RADIANT LOGISTICS INC
For the period ended Dec 31, 2024. Filed Feb 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 10, 2025
RLGT$8.89-1.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0000950170-24-125601
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-10.
0000950170-25-017143
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 43 previous paragraphs and 63 current paragraphs.
29 unchanged; 13 reworded; 9 added; 1 removed; 0 previous and 12 current paragraphs rearranged.
Tables are not compared: 5 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Personnel costs decreased $0.2 million, or 1.0%, to $19.6 million for the three months ended December 31, 2024. The decrease is primarily due to the share-based compensation benefit in the period, offset by an increase in headcount from acquisitions, higher sales commissions and bonus expenses. As a percentage of adjusted gross profit, personnel costs decreased 98 basis points to 30.9% from 31.9% for the three months ended December 31, 2024 and 2023, respectively.
Current report
Lease termination costs are primarily due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility in British Columbia in order to expand our existing operations.
Current report
(2) Adjusted gross profit is revenues less the cost of transportation and other services.
Current report
Transportation revenue was $443.9 million and $385.8 million for the six months ended December 31, 2024 and 2023, respectively. The increase of $58.1 million, or 15.1%, is primarily due to meaningful project charter revenues and additional incremental revenues generated from acquisitions. Adjusted transportation gross profit was $107.2 million and $108.4 million for the six months ended December 31, 2024 and 2023, respectively. Net transportation margins decreased from 28.1% to 24.1%, primarily due to project charter revenues, which have lower gross profit margin characteristics than other service levels.
Current report
Personnel costs decreased $0.2 million, or 0.5%, to $39.2 million for the six months ended December 31, 2024. The decrease is primarily due to the share-based compensation benefit in the period, offset by an increase in headcount from acquisitions, higher sales commissions and bonus expenses. As a percentage of adjusted gross profit, personnel costs increased 35 basis points to 32.4% from 32.1% for the six months ended December 31, 2024 and 2023, respectively.
Current report
SG&A expenses increased $1.2 million, or 5.8%, to $21.2 million for the six months ended December 31, 2024. The increase is primarily due to increased technology spending, facilities costs from acquisitions, and allowance for credit losses, partially offset by lower professional service fees. As a percentage of adjusted gross profit, SG&A increased 123 basis points to 17.5% from 16.3% for the six months ended December 31, 2024 and 2023, respectively.
Current report
Depreciation and amortization costs increased $0.9 million, or 10.7%, to $9.8 million for the six months ended December 31, 2024. The increase is attributable to amortization of intangible assets from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs increased 91 basis points to 8.1% from 7.2% for the six months ended December 31, 2024 and 2023, respectively.
Current report
Lease termination costs are primarily due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility in British Columbia in order to expand our existing operations.
Current report
(2) Adjusted gross profit is revenues less the cost of transportation and other services.
Removed paragraphs (1)
Previous report
Personnel costs were flat at $19.6 million for the three months ended September 30, 2024 and 2023. As a percentage of adjusted gross profit, personnel costs increased 183 basis points to 34.1% from 32.3% for the three months ended September 30, 2024 and 2023, respectively.
Reworded paragraphs (13)
Previous wording
EBITDA is a non-GAAP measure of income and does not include the effects of interest, taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation expense, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, cybersecurity incident related costs, changes in fair value of interest rate swap contracts, transition and lease termination costs, foreign currency transaction gains and losses, litigation expenses unrelated to our core operations, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our condensed consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and also is a frequent point of discussion with its investors as well as the Company’s earnings calls.
Current wording
EBITDA is a non-GAAP measure of income and does not include the effects of interest, taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, cybersecurity incident related costs, changes in fair value of interest rate swap contracts, lease termination costs, foreign currency transaction gains and losses, litigation expenses unrelated to our core operations, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our condensed consolidated financial statements. The Company’s financial covenants with its lenders define an adjusted EBITDA as a key component of its covenant calculations. The Company’s ability to grow adjusted EBITDA is closely monitored by management as it’s directly tied to financial borrowing capacity and also is a frequent point of discussion with its investors as well as the Company’s earnings calls.
Previous wording
Transportation revenue was $191.8 million and $198.0 million for the three months ended September 30, 2024 and 2023, respectively. The decrease of $6.2 million, or 3.1% is due to the loss of a strategic operating partner offset by increases from several new acquisitions. Adjusted transportation gross profit was $50.8 million and $53.8 million for the three months ended September 30, 2024 and 2023, respectively. Net transportation margins decreased from 27.2% to 26.5%, primarily due to a higher mix of ocean shipments, which have lower gross profit margin characteristics than other modes of transportation.
Current wording
Transportation revenue was $252.1 million and $187.8 million for the three months ended December 31, 2024 and 2023, respectively. The increase of $64.3 million, or 34.2%, is primarily due to meaningful project charter revenues and additional incremental revenues generated from acquisitions. Adjusted transportation gross profit was $56.4 million and $54.6 million for the three months ended December 31, 2024 and 2023, respectively. Net transportation margins decreased from 29.1% to 22.4%, primarily due to project charter revenues, which have lower gross profit margin characteristics than other service levels.
