, and accrued workers’ compensation. Actual results could differ from those estimates.
Cash and Cash Equivalents
For the purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers cash on hand and all highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents.
6
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Accounts Receivable
Accounts receivable are stated at the amount management expects to collect from outstanding balances at year-end. The Company extends credit to its customers in the ordinary course of business and mitigates related credit risk by actively pursuing past due accounts. The Company measures expected credit losses on a collective basis when similar characteristics exist using historical experience, current economic conditions, credit ratings, and other relevant factors in its credit estimation process and provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for credit losses based on its assessment.
Balances that are still outstanding after management has made reasonable collection efforts are written off through a charge to the allowance for credit losses and a credit to accounts receivable. The Company maintained an allowance for credit losses of $705,077 as of June 30, 2026 and $654,890 as of December 31, 2025. The Company recognized credit loss expenses of $113,000 and $910,000 during the six-month periods ended June 30, 2026 and 2025, respectively.
Management has elected the practical expedient to assume that current conditions as of June 30, 2026 remain unchanged for the remaining life of accounts receivable. Management has also elected the accounting policy to consider subsequent collection activity through October 23, 2026 when estimating expected credit losses. Accounts receivable collected prior to that date are excluded from the allowance for credit losses.
Concentration of Business and Credit Risk
The Company maintains its cash and cash equivalents at major financial institutions in deposit accounts insured by the Federal Deposit Insurance Corporation. At times, amounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
The Company’s business is concentrated in the transportation of automobiles and related services; accordingly, its performance may be affected by industry trends.
Four and three customers accounted for approximately 68.7% and 53.4% of total revenue for the six-month periods ended June 30, 2026 and 2025, respectively. Four and three customers represented approximately 72.9% and 50.0% of total accounts receivable at June 30, 2026 and December 31, 2025, respectively.
7
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Property and Equipment
Property and equipment items are stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the lease term. Expenditures for maintenance and repairs are expensed as incurred, and expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of income.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets is measured by comparison of the carrying amount of the asset to the net undiscounted future cash flows expected to be generated from the asset. If the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset’s carrying value is adjusted to fair value. To date, no impairment has been recorded.
Fair Value of Financial Instruments
Financial instruments primarily consist of accounts receivable, accounts payable, accrued expenses, and notes payable. The fair values of accounts receivable, accounts payable, and accrued expenses approximate their carrying amounts due to their short-term maturities. The carrying amounts of substantially all of the Company’s outstanding notes payable approximate fair value because their interest rates are based on variable reference rates or rates approximating those currently available to the Company for debt with similar terms.
Accrued Workers’ Compensation
The Company carries insurance policies to cover various risks, primarily general liability and workers’ compensation, under which the Company is liable to reimburse the insurance carrier for a portion of each claim paid. The Company is self-insured for the first $250,000 of each workers’ compensation claim. The Company has accrued a liability for all known claims, as well as those that are incurred but not reported.
8
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Revenue Recognition
The Company derives its revenue primarily from vehicle transportation and related services.
Revenue from contracts with customers is recognized over time as services are performed, as control is continuously transferred to the customer and the customer simultaneously receives and consumes the benefits of the services. Revenue is measured as the amount of total consideration the Company expects to receive in exchange for providing services.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account. For all contracts with customers, the Company contracts to provide distinct services for an established rate, such as transporting an automobile from a port of entry to a dealership. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative standalone selling price of each distinct service. The relative standalone selling price of each distinct service is generally observable based on the terms of the contract. None of the Company’s contracts contain volume-based discounts.
The Company has a fuel surcharge revenue program in place with the majority of customers to recover the majority of fuel costs.
Contract assets relate to the Company’s right to payment for performance completed to date under a contract. Accounts receivable are recorded when the right to payment becomes unconditional.
Contract liabilities relate to payment received in advance of performance under a contract. The Company has no contract liabilities at June 30, 2026 and December 31, 2025.
A summary of accounts receivable is as follows:
| June 30, | June 30, | January 1, | January 1, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Accounts receivable, net | $ | 28,811,492 | $ | 33,015,213 | $ | 25,241,990 | $ | 26,496,499 | ||||||||
9
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Revenue Recognition (Continued)
The following table presents disaggregated revenue recognized by geographic area:
| For the Six-Month Period Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| North | $ | 61,292,338 | $ | 59,888,407 | ||||
| South | 99,091,506 | 109,826,856 | ||||||
| $ | 160,383,844 | $ | 169,715,263 | |||||
Variable Interest Entities
Hansen & Adkins consolidates the assets, liabilities, and results of operations of variable interest entities (VIEs) for which it is the primary beneficiary. Hansen & Adkins has determined that Royal is a VIE for which it is the primary beneficiary and, accordingly, has consolidated Royal in its financial statements as of and for the six-month periods ended June 30, 2026 and 2025.
