Exhibit 99.6

 

MCL McGill Carriers Ltd.

 

Financial Statements (Unaudited) for the Six Months ended June 30, 2026 and 2025

 

 

 

 

 

TABLE OF CONTENTS

 

financial Statements    
Balance Sheets (Unaudited)   1
Statements of Operations and Comprehensive Income (Unaudited)   2
Statements of Changes in Stockholders’ Equity (Unaudited)   3
Statements of Cash Flows (Unaudited)   4
Notes to the Financial Statements (Unaudited)   5-7

 

i

 

 

MCL McGill Carriers Ltd.

Balance Sheets as of June 30, 2026 and December 31, 2025

(Unaudited)

 

   June 30,
2026
   December 31,
2025
 
ASSETS        
Current assets:        
Cash  $1,274,264   $2,465,050 
Accounts receivable, net   5,618,528    3,718,535 
Prepaid expenses   291,455    462,181 
Total current assets   7,184,247    6,645,766 
           
Non-current assets:          
Property and equipment, net   12,104,068    9,977,474 
Right-of-use asset, net   1,067,053    1,243,871 
Total assets  $20,355,368   $17,867,111 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $2,988,594   $2,096,589 
Accrued liabilities   1,459,998    1,445,956 
Income taxes payable   138,697    143,950 
Long-term debt, current   2,505,778    2,343,836 
Operating lease liabilities, current   491,628    431,654 
Finance lease liabilities, current   104,218    104,817 
Total current liabilities   7,688,913    6,566,802 
           
Non-current liabilities:          
Long-term debt   6,632,763    4,825,063 
Operating lease liabilities   505,566    704,802 
Finance lease liabilities   85,187    140,698 
Deferred income taxes   1,457,887    1,562,152 
Total liabilities   16,370,316    13,799,517 
           
Commitments and contingencies (Note 6)          
           
Stockholders’ equity:          
Common stock   1    1 
Accumulated other comprehensive loss   (163,841)   (26,597)
Retained earnings   4,148,892    4,094,190 
Total stockholders’ equity   3,985,052    4,067,594 
Total liabilities and stockholders’ equity  $20,355,368   $17,867,111 

 

The accompanying notes to the financial statements are an integral part of these statements.

 

1

 

 

MCL McGill Carriers Ltd.

Statements of Operations and Comprehensive Income for the six months ended June 30, 2026 and 2025

(Unaudited)

 

   Six months ended June 30, 
   2026   2025 
Operating revenue        
Transportation revenue  $22,681,519   $22,018,113 
Fuel revenue   4,582,939    3,777,266 
Total operating revenue   27,264,458    25,795,379 
Operating expenses          
Salaries & wages   5,721,814    5,193,974 
Fuel & fuel taxes   2,664,918    2,310,123 
Purchased transportation   12,318,647    10,362,980 
Truck expenses   3,044,229    3,511,380 
Depreciation & amortization   1,058,541    1,102,193 
Gain on sale of equipment   -    (23,746)
Insurance & claims   1,022,179    1,114,561 
General & administrative   964,209    744,137 
Total operating expenses   26,794,537    24,315,602 
Operating income   469,921    1,479,777 
Other income and (expense)          
Interest expense   (347,877)   (303,862)
Other income, net   3,156    22,507 
Foreign exchange (loss) gain   (3,677)   2,667 
Total other expense, net   (348,398)   (278,688)
Income before income taxes   121,523    1,201,089 
Income tax expense   66,821    302,674 
Net income   54,702    898,415 
           
Other comprehensive (loss) income:          
Currency translation adjustment   (137,244)   203,914 
Comprehensive (loss) income  $(82,542)  $1,102,329 

 

The accompanying notes to the financial statements are an integral part of these statements.

 

2

 

 

MCL McGill Carriers Ltd.

Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2026 and 2025

(Unaudited)

 

   Common Stock
Shares
   Amount   Accumulated
Other
Comprehensive
Loss
   Retained
Earnings
   Total Equity 
Balance, December 31, 2025   100   $1   $(26,597)  $4,094,190   $4,067,594 
Net income   -    -    -    54,702    54,702 
Currency translation adjustment   -    -    (137,244)   -    (137,244)
Balance, June 30, 2026   100   $1   $(163,841)  $4,148,892   $3,985,052 

 

   Common Stock
Shares
   Amount   Accumulated
Other
Comprehensive
Income (Loss)
   Retained
Earnings
   Total Equity 
Balance, December 31, 2024   100   $1   $(191,378)  $3,325,116   $3,133,739 
Dividends declared   -    -    -    (174,609)   (174,609)
Net income   -    -    -    898,415    898,415 
Currency translation adjustment   -    -    203,914    -    203,914 
Balance, June 30, 2025   100   $1   $12,536   $4,048,922   $4,061,459 

 

The accompanying notes to the financial statements are an integral part of these statements.