Previous wording
Value-added services revenue was $11.7 million and $12.8 for the three months ended September 30, 2024 and 2023, respectively. The decrease is driven by lower volumes from certain customers compared to the prior year period. Adjusted value-added services gross profit was $6.8 million for the three months ended September 30, 2024, compared to $7.0 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 54.7% to 57.6%.
Current wording
Value-added services revenue was $12.5 million and $13.3 for the three months ended December 31, 2024 and 2023, respectively. The decrease is driven by lower volumes from certain customers primarily in our Canadian segment compared to the prior year period. Adjusted value-added services gross profit was $6.9 million for the three months ended December 31, 2024, compared to $7.4 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 55.7% to 55.2%.
Previous wording
Operating partner commissions decreased $5.0 million, or 20.9%, to $18.8 million for the three months ended September 30, 2024. The decrease is primarily due to a reduction of adjusted gross profit generated from our strategic operating partners, lower freight volumes, and the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions decreased 643 basis points to 32.7% from 39.1% for the three months ended September 30, 2024 and 2023, respectively.
Current wording
Operating partner commissions decreased $6.5 million, or 25.3%, to $19.3 million for the three months ended December 31, 2024. The decrease is primarily due to a reduction of adjusted gross profit generated from our strategic operating partners, and the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions decreased 1,117 basis points to 30.5% from 41.6% for the three months ended December 31, 2024 and 2023, respectively, as a result of a higher percentage of adjusted gross profit generated from Company-owned locations.
Previous wording
Selling, general and administrative (“SG&A”) expenses increased $0.8 million, or 8.9%, to $10.3 million for the three months ended September 30, 2024. The increase is primarily due to increased technology spending, higher travel costs, increased credit losses, and additional facility costs due to recent acquisitions, partially offset by lower professional services fees and bank fees. As a percentage of adjusted gross profit, SG&A increased 235 basis points to 17.9% from 15.6% for the three months ended September 30, 2024 and 2023, respectively.
Current wording
Selling, general and administrative (“SG&A”) expenses increased $0.3 million, or 3.0%, to $10.8 million for the three months ended December 31, 2024. The increase is primarily due to increased technology spending, facility costs from acquisitions, and allowance for credit losses, partially offset by lower professional services fees. As a percentage of adjusted gross profit, SG&A increased 15 basis points to 17.1% from 17.0% for the three months ended December 31, 2024 and 2023, respectively.
Previous wording
Depreciation and amortization costs increased $0.3 million, or 6.2%, to $4.8 million for the three months ended September 30, 2024. The increase is attributable to amortization of intangible assets from prior year acquisitions. As a percentage of adjusted gross profit, depreciation and amortization costs increased 91 basis points to 8.3% from 7.4% for the three months ended September 30, 2024 and 2023, respectively.
Current wording
Depreciation and amortization costs increased $0.6 million, or 15.4%, to $5.0 million for the three months ended December 31, 2024. The increase is attributable to amortization of intangible assets from acquisitions that have occurred since the prior year period. As a percentage of adjusted gross profit, depreciation and amortization costs increased 92 basis points to 8.0% from 7.0% for the three months ended December 31, 2024 and 2023, respectively.
Previous wording
Our increase in net income is driven principally by decreased operating partner commissions, partially offset by decreased adjusted gross profit compared to the comparable prior year period.
Current wording
Our increase in net income is driven principally by decreased operating partner commissions and increased adjusted gross profit, partially offset by lease termination costs and increased income tax expense compared to the comparable prior year period.
Previous wording
Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation expenses recognized on certain computer software as a service.
Current wording
(1) Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation
Previous wording
Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of September 30, 2024, we have $10.4 million in unrestricted cash on hand and access to a revolving credit facility to serve as adequate working capital.
Current wording
Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of December 31, 2024, we have $19.9 million in unrestricted cash on hand and access to a revolving credit facility to serve as adequate working capital.
Previous wording
Net cash provided by operating activities was $0.2 million and $7.9 million for the three months ended September 30, 2024 and 2023, respectively. The cash provided by operating activities primarily consisted of net income adjusted for depreciation and amortization, offset by changes in operating assets and liabilities. Cash flow from operating activities for the three months ended September 30, 2024 decreased by $7.7 million, compared with the same period in fiscal year 2024, primarily due to net changes in accounts receivable, prepaid expenses, accounts payable, and payments of contingent consideration.
Current wording
Net cash provided by operating activities was $15.9 million and $12.1 million for the six months ended December 31, 2024 and 2023, respectively. The cash provided by operating activities primarily consisted of net income adjusted for depreciation and amortization, offset by changes in operating assets and liabilities. Cash flow from operating activities for the six months ended December 31, 2024 increased by $3.8 million, compared with the same period in fiscal year 2024, primarily due to increased net income and net changes in operating assets and liabilities.