As a limited liability company (LLC), the members of Royal are not personally liable for the debts, obligations, or liabilities of Royal. The liabilities of Royal consolidated by Hansen & Adkins do not represent additional claims on Hansen & Adkins’ general assets; rather, they represent claims against specific assets of Royal. Likewise, the assets of Royal consolidated by Hansen & Adkins do not represent additional assets available to satisfy claims against Hansen & Adkins’ general liabilities.
Income Taxes
The Company’s stockholders have elected to be taxed as an S corporation for federal and state tax purposes and, as such, the income is taxed directly to the stockholders. There is a 1.5% California franchise tax charged at the corporate level. The Company operates in other state tax jurisdictions that may not recognize S corporation status, resulting in tax being assessed to the Company.
10
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Income Taxes (Continued)
Income taxes are not provided for Royal because, as an LLC, its taxable earnings or losses are reported by, and are the responsibility of, its individual members.
The Company recognizes the effect of income tax positions taken or expected to be taken in a tax return only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are generally three and four years for federal and state tax filings, respectively.
Lease Arrangements
The Company determines if an arrangement contains a lease at inception based on whether the Company has the right to control the asset during the contract period and other facts and circumstances.
The Company’s policy for determining its lease discount rate used for measuring lease liabilities is to use the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, then the Company has elected to use the risk-free discount rate, as permitted by U.S. GAAP, determined using a period comparable with that of the lease term.
The Company has elected a policy to account for short-term leases, defined as any lease with a term of 12 months or less, by recognizing all components of the lease payment in the consolidated statements of income in the period in which the obligation for payment is incurred.
The Company has evaluated all of its lease arrangements and determined that they meet the definition of short-term leases or are below its capitalization policy.
11
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Common Control Leasing Arrangements
The Company leases office facilities from Farquhar Investments, LLC (Farquhar), an entity under common control with the Company (see Note 8). The Company has elected the private-company accounting alternative under ASC 810 not to apply the VIE guidance to legal entities under common control that meet the applicable scope criteria. The election is applied to all current and future legal entities under common control that qualify for the alternative. Accordingly, the Company has not applied the variable interest entity guidance to Farquhar. The Company’s involvement with Farquhar includes the month-to-month leasing arrangement and the related note receivable described in Note 3. The lease is accounted for under the Company’s short-term lease policy election.
Insurance Financing Arrangements
The Company entered into various arrangements to finance certain business insurance premiums, which require payments of up to $316,994 and expire at various dates through June 2027. As of June 30, 2026 and December 31, 2025, amounts outstanding under these arrangements totaled $4,716,464 and $2,239,733, respectively, and are included in accrued expenses on the consolidated balance sheets.
Subsequent Events
Management has evaluated subsequent events from the date of the consolidated balance sheets through October 23, 2026, the date the consolidated financial statements were available to be issued.
On August 10, 2026, the Company entered into a definitive equity purchase agreement to be acquired by Proficient Auto Logistics, Inc. (NASDAQ: PAL). The transaction formally closed on August 14, 2026. Under the terms of the agreement, the upfront purchase price was approximately $130 million, which consisted of approximately $52 million in cash, $3 million in Proficient common stock, and the assumption of approximately $75 million in debt.
12
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 – Summary of Significant Accounting Policies (Continued)
Subsequent Events (Continued)
Additionally, the agreement includes a contingent earnout provision under which the Company’s former owners may receive up to approximately $22.1 million in additional consideration. The earnout is payable primarily in cash, with up to $2 million in Proficient common stock, contingent upon the achievement of specific near-term EBITDA targets. As a result of this transaction, the Company operates as a wholly owned subsidiary of Proficient Auto Logistics, Inc.
