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 prior or future cyber incidents and t…

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 Revolving Credit Facility; 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 prior or future cyber in…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

The following discussion and analysis of our financial condition and result of operations should be read in conjunction with the condensed consolidated financial statements and the related notes and other information included elsewhere in this report.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes and other information included elsewhere in this report.

Previous wording

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), is a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States, Canada, and Mexico. We service a large, broad, and diversified account base consisting of consumer goods, food and beverage, electronics and high-tech, aviation and automotive, military and government, and manufacturing and retail customers, which is supported by an extensive network of operating locations across North America as well as an integrated international service partner network located in other key markets around the globe. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are a number of independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has a vast carrier network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines in its carrier network. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and generally stronger net cash flows than our asset-based competitors.

Current wording

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), is a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States, Canada, and Mexico. We service a large, broad, and diversified account base consisting of consumer goods, food and beverage, electronics and high-tech, aviation and automotive, military and government, and manufacturing and retail customers, which is supported by an extensive network of operating locations across North America, as well as an integrated international service partner network located in other key markets around the world. The Company provides these services through a multi-brand network, which includes over 100 operating locations. Included in these operating locations are independent agents, who are also referred to as “strategic operating partners,” that operate exclusively on the Company's behalf, and approximately 30 Company-owned locations. As the operator of a third-party logistics business, the Company has access to a broad network of asset-based transportation companies, including motor carriers, railroads, airlines and ocean lines. We believe shippers value our services because we are able to objectively arrange the most efficient and cost-effective means, type and provider of transportation service without undue influence caused by the ownership of transportation assets. In addition, our minimal investment in physical assets affords us the opportunity for a higher return on invested capital and generally stronger net cash flows than our asset-based competitors.

Previous wording

Through our operating locations across North America, we offer domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, less than truckload ("LTL"), and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging shipments, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. Our services include arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including materials management and distributions ("MM&D"), customs house brokerage ("CHB") and global trade management ("GTM") solutions which complement our core transportation service offering.

Current wording

Through our operating locations across North America, we offer domestic and international air and ocean freight forwarding and freight brokerage services, including truckload, less than truckload ("LTL"), and intermodal, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging shipments, on behalf of our customers, of materials, products, equipment and other goods that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, DHL and UPS. Our services include arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. We also provide other value-added logistics services, including materials management and distribution ("MM&D"), customs house brokerage ("CHB"), global trade management ("GTM"), and related technology services to complement our core transportation service offering.

Previous wording

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, enhances our ability to efficiently source and manage its transportation capacity.

Current wording

The Company expects to grow its business organically and by completing acquisitions of other companies with complementary geographical and logistics service offerings. The Company’s organic growth strategy will continue to focus on strengthening existing and expanding new customer relationships leveraging the benefit of the Company’s technology platform, while continuing its efforts on the organic build-out of the Company’s network of strategic operating partner locations. In addition, as the Company continues to grow and scale its business, the Company believes that it is creating density in its trade lanes, which enhances our ability to efficiently source and manage transportation capacity.

Previous wording

In addition to its focus on organic growth, the Company will continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

Current wording

In addition to its focus on organic growth, the Company plans to continue to search for acquisition candidates that bring critical mass from a geographic and purchasing power standpoint, along with providing complementary service offerings to the current platform. As the Company continues to grow and scale its business, it also remains focused on leveraging its back-office infrastructure and technology systems to drive productivity improvement across the organization.

Previous wording

Transportation revenue was $633.3 million and $646.3 million for the nine months ended March 31, 2026 and 2025, respectively. The decrease of $13.0 million, or 2.0%, is primarily attributable to meaningful project charter revenues in the prior year period, offset by incremental revenues generated from current and prior year acquisitions. Adjusted transportation gross profit was $154.8 million and $158.6 million for the nine months ended March 31, 2026 and 2025, respectively. Net transportation margins decreased from 24.5% to 24.4%.

Current wording

Transportation revenue was $267.5 million and $213.0 million for the three months ended September 30, 2026 and 2025, respectively. The increase of $54.5 million, or 25.6%, is primarily attributable to incremental revenues generated from the prior year acquisition, project charter revenues, and overall organic growth. Adjusted transportation gross profit was $61.9 million and $50.9 million for the three months ended September 30, 2026 and 2025, respectively. Net transportation margins decreased from 23.9% to 23.1%.

Previous wording

Value-added services revenue was $11.7 million and $11.6 million for the three months ended March 31, 2026 and 2025, respectively. Adjusted value-added services gross profit was $6.7 million for the three months ended March 31, 2026, compared to $6.8 million for the comparable prior year period. Adjusted value-added services gross profit percentage decreased from 58.1% to 57.2%.

Current wording

Value-added services revenue was $12.3 million and $13.6 million for the three months ended September 30, 2026 and 2025, respectively. The decrease is driven by lower warehouse volumes in our Canadian segment compared to the prior year. Adjusted value-added services gross profit was $6.7 million and $8.5 million for the three months ended September 30, 2026 and 2025, respectively. Adjusted value-added services gross profit percentage decreased from 62.6% to 54.7%.