Previous wording
Net cash used for investing activities was $13.5 million and $2.5 million for the three months ended September 30, 2024 and 2023, respectively. Cash paid for acquisition was $11.4 million for the three months ended September 30, 2024. Cash paid for purchases of property, technology, and equipment were $2.1 million and $2.5 million for the three months ended September 30, 2024 and 2023, respectively.
Current wording
Net cash used for investing activities was $19.4 million and $4.9 million for the six months ended December 31, 2024 and 2023, respectively. Cash paid for acquisitions were $15.9 million and $0.1 million for the six months ended December 31, 2024 and 2023, respectively. Cash paid for purchases of property, technology, and equipment were $3.6 million and $5.0 million for the six months ended December 31, 2024 and 2023, respectively. Proceeds from sale of property, technology, and equipment were $0.1 million and $0.2 million for the six months ended December 31, 2024 and 2023, respectively.
Previous wording
Net cash used for financing activities was $1.2 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively. Net borrowings under the Revolving Credit Facility were $0.2 for the three months ended September 30, 2024, compared to no net borrowings for the three months ended September 30, 2023. Payments of debt issuance costs were $0.1 million for the three months ended September 30, 2023. Repayments of notes payable and finance lease liabilities were $0.2 million and $1.3 million for the three months ended September 30, 2024 and 2023, respectively. Payments for repurchases of common stock were $0.7 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively. Distribution to non-controlling interest was $0.1 million for the three months ended September 30, 2024. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively.
Current wording
Net cash used for financing activities was $1.4 million and $6.8 million for the six months ended December 31, 2024 and 2023, respectively. Payments of debt issuance costs were $0.1 million for the six months ended December 31, 2023. Repayments of notes payable and finance lease liabilities were $0.4 million and $2.6 million for the six months ended December 31, 2024 and 2023, respectively. Payments for repurchases of common stock were $0.7 million and $3.1 million for the six months ended December 31, 2024 and 2023, respectively. Payments of contingent consideration were $0.1 and $0.3 million for the six months ended December 31, 2024 and 2023, respectively Distributions to non-controlling interest were $0.1 million and $0.3 million for the six months ended December 31, 2024 and 2023, respectively. Proceeds from exercise of stock options were $0.4 and less than $0.1 million for the six months ended December 31, 2024 and 2023, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.6 million and $0.4 million for the six months ended December 31, 2024 and 2023, respectively.
Previous wording
As of September 30, 2024, borrowings outstanding on the Revolving Credit Facility were $0.2 million. The Company was in compliance with its covenants.
Current wording
As of December 31, 2024, there were no borrowings outstanding on the Revolving Credit Facility. The Company was in compliance with its covenants.
Rearranged current paragraphs (12)
Current report — wording carried from elsewhere
(1)Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation
Current report — wording carried from elsewhere
expenses recognized on certain computer software as a service.
Current report — wording carried from elsewhere
Six months ended December 31, 2024 and 2023 (unaudited)
Current report — wording carried from elsewhere
The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the six months ended December 31, 2024 and 2023:
Current report — wording carried from elsewhere
Value-added services revenue was $24.2 million and $26.1 million for the six months ended December 31, 2024 and 2023, respectively. The decrease is driven by lower volumes from certain customers primarily in our Canadian segment compared to the prior year period. Adjusted value-added services gross profit was $13.7 million for the six months ended December 31, 2024, compared to $14.4 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 55.2% to 56.4%.
Current report — wording carried from elsewhere
The following table provides a reconciliation for the six months ended December 31, 2024 and 2023 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:
Current report — wording carried from elsewhere
The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the six months ended December 31, 2024 and 2023:
Current report — wording carried from elsewhere
Operating partner commissions decreased $11.5 million, or 23.2%, to $38.1 million for the six months ended December 31, 2024. The decrease in commissions is primarily due to a reduction of adjusted gross profit generated from our strategic operating partners, and the conversions of strategic operating partners to Company-owned locations who earned commissions in the comparable prior year period. As a percentage of adjusted gross profit, operating partner commissions decreased 887 basis points to 31.5% from 40.4% for the six months ended December 31, 2024 and 2023, respectively, as a result of a higher percentage of adjusted gross profit generated from Company-owned locations.
Current report — wording carried from elsewhere
Our increase in net income is driven principally by decreased operating partner commissions, partially offset by lease termination costs, and increased other income and income tax expense compared to the comparable prior year period.
Current report — wording carried from elsewhere
Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, gains or losses from changes in fair value of contingent consideration, and changes in fair value of interest rate swap contracts, which are difficult to predict.
Current report — wording carried from elsewhere
The following table provides a reconciliation for the six months ended December 31, 2024 and 2023 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:
Current report — wording carried from elsewhere
expenses recognized on certain computer software as a service.