RADIANT LOGISTICS INC

Previous wording

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel, labor, and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from the cybersecurity incident that we re…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel, labor, and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from the cybersecurity incident that we re…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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 wording

Transportation revenue was $202.4 million and $173.4 million for the three months ended March 31, 2025 and 2024, respectively. The increase of $29.0 million, or 16.7% is primarily due to incremental revenues generated from acquisitions of $16.7 million. Adjusted transportation gross profit was $51.4 million and $47.4 million for the three months ended March 31, 2025 and 2024, respectively. Net transportation margins decreased from 27.3% to 25.4%, primarily due to increases in ocean revenues, which have lower gross profit margin characteristics than other service levels.

Previous 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%.

Current wording

Value-added services revenue was $11.6 million and $11.1 million for the three months ended March 31, 2025 and 2024, respectively. Adjusted value-added services gross profit was $6.8 million for the three months ended March 31, 2025, compared to $5.8 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 51.7% to 58.1%.

Previous 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.

Current wording

Operating partner commissions decreased $0.8 million, or 4.1%, to $19.3 million for the three months ended March 31, 2025. The decrease is primarily due to 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 469 basis points to 33.1% from 37.8% for the three months ended March 31, 2025 and 2024, respectively, as a result of a higher percentage of adjusted gross profit generated from Company-owned locations.

Previous wording

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 wording

Personnel costs increased $1.1 million, or 5.3%, to $20.5 million for the three months ended March 31, 2025. The increase is primarily due to an increase in headcount from acquisitions. As a percentage of adjusted gross profit, personnel costs decreased 140 basis points to 35.2% from 36.6% for the three months ended March 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Selling, general and administrative (“SG&A”) expenses decreased $0.3 million, or 2.6%, to $9.7 million for the three months ended March 31, 2025. The decrease is primarily due to lower professional services fees, partially offset by increased facilities costs from acquisitions. As a percentage of adjusted gross profit, SG&A decreased 210 basis points to 16.7% from 18.8% for the three months ended March 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Depreciation and amortization costs increased $0.4 million, or 8.7%, to $4.9 million for the three months ended March 31, 2025. 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 decreased 6 basis points to 8.5% from 8.5% for the three months ended March 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Our increase in net income is driven principally by increased adjusted gross profit, partially offset by increased other expenses and income tax expense compared to the comparable prior year period.

Previous wording

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 wording

Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, and gains or losses from changes in fair value of contingent consideration, which are difficult to predict.

Previous wording

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 wording

The following table summarizes revenues, cost of transportation and other services, and adjusted gross profit by reportable operating segments for the nine months ended March 31, 2025 and 2024:

Previous 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.

Current wording

Transportation revenue was $646.3 million and $559.2 million for the nine months ended March 31, 2025 and 2024, respectively. The increase of $87.1 million, or 15.6%, is primarily due to meaningful project charter revenues of $58.5 million and additional incremental revenues generated from acquisitions of $28.8 million. Adjusted transportation gross profit was $158.6 million and $155.8 million for the nine months ended March 31, 2025 and 2024, respectively. Net transportation margins decreased from 27.9% to 24.5%, primarily due to project charter revenues and increases in ocean revenues, which have lower gross profit margin characteristics than other service levels.

Previous wording

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 wording

Value-added services revenue was $35.8 million and $37.2 million for the nine months ended March 31, 2025 and 2024, 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 $20.4 million for the nine months ended March 31, 2025, compared to $20.2 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 54.2% to 57.0%.

Previous wording

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 wording

The following table provides a reconciliation for the nine months ended March 31, 2025 and 2024 of adjusted gross profit to gross profit, the most directly comparable GAAP measure:

Previous wording

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 wording

The following table compares condensed consolidated statements of comprehensive income data by reportable operating segments for the nine months ended March 31, 2025 and 2024:

Previous wording

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 wording

Operating partner commissions decreased $12.4 million, or 17.7%, to $57.3 million for the nine months ended March 31, 2025. 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 757 basis points to 32.0% from 39.6% for the nine months ended March 31, 2025 and 2024, respectively, as a result of a higher percentage of adjusted gross profit generated from Company-owned locations.

Previous wording

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 wording

Personnel costs increased $0.8 million, or 1.4%, to $59.6 million for the nine months ended March 31, 2025. The increase is primarily due to an increase in headcount from acquisitions, offset by the share-based compensation benefit in the period. As a percentage of adjusted gross profit, personnel costs decreased 12 basis points to 33.3% from 33.4% for the nine months ended March 31, 2025 and 2024, respectively.

Previous wording

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 wording

SG&A expenses increased $0.9 million, or 3.0%, to $30.9 million for the nine months ended March 31, 2025. The increase is primarily due to increased technology spending, facilities costs from acquisitions, and travel costs, partially offset by lower professional service fees. As a percentage of adjusted gross profit, SG&A increased 21 basis points to 17.3% from 17.0% for the nine months ended March 31, 2025 and 2024, respectively.

Previous wording

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 wording

Depreciation and amortization costs increased $1.4 million, or 10.0%, to $14.8 million for the nine months ended March 31, 2025. 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 62 basis points to 8.3% from 7.6% for the nine months ended March 31, 2025 and 2024, respectively.

Previous wording

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 wording

Our increase in net income is driven principally by decreased operating partner commissions, partially offset by lease termination costs, and increased income tax expense compared to the comparable prior year period.

Previous wording

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 wording

Our future financial results may be impacted by amortization of intangible assets resulting from acquisitions, and gains or losses from changes in fair value of contingent consideration, which are difficult to predict.

Previous wording

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 wording

The following table provides a reconciliation for the nine months ended March 31, 2025 and 2024 of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:

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 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.

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 March 31, 2025, we have $19.0 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 $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.

Current wording

Net cash provided by operating activities was $10.2 million and $16.0 million for the nine months ended March 31, 2025 and 2024, 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 nine months ended March 31, 2025 decreased by $5.8 million, compared with the same period in fiscal year 2024, primarily due to net changes in operating assets and liabilities offset by increased net income.

Previous 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.

Current wording

Net cash used for investing activities was $29.8 million and $8.9 million for the nine months ended March 31, 2025 and 2024, respectively. Cash paid for acquisitions were $25.7 million and $2.0 million for the nine months ended March 31, 2025 and 2024, respectively. Cash paid for purchases of property, technology, and equipment were $4.2 million and $7.2 million for the nine months ended March 31, 2025 and 2024, respectively. Proceeds from sale of property, technology, and equipment were $0.1 million and $0.2 million for the nine months ended March 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Net cash provided by financing activities was $13.9 million and net cash used for financing activities was $8.3 million for the nine months ended March 31, 2025 and 2024, respectively. Net proceeds from the Revolving Credit Facility were $15.0 million for the nine months ended March 31, 2025. There were no proceeds or repayments for the nine months ended March 31, 2024. Repayments of notes payable and finance lease liabilities were $0.6 million and $3.9 million for the nine months ended March 31, 2025 and 2024, respectively. Payments for repurchases of common stock were $0.7 million and $3.1 million for the nine months ended March 31, 2025 and 2024, respectively. Payments of contingent consideration were $0.3 million for each of the nine months ended March 31, 2025 and 2024, respectively. Distributions to non-controlling interest were $0.2 million and $0.5 million for the nine months ended March 31, 2025 and 2024, respectively. Proceeds from exercise of stock options were $1.2 million and less than $0.1 million for the nine months ended March 31, 2025 and 2024, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.6 million and $0.4 million for the nine months ended March 31, 2025 and 2024, respectively.

Previous wording

As of December 31, 2024, there were no borrowings outstanding on the Revolving Credit Facility. The Company was in compliance with its covenants.

Current wording

As of March 31, 2025, borrowings outstanding on the Revolving Credit Facility were $15.0 million. The Company was in compliance with its covenants.