 

3

 

 

MCL McGill Carriers Ltd

Statements of Cash Flows for the six months ended June 30, 2026 and 2025

(Unaudited)

 

   For the six months ended
June 30,
 
   2026   2025 
Cash flows from operating activities        
Net income  $54,702   $898,415 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   1,007,642    1,053,035 
Amortization of finance lease right-of-use assets   50,899    49,158 
Gain on sale of equipment   -    (23,746)
Noncash operating lease costs   220,592    177,138 
Changes in operating assets and liabilities:          
Accounts receivable   (2,085,057)   (1,167,890)
Prepaid expenses   159,999    (145,685)
Income taxes   (121,034)   174,494 
Other assets   -    22,930 
Accounts payable and accrued liabilities   1,055,077    187,375 
Operating lease liabilities   (236,492)   (173,696)
Deferred income taxes   66,821    82,010 
Net cash flows provided by operating activities  $173,149   $1,133,538 
           
Cash flows from investing activities          
Purchase of equipment   (99,172)   (321,533)
Proceeds from sale of equipment   -    113,999 
Net cash flows used by investing activities  $(99,172)  $(207,534)
           
Cash flows from financing activities          
Dividends paid   -    (230,689)
Repayment of long-term debt   (1,035,131)   (800,621)
Principal payments of finance lease   (49,367)   (59,875)
Payments on related party debt   (131,508)   (127,291)
Net cash flows used by financing activities  $(1,216,006)  $(1,218,476)
           
Net decrease in cash before effect of exchange rate changes   (1,142,029)   (292,472)
Effect of exchange rate changes on cash   (48,757)   129,996 
Net decrease in cash   (1,190,786)   (162,476)
Cash, beginning of period   2,465,050    2,462,438 
Cash, end of period  $1,274,264   $2,299,962 
           
           
Supplementary disclosure of cash flow information:          
Cash paid for interest  $245,248   $206,515 
Cash paid for taxes  $264,676   $45,715 
           
Non-cash investing and financing activity:          
Purchase of equipment by way of long-term debt  $3,441,979   $- 
Right-of-use assets obtained in exchange for new operating leases  $132,070   $- 
Right-of-use assets obtained in exchange for new finance lease liabilities  $-   $60,290 

 

The accompanying notes to the financial statements are an integral part of these statements.

 

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MCL McGill Carriers Ltd

Notes to the Financial Statements

(Unaudited)

 

1.Organization and nature of operations

 

MCL McGill Carriers Ltd. (the “Company”) was incorporated in 2000 under the laws of British Columbia. Its principal business activity is transportation of motor vehicles for the original manufacturers.

 

2.Significant accounting policies and basis of presentation

 

Basis of presentation  — These financial statements and footnotes have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are intended to satisfy the financial statement requirements applicable to an acquired business for inclusion in filings with the U.S. Securities and Exchange Commission. The financial statements present the historical financial position, results of operations, and cash flows of MCL McGill Carriers Ltd. on a stand-alone basis for the periods presented. Subsequent to June 30, 2026, the Company was acquired by Proficient Auto Logistics, Inc. As a result of the transaction, the Company became an indirect subsidiary of Proficient Auto Logistics, Inc. Management believes the accompanying financial statements include all normal recurring adjustments necessary for a fair presentation in accordance with U.S. GAAP.

 

The accompanying condensed financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 are unaudited and have been prepared for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all disclosures required for complete financial statements and should be read in conjunction with the audited financial statements for the years ended December 31, 2025 and 2024. Results of the interim period are not necessarily indicative of results for the full year.

 

U.S. GAAP Conversion — The accompanying financial statements were prepared from the Company’s accounting records, which were maintained in accordance with Canadian Accounting Standards for Private Enterprises (“ASPE”). Certain adjustments and reclassifications have been made to convert the financial statements to conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such adjustments include, but are not limited to, differences in accounting for leases, revenue, and income taxes.

 

Use of estimates — The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. Significant estimates include the accrual for insurance and claims liabilities; income tax liabilities; the useful lives and recoverable amounts of property, plant and equipment.

 

Foreign currency translation — The Company’s functional currency is the Canadian dollar (“CAD”). For reporting purposes, the accompanying financial statements have been translated into U.S. dollars (“USD”). Assets and liabilities are translated at period-end exchange rates, revenues and expenses at average exchange rates, and equity accounts at historical exchange rates. Translation adjustments are recorded in accumulated other comprehensive income.

 

Foreign currency transaction gains and losses arising from transactions denominated in currencies other than the functional currency are included in earnings in the period incurred.

 

Revenue concentration — During the six months ended June 30, 2026 and 2025, the Company had three customers which represented approximately 46%, 12%, and 9%, and 45%, 13%, and 10%, respectively, of total revenue.

 

3.Property and equipment

 

Property and equipment, net of accumulated depreciation, consists of the following:

 

   June 30,
2026
   December 31,
2025
 
Buildings and improvements  $62,906   $60,143 
Furniture and equipment   59,661    61,719 
Machinery and equipment   79,609    82,355 
Software and computer equipment   82,948    85,810 
Transportation equipment   22,171,705    19,137,376 
    22,456,829    19,427,403 
Less accumulated depreciation and amortization   (10,352,761)   (9,449,929)
Property and equipment, net  $12,104,068   $9,977,474 

 

The Company recognized depreciation expense of $1.1 million and $1.1 million during the six months ended June 30, 2026 and 2025, respectively.