Previous wording

Operating partner commissions increased $2.1 million, or 3.6%, to $59.4 million for the nine months ended March 31, 2026. The increase in commissions is primarily due to a change in gross profit product mix generated from our strategic operating partners, partially offset by 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 increased 113 basis points to 33.2% from 32.0% for the nine months ended March 31, 2026 and 2025, respectively, as a result of a higher mix of adjusted gross profit generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.

Current wording

Operating partner commissions increased $3.2 million, or 16.2%, to $23.2 million for the three months ended September 30, 2026. The increase in commissions is primarily due to an increase in gross profit generated from our strategic operating partners. As a percentage of adjusted gross profit, operating partner commissions increased 23 basis points to 33.9% from 33.6% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Personnel costs increased $1.0 million, or 5.0%, to $21.5 million for the three months ended March 31, 2026. The increase is primarily due to an increase in headcount from recent acquisitions. As a percentage of adjusted gross profit, personnel costs increased 297 basis points to 38.1% from 35.2% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Personnel costs increased $2.1 million, or 9.9%, to $23.7 million for the three months ended September 30, 2026. The increase is primarily due to an increase in headcount from the prior year acquisition and higher sales commissions and bonus expense. As a percentage of adjusted gross profit, personnel costs decreased 173 basis points to 34.5% from 36.3% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Selling, general and administrative (“SG&A”) expenses decreased $0.6 million, or 7.0%, to $9.3 million for the three months ended March 31, 2026. The decrease is primarily due to decreased technology spending by consolidating transportation management systems, partially offset by an increase in professional service fees. As a percentage of adjusted gross profit, SG&A decreased 67 basis points to 16.4% from 17.1% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Selling, general and administrative (“SG&A”) expenses decreased $2.1 million, or 16.8%, to $10.0 million for the three months ended September 30, 2026. The decrease is primarily due to lower technology spending by consolidating transportation management systems, and a decrease in the allowance for credit losses, partially offset by increased professional service fees. As a percentage of adjusted gross profit, SG&A decreased 567 basis points to 14.6% from 20.3% for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Depreciation and amortization costs decreased $1.3 million, or 26.8%, to $3.6 million for the three months ended March 31, 2026. The decrease is primarily attributable to amortization of intangible assets from acquisitions that are now fully amortized, partially offset by 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 207 basis points to 6.4% from 8.5% for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Depreciation and amortization costs decreased $0.1 million, or 2.5%, to $3.4 million for the three months ended September 30, 2026. As a percentage of adjusted gross profit, depreciation and amortization costs decreased 92 basis points to 5.0% from 5.9% for the three months ended September 30, 2026 and 2025.

Previous wording

Change in fair value of contingent consideration was a gain of $3.7 million for the three months ended March 31, 2026, compared to an expense of $0.3 million for the three months ended March 31, 2025. The change in each year is attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

Current wording

Change in fair value of contingent consideration was a gain of $0.1 million for the three months ended September 30, 2026, compared to an expense of $0.2 million for the three months ended September 30, 2025. The change in each fiscal year is principally attributable to a change in management’s estimates of future earn-out payments through the remainder of the respective earn-out periods.

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 March 31, 2026, we have $39.7 million in unrestricted cash and cash equivalents on hand available for working capital and general corporate purposes.

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 September 30, 2026, we have $27.8 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital.

Previous wording

Net cash provided by operating activities was $29.4 million and $10.2 million for the nine months ended March 31, 2026 and 2025, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in fair value of contingent consideration, accounts receivable, prepaid expenses, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the nine months ended March 31, 2026 increased by $19.2 million, compared with the same period in fiscal year 2025, primarily due to decreased net income, offset by net changes in operating assets and liabilities.

Current wording

Net cash provided by operating activities was $4.2 million and $2.5 million for the three months ended September 30, 2026 and 2025, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in fair value of contingent consideration, accounts receivable, prepaid expenses, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the three months ended September 30, 2026 increased by $1.7 million, compared with the same period in fiscal year 2026, primarily due to increased net income, offset by net changes in operating assets and liabilities.

Previous wording

Net cash used for investing activities was $8.1 million and $29.8 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for acquisitions were $5.2 million and $25.7 million for the nine months ended March 31, 2026 and 2025, respectively. Cash paid for purchases of property, technology, and equipment were $3.5 million and $4.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.1 million for the nine months ended March 31, 2026 and 2025, respectively.

Current wording

Net cash used for investing activities was $0.8 million and $6.0 million for the three months ended September 30, 2026 and 2025, respectively. Cash paid for acquisitions were $5.0 million for the three months ended September 30, 2025. Cash paid for purchases of property, technology, and equipment were $0.8 million and $1.5 million for the three months ended September 30, 2026 and 2025, respectively. Proceeds from sale of property, technology, and equipment were $0.4 million for the three months ended September 30, 2025.