NOTE 2 – Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid insurance | $ | 4,722,369 | $ | 2,505,319 | ||||
| Other receivables | 414,634 | 2,583,558 | ||||||
| Prepaid licenses and registrations | 1,076,629 | 758,663 | ||||||
| Other | 317,194 | 440,052 | ||||||
| $ | 6,530,826 | $ | 6,287,592 | |||||
13
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 3 – Notes Receivable
Notes receivable consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Related Parties | ||||||||
| Noninterest-bearing notes receivable from Hansen & Adkins Canada, Ltd. (H&A Canada), a related entity that is owned by the owners of the Company, payable upon demand with repayment not expected in the near future | $ | 2,512,919 | $ | 2,512,919 | ||||
| Note receivable from Farquhar, a related entity that is owned by the owners of the Company, payable in monthly installments of $27,306, including interest at 6.00%, maturing in June 2035 | 2,543,976 | 2,368,607 | ||||||
| Notes receivable from a related entity that is owned by the owners of the Company, from the sale of equipment, payable in monthly installments, including interest at 7.7%, with maturities at various dates through September 2027 | 401,860 | 552,112 | ||||||
| Other | ||||||||
| Notes receivable from the sale of equipment, payable in monthly installments, including interest at rates ranging from 7.5% to 8.0%, with maturities at various dates through September 2027 | 239,542 | 295,537 | ||||||
| 5,698,297 | 5,729,175 | |||||||
| Less current portion | (899,076 | ) | (908,327 | ) | ||||
| Noncurrent portion | $ | 4,799,221 | $ | 4,820,848 | ||||
14
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 4 – Property and Equipment
Property and equipment consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Tractors and trailers | $ | 125,754,394 | $ | 118,436,225 | ||||
| Computer equipment | 1,893,104 | 1,795,372 | ||||||
| Service cars and equipment | 1,154,852 | 1,391,848 | ||||||
| Office furniture | 254,694 | 254,694 | ||||||
| Buildings and leasehold improvements | 794,769 | 794,769 | ||||||
| 129,851,813 | 122,672,908 | |||||||
| Less accumulated depreciation and amortization | (73,720,398 | ) | (70,773,010 | ) | ||||
| 56,131,415 | 51,899,898 | |||||||
| Land | 205,698 | 205,698 | ||||||
| $ | 56,337,113 | $ | 52,105,596 | |||||
Depreciation and amortization expense for the six-month periods ended June 30, 2026 and 2025 totaled $5,884,237 and $4,409,985, respectively.
NOTE 5 – Accrued Expenses
Accrued expenses consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Damage and accident claims | $ | 12,657,623 | $ | 14,232,367 | ||||
| Workers’ compensation | 2,003,763 | 2,045,473 | ||||||
| Payroll and related liabilities | 5,613,948 | 4,247,712 | ||||||
| Insurance financing | 4,716,464 | 2,239,733 | ||||||
| Owner operators’ escrow | 1,374,493 | 1,527,438 | ||||||
| Health insurance | 696,265 | 717,869 | ||||||
| Other | 166,633 | 158,467 | ||||||
| $ | 27,229,189 | $ | 25,169,059 | |||||
NOTE 6 – Line of Credit
The Company entered into a line of credit agreement with a bank for borrowings of up to $20 million. Outstanding balances under this agreement bear interest at the Prime Rate. As of June 30, 2026 and December 31, 2025, there were no amounts outstanding under the line of credit; however, the Company had outstanding standby letters of credit of approximately $5,300,000. The agreement contains certain restrictive covenants and financial reporting requirements and was secured by substantially all of the Company’s assets. The Company was in compliance with these covenants as of June 30, 2026. This credit agreement matures in August 2028.
The agreement provides for two term loans, Term Loan A and Term Loan B, in addition to the line of credit, with maximum principal amounts of $6 million and $10 million, respectively. As of June 30, 2026, no amounts were outstanding under Term Loan A, while $7,075,000 was outstanding under Term Loan B. Interest rates on the term loans are determined based on criteria specified in the agreement.
