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 prior or future cyber incidents and t…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), operates as a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily in the United States and Canada. 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 net cash flows than our asset-based competitors.

Current wording

Radiant Logistics, Inc., and its consolidated subsidiaries (the “Company,” “we” or “us”), operates as a leading third-party logistics company, providing technology-enabled global transportation and value-added logistics services primarily in the United States and Canada. 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.

Previous wording

Through our operating locations across North America, we offer domestic, international air and ocean freight forwarding services and freight brokerage services, including truckload services, less than truckload (“LTL”) services, and intermodal services, which is the movement of freight in trailers or containers by combination of truck and rail. Our primary business operations involve arranging the shipment, 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, including 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 services (collectively, “materials management and distribution” or “MM&D” services), customs house brokerage (“CHB”) services and global trade management (“GTM”) services to complement our core transportation service offering.

Current 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.

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, which creates opportunities for the Company to more 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, enhances our ability to efficiently source and manage its transportation capacity.

Previous wording

The global economic and trade environments remain uncertain, including inflation, geopolitical tensions, and changes in consumer behavior could have a negative impact on our business and financial results.

Current wording

The global economic and trade environments remain uncertain, due to factors including inflation, tariff uncertainties, geopolitical tensions, and changes in consumer behavior, any or all of which could adversely affect our business and financial results.

Previous wording

Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted gross profit, a non-GAAP financial measure, is gross revenue less the direct cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and is the primary indicator of our ability to source, add value, and resell services provided by third-parties, and is considered by management to be a key performance measure. Adjusted gross profit percentage is adjusted gross profit as a percent of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results. We believe that these provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Current wording

Our transportation revenue represents the total dollar value of services we sell to our customers. Our cost of transportation includes direct costs of transportation, including motor carrier, air, ocean, and rail services. Our adjusted gross profit, a non-GAAP financial measure, is gross revenue less the direct cost of transportation and other services (excluding depreciation and amortization, which are reported separately), and is used as an indicator of our ability to source, add value, and resell services provided by third-parties, and is considered by management to be a key performance measure. Adjusted gross profit percentage is adjusted gross profit as a percentage of our total revenue. In addition, management believes measuring its operating costs as a function of adjusted gross profit provides a useful metric, as our ability to control costs as a function of adjusted gross profit directly impacts operating results. We believe that these metrics provide investors with meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Previous wording

Our GAAP-based net income will be affected by non-cash charges relating to the amortization of customer related intangible assets and other intangible assets attributable to completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash costs and provides an important metric for our business.

Current wording

Our GAAP-based net income will be affected by non-cash charges relating to the amortization of customer-related intangible assets and other intangible assets attributable to completed acquisitions. Under applicable accounting standards, purchasers are required to allocate the total consideration in a business combination to the identified assets acquired and liabilities assumed based on their fair values at the time of acquisition. The excess of the consideration paid over the fair value of the identifiable net assets acquired is to be allocated to goodwill, which is tested at least annually for impairment. Applicable accounting standards require that we separately account for and value certain identifiable intangible assets based on the unique facts and circumstances of each acquisition. As a result of our acquisition strategy, our net income will include material non-cash charges relating to the amortization of customer-related intangible assets and other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets (e.g., customer relationships). Thus, we believe that earnings before interest, income taxes, depreciation and amortization, or EBITDA, is a useful financial measure for investors because it eliminates the effect of these non-cash charges and provides an important metric for our business.

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, 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.

Current wording

EBITDA is a non-GAAP financial measure of income and does not include the effects of interest, income 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, costs unrelated to our core operations (primarily acquisition and litigation costs), allocation of earnings attributable to noncontrolling interests in subsidiaries, 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 is a frequent point of discussion with its investors as well as the Company’s earnings calls.

Previous 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.

Current wording

Transportation revenue was $213.0 million and $191.8 million for the three months ended September 30, 2025 and 2024, respectively. The increase of $21.2 million, or 11.1%, is primarily attributable to incremental revenues generated from prior year acquisitions. Adjusted transportation gross profit was $50.9 million and $50.8 million for the three months ended September 30, 2025 and 2024, respectively. Net transportation margins decreased from 26.5% to 23.9%, 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 $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%.