 

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MCL McGill Carriers Ltd

Notes to the Financial Statements

 

4. Long-term debt

 

Revolving line of credit

 

As of June 30, 2026 and December 31, 2025, the Company maintains an undrawn revolving line of credit of $0.7 million, bearing interest at the bank’s annual prime lending rate plus 1%, secured by a general security agreement. The revolving line of credit remains undrawn. Fees on the facility were insignificant for the six months ended June 30, 2026 and 2025.

 

Long-term debt

 

Long-term debt consists of equipment financing facilities, each secured by the specific trucks or trailers financed.

 

   June 30,
2026
   December 31,
2025
 
Equipment and vehicle notes payable requiring monthly principal and interest payments totaling approximately $0.2 million. The notes bear interest ranging from 5.74% to 8.67%, maturing between December 2027 and November 2031, and are secured by the Company’s transportation equipment and vehicles  $9,138,541   $7,168,899 
           
Less: current maturities   (2,505,778)   (2,343,836)
           
Total long-term debt  $6,632,763   $4,825,063 

 

Future maturities of long-term debt are as follows:

 

2026 remaining  $1,393,250 
2027   2,959,801 
2028   1,280,705 
2029   995,949 
2030   901,771 
Thereafter   1,607,065 
   $9,138,541 

 

The Company’s equipment financing arrangements are secured by substantially all rights, title and interest in the financed transportation equipment. The Company has two promissory notes payable to Royal Truck Leasing LLC (“Royal Truck”), a company under common control, totaling $0.4 million and $0.5 million as of June 30, 2026 and December 31, 2025, respectively. The notes bear interest at prime plus 1% and are secured on the same basis as the third-party facilities.

 

Interest expense on long-term debt was $0.3 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.

 

5.Related parties

 

The Company is under common ownership with Hansen & Adkins Auto Transport, Inc. (“H&A”) and routinely enters into transactions with H&A and other entities under common ownership and control. These transactions are conducted in the normal course of business.

 

Royal Truck is a separate legal entity and a variable interest entity (“VIE”) for which H&A is the primary beneficiary. The Company leases certain trucks from Royal Truck and has outstanding financing arrangements with Royal Truck.

 

All related-party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties. Management believes these transactions are entered into on terms consistent with those that would be available from unaffiliated third parties for similar services or financing arrangements.

 

Related party transactions

 

The Company’s transactions with related parties for the six months ended June 30, 2026 and 2025 are as follows:

 

Payments for marketing, IT, and other cost sharing services of approximately $0.2 million for the six months ended June 30, 2026 and 2025, respectively which are recorded to general and administrative expenses.

 

6

 

 

MCL McGill Carriers Ltd

Notes to the Financial Statements

 

Related party leases

 

The Company leases five trucks and trailers from Royal Truck. The related agreements are accounted for as finance leases.

 

As of June 30, 2026 and December 31, 2025, the related party finance lease liability consisted of current and long-term portions of $0.1 million. The related finance lease right of use asset had a net book value of $0.1 million and $0.2 million as of June 30, 2026 and December 31, 2025, respectively.

 

The lease has a discount rate of 4.95% and expires on April 30, 2028. Amortization expense related to the finance lease ROU asset was less than $0.1 million for each of the six months ended June 30, 2026 and 2025. Interest expense related to the finance lease liability was less than $0.1 million for each of the six months ended June 30, 2026 and 2025. The Company made base lease payments to Royal Truck of less than $0.1 million for each of the six months ended June 30, 2026 and 2025.

 

At June 30, 2026, the future maturities of the lease liabilities were as follows:

 

For the year ending December 31:    
2026 remaining  $39,846 
2027   79,692 
2028   26,564 
Total undiscounted cash flows   146,102 
Less: present value factor   (6,153)
Total lease liabilities   139,949 
Less: current portion   (74,758)
Total long-term lease liabilities  $65,191 

 

Related party debt

 

The Company has two outstanding promissory notes payable to Royal Truck, a related party under common control, totaling $0.4 million and $0.5 million as of June 30, 2026 and December 31, 2025, respectively. The Company made payments on vehicle loans with Royal of approximately $0.1 million for the six months ended June 30, 2026 and 2025.

 

6.Commitments and contingencies

 

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers’ compensation, auto collision and liability, and physical and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. It is at least reasonably possible that the effect on the financial statements of significant estimates involving contingencies will change within one year of the date of the financial statements due to one or more future confirming events. If such changes occur, they could be material to the financial statements. The Company has disclosed all significant estimates and assumptions that could potentially be affected by future confirming events.

 

7.Subsequent events

 

Management evaluated subsequent events through October 23, 2026, the date the financial statements were available to be issued.

 

On August 13, 2026, the Company was acquired by Proficient Auto Logistics, Inc. As a result of the transaction, MCL McGill Carriers Ltd. became an indirect subsidiary of Proficient Auto Logistics, Inc. The acquisition did not directly affect the Company’s assets, liabilities, or operations as of June 30, 2026, and therefore no adjustments have been made to the accompanying financial statements.

 

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