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HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 7 – Notes Payable
Notes payable consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $2,741 to $61,539, including interest between 5.05% to 7.80%, with maturities at various dates through March 2032 | $ | 11,309,996 | $ | 9,491,330 | ||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments between $2,412 to $86,771, including interest at rates ranging from 2.66% to 7.27%, with maturities at various dates through June 2031 | 9,923,222 | 11,264,394 | ||||||
| Note payable (Term Loan B) to a financial institution, secured by substantially all assets of the Company, payable in monthly installments of $166,667 plus interest at 7.50%, and payable upon maturity in January 2030 | 7,075,000 | 8,075,000 | ||||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $12,310 to $100,000, including interest at rates ranging from 6.37% to 9.00%, with maturities at various dates through May 2031 | 17,886,687 | 19,937,086 | ||||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $7,353 to $38,291, including interest at rates ranging from 5.47% to 6.01%, with maturities at various dates through March 2032 | 9,047,308 | 6,956,394 | ||||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $2,046 to $4,832, including interest at rates ranging from 7.20% to 10.34%, with maturities at various dates through April 2030 | 506,831 | 570,491 | ||||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $28,824 to $37,195, including interest at rates ranging from 5.89% to 6.03%, with maturities at various dates through June 2032 | 3,408,433 | 1,293,729 | ||||||
| Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $36,649, including interest at a rate of 5.87%, with a maturity date in May 2032 | 2,193,651 | - | ||||||
| Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $2,168 to $32,485, including interest at rates ranging from 3.09% to 7.38%, with maturities at various dates through November 2030 | 4,612,908 | 5,308,207 | ||||||
| Various notes payable, secured by related equipment, payable in monthly installments ranging from $769 to $2,854, including interest at rates ranging from 2.90% to 10.99%, with maturities at various dates through December 2029 | 402,200 | 552,611 | ||||||
| 66,366,236 | 63,449,242 | |||||||
| Less current portion | (14,561,749 | ) | (13,121,577 | ) | ||||
| Noncurrent portion | $ | 51,804,487 | $ | 50,327,665 | ||||
Future maturities of the notes payable as of June 30, 2026 are as follows:
| Year Ending | ||||
| June 30, | ||||
| 2027 | $ | 14,561,749 | ||
| 2028 | 15,163,163 | |||
| 2029 | 14,592,635 | |||
| 2030 | 12,504,137 | |||
| 2031 | 7,178,201 | |||
| Thereafter | 2,366,351 | |||
| $ | 66,366,236 | |||
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HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 8 – Related-Party Transactions
Leasing Activities
The Company leases offices from Farquhar, a related party under common ownership, pursuant to a written month-to-month arrangement requiring monthly rental payments of $103,210. Related-party rental expense under this agreement was approximately $620,000 for the six-month periods ended June 30, 2026 and 2025.
Due from Stockholders
At June 30, 2026 and December 31, 2025, the Company has outstanding advances to stockholders totaling $634,240 and $633,830, respectively. The advances are noninterest-bearing, and repayment terms have not been established.
Notes Receivable from Related Parties
At June 30, 2026 and December 31, 2025, the Company has outstanding notes receivable from related parties (see Note 3).
NOTE 9 – Commitments and Contingencies
Operating Leases
In addition to its related-party leases, the Company also leases equipment and facilities under operating leases that are short-term in nature. Rental expense for the six-month periods ended June 30, 2026 and 2025 totaled $1,917,505 and $2,536,340, respectively.
Legal Proceedings
The Company may be subject to various legal proceedings and claims arising in the ordinary course of its business. While the ultimate outcome of these matters is difficult to predict, management recognizes any anticipated losses in excess of insurance limits as expense when they become both probable and reasonably estimable. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.
17
HANSEN & ADKINS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 10 – Employee Benefit Plan
The Company offers a defined contribution employee benefit plan (the Plan) that includes a savings plan under Section 401(k) of the Internal Revenue Code. The Plan covers substantially all employees who have completed three months of consecutive service and are at least 21 years of age. Employees may contribute up to the maximum amount allowed by law, subject to certain Internal Revenue Service limitations. The Company makes a 25% matching contribution on employee contributions to the Plan and may also make discretionary profit-sharing contributions. Employees are immediately vested in their contributions and are vested over a period of five years for employer contributions. For the six-month periods ended June 30, 2026 and 2025, the Company contributed $554,211 and $466,444, respectively, to the Plan.
NOTE 11 – Supplemental Disclosures of Cash Flow Information
Cash paid for interest was $2,173,830 and $1,644,932 for the six-month periods ended June 30, 2026 and 2025, respectively.
Cash paid for state franchise taxes was $291,179 and $321,797 for the six-month periods ended June 30, 2026 and 2025, respectively.
Supplemental Schedule of Noncash Investing and Financing Activities
For the six-month periods ended June 30, 2026 and 2025, the Company sold equipment and vehicles in exchange for notes receivable totaling $110,000 and $64,859, respectively.
For the six-month periods ended June 30, 2026 and 2025, the Company financed $9,864,052 and $20,445,909 of equipment and vehicle purchases, respectively.
18