Current wording

Value-added services revenue was $13.6 million and $11.7 million for the three months ended September 30, 2025 and 2024, respectively. Adjusted value-added services gross profit was $8.5 million for the three months ended September 30, 2025, compared to $6.8 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 57.6% to 62.6%.

Previous 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.

Current wording

Operating partner commissions increased $1.2 million, or 6.4%, to $20.0 million for the three months ended September 30, 2025. The increase is primarily due to an increase of adjusted gross profit generated from our strategic operating partners, partially offset by the conversions of strategic operating partners to Company-owned locations who earned commissions in the prior year. As a percentage of adjusted gross profit, operating partner commissions increased 97 basis points to 33.6% from 32.7% for the three months ended September 30, 2025 and 2024, respectively, as a result of a higher percentage of gross margin generated from Company-owned locations.

Previous 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.

Current wording

Personnel costs increased $2.0 million, or 9.9%, to $21.6 million for the three months ended September 30, 2025. The increase is primarily due to an increase in headcount from recent acquisitions and the share-based compensation expense in the period. As a percentage of adjusted gross profit, personnel costs increased 219 basis points to 36.3% from 34.1% for the three months ended September 30, 2025 and 2024, respectively.

Previous 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.

Current wording

Selling, general and administrative (“SG&A”) expenses increased $1.8 million, or 17.0%, to $12.1 million for the three months ended September 30, 2025. The increase is primarily due to increased allowance for credit losses and technology spending, partially offset by lower professional service fees. As a percentage of adjusted gross profit, SG&A increased 238 basis points to 20.3% from 17.9% for the three months ended September 30, 2025 and 2024, respectively.

Previous 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.

Current wording

Depreciation and amortization costs decreased $1.3 million, or 26.6%, to $3.5 million for the three months ended September 30, 2025. 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 242 basis points to 5.9% from 8.3% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

(1) Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation

Current wording

(1) Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation expense recognized on certain computer software as a service.

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, 2025, we have $19.0 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 September 30, 2025, we have $28.1 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital.

Previous 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.

Current wording

Net cash provided by operating activities was $2.5 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. The cash provided primarily consisted of net income adjusted for depreciation and amortization and changes in accounts receivable, prepaid expenses, accounts payable, operating partner commissions payable, and accrued expenses and other liabilities. Cash flow from operating activities for the three months ended September 30, 2025 increased by $2.3 million, compared with the same period in fiscal year 2025, primarily due to net changes in operating assets and liabilities offset by increased net income.

Previous 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.

Current wording

Net cash used for investing activities was $6.0 million and $13.5 million for the three months ended September 30, 2025 and 2024, respectively. Cash paid for acquisitions were $5.0 million and $11.4 million for the three months ended September 30, 2025 and 2024, respectively. Cash paid for purchases of property, technology, and equipment were $1.5 million and $2.1 million for the three months ended September 30, 2025 and 2024, respectively. Proceeds from sale of property, technology, and equipment were $0.4 million and less than $0.1 million for the three months ended September 30, 2025 and 2024, respectively.

Previous 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.

Current wording

Net cash provided by financing activities was $8.8 million and net cash used for financing activities was $1.2 million for the three months ended September 30, 2025 and 2024, respectively. Net proceeds from the Revolving Credit Facility were $10.0 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. Repayments of notes payable and finance lease liabilities were $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. Repurchases of common stock were $0.8 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively. Distributions to noncontrolling interest were less than $0.1 million for each of the three months ended September 30, 2025 and 2024, respectively. Proceeds from exercise of stock options were $0.2 million and less than $0.1 million for the three months ended September 30, 2025 and 2024, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million for each of the three months ended September 30, 2025 and 2024, respectively.

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 the guarantors. 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 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.

Previous 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.

Current wording

As of September 30, 2025, borrowings outstanding on the Revolving Credit Facility were $30.0 million. The Company was in compliance with its covenants.