Previous wording

Net cash used for financing activities was $4.4 million and net cash provided by financing activities was $13.9 million for the nine months ended March 31, 2026 and 2025, respectively. Net proceeds from the Revolving Credit Facility were $5.0 million and $15.0 million for the nine months ended March 31, 2026 and 2025, respectively. Repayments of finance lease liabilities were $0.2 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively. Repurchases of common stock were $3.5 million and $0.7 million for the nine months ended March 31, 2026 and 2025, respectively. Distributions to noncontrolling interest were less than $0.1 million and $0.2 million for the nine months ended March 31, 2026 and 2025, respectively. Proceeds from exercise of stock options were $0.3 million and $1.2 million for the nine months ended March 31, 2026 and 2025, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the nine months ended March 31, 2026 and 2025, respectively.

Current wording

Net cash used for financing activities was $1.4 million and net cash provided by financing activities was $8.8 million for the three months ended September 30, 2026 and 2025, respectively. There were no net proceeds from the Revolving Credit Facility for the three months ended September 30, 2026, compared to net proceeds of $10.0 million for the three months ended September 30, 2025. Payments of debt issuance costs were $0.8 million for the three months ended September 30, 2026. Repayments of finance lease liabilities were $0.1 million for each of the three months ended September 30, 2026 and 2025. Repurchases of common stock were $0.8 million for the three months ended September 30, 2025. Payments of contingent consideration were $0.2 million for the three months ended September 30, 2026. Proceeds from exercise of stock options were $0.2 million for the three months ended September 30, 2025. Payments of employee tax withholdings related to restricted stock units and stock options were $0.3 million and $0.5 million for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement dated as of August 5, 2022, and amended as of September 27, 2023. The Revolving Credit Facility is segregated into two tranches, a $150 million tranche that may be loaned in U.S. Dollars and a $50 million tranche that may be loaned in either U.S. Dollars or Canadian Dollars. The Revolving Credit Facility includes a $75 million accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. and BMO Capital Markets Corp. as joint book runners and joint lead arrangers, Bank of America, N.A. as Administrative Agent, Swingline Lender and Letter of Credit Issuer, Bank of Montreal as syndication agent, KeyBank National Association and MUFG Union Bank, N.A. as co-documentation agents and Bank of America, N.A., Bank of Montreal, KeyBank National Association, MUFG Union Bank, N.A. and Washington Federal Bank, National Association as lenders (such named lenders are collectively referred to herein as “Lenders”).

Current wording

The Company entered into a $200 million syndicated, revolving credit facility (the “Revolving Credit Facility”) pursuant to an Amended and Restated Credit Agreement as of August 7, 2026 that amended and restated the Credit Agreement dated as of August 5, 2022, extending the maturity date to August 7, 2031. The Revolving Credit Facility may be drawn in U.S. Dollars, with a $50 million sublimit available for borrowings in Canadian Dollars (or other approved alternative currencies), a $25 million letter of credit sublimit, and a $25 million swingline loan sublimit, each of which is part of, and not in addition to, the overall Revolving Credit Facility. The Revolving Credit Facility includes a $100 million accordion feature to support future acquisition opportunities. The Revolving Credit Facility was entered into with Bank of America, N.A. as Administrative Agent, Swingline Lender, and Letter of Credit Issuer, Bank of Montreal and PNC Bank, National Association, as Co-syndication agents, BOFA Securities, Inc., Bank of Montreal and PNC Bank, National Association, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., Bank of Montreal, PNC Bank, National Association, and KeyBank National Association, as lenders (such named lenders are collectively referred to herein as “Lenders”).

Previous wording

The Revolving Credit Facility matures on August 5, 2027 and is collateralized by a first-priority security interest in the accounts receivable and other assets of the Company and our subsidiaries, including, without limitation, all of the capital stock of our subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.50% to 1.50%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.40% to 2.40%; or c) Term SOFR Daily Floating Rate plus 1.40% to 2.40%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.

Current wording

The Revolving Credit Facility matures on August 7, 2031 and is collateralized by a first-priority security interest in substantially all personal property of the Company and its subsidiaries, including, accounts receivable and the capital stock of the Company’s U.S. and Canadian subsidiaries. Borrowings in U.S. Dollars accrue interest (at the Company’s option) at a) the Lenders’ base rate plus 0.475% to 1.225%; b) Term Secured Overnight Financing Rate (“SOFR”) plus 1.375% to 2.125%; or c) Term SOFR Daily Floating Rate plus 1.375% to 2.125%. Borrowings in Canadian Dollars accrue interest (at the Company’s option) at a) Term Canadian Overnight Repo Rate Average (“CORRA”) plus 0.29547% to 0.32138% depending on the term, plus 1.40% to 2.40%; or b) Daily Simple CORRA plus 0.29547% plus 1.40% to 2.40%. Rates are adjusted based on the Company’s consolidated net leverage ratio. The Company’s U.S. and Canadian subsidiaries are guarantors of the Revolving Credit Facility.