RADIANT LOGISTICS, INC

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 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.

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 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

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.

Current wording

Transportation revenue was $217.8 million and $252.1 million for the three months ended December 31, 2025 and 2024, respectively. The decrease of $34.3 million, or 13.6% 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 $54.2 million and $56.4 million for the three months ended December 31, 2025 and 2024, respectively. Net transportation margins increased from 22.4% to 24.9%, primarily due to project charter revenues in the prior year period, which have lower gross profit margin characteristics than other service levels.

Previous 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%.

Current wording

Value-added services revenue was $14.3 million and $12.5 million for the three months ended December 31, 2025 and 2024, respectively. The increase is driven by higher volumes and incremental revenue from expanded warehouse operations in Canada. Adjusted value-added services gross profit was $9.2 million for the three months ended December 31, 2025, compared to $6.9 million for the comparable prior year period. Adjusted value-added services gross profit percentage increased from 55.2% to 64.7%.

Previous 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.

Current wording

Operating partner commissions increased $1.0 million, or 5.3%, to $20.3 million for the three months ended December 31, 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 153 basis points to 32.0% from 30.5% for the three months ended December 31, 2025 and 2024, respectively, as a result of a higher mix of gross margin generated from strategic operating partners compared to Company-owned locations due to the project charter revenues in the prior year period.

Previous 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.

Current wording

Personnel costs increased $3.0 million, or 15.5%, to $22.6 million for the three months ended December 31, 2025. The increase is primarily due to an increase in headcount from recent acquisitions and the share-based compensation expense in the period compared to a benefit in the prior year period, offset by decreases in sales commissions and bonus expenses. As a percentage of adjusted gross profit, personnel costs increased 471 basis points to 35.6% from 30.9% for the three months ended December 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Selling, general and administrative (“SG&A”) expenses decreased $2.4 million, or 19.9%, to $9.6 million for the three months ended December 31, 2025. The decrease is primarily due to $1.1 million of lease termination costs in the prior year period due to relocating from an existing warehouse facility prior to the conclusion of the lease term to a new and larger facility to expand existing operations, decreased technology spending, and a decrease in the allowance for credit losses. As a percentage of adjusted gross profit, SG&A decreased 381 basis points to 15.1% from 19.0% for the three months ended December 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Depreciation and amortization costs decreased $1.4 million, or 29.2%, to $3.6 million for the three months ended December 31, 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 234 basis points to 5.6% from 8.0% for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

Our decrease in net income is driven by increased personnel costs, SG&A, offset by decreases to depreciation and amortization.

Current wording

Our decrease in net income is driven by increased personnel costs, offset by decreases to SG&A, depreciation and amortization, and income tax expense.

Previous 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.

Current wording

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

Previous wording

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of September 30, 2025, we have $28.1 million in unrestricted cash and cash equivalents on hand to serve as adequate working capital.

Current wording

Generally, our primary sources of liquidity are cash generated from operating activities and borrowings under our Revolving Credit Facility, as described below. These sources also fund a portion of our capital expenditures and contractual contingent consideration obligations. Our level of cash and financing capabilities along with cash flows from operations have historically been sufficient to meet our operating and capital needs. As of December 31, 2025, we have $31.9 million in unrestricted cash and cash equivalents on hand available for working capital and general corporate purposes.

Previous 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.

Current wording

Net cash provided by operating activities was $14.8 million and $15.9 million for the six months ended December 31, 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 six months ended December 31, 2025 decreased by $1.1 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.

Previous 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.

Current wording

Net cash used for investing activities was $6.9 million and $19.4 million for the six months ended December 31, 2025 and 2024, respectively. Cash paid for acquisitions were $5.2 million and $15.9 million for the six months ended December 31, 2025 and 2024, respectively. Cash paid for purchases of property, technology, and equipment were $2.2 million and $3.6 million for the six months ended December 31, 2025 and 2024, respectively. Proceeds from sale of property, technology, and equipment were $0.5 million and $0.1 million for the six months ended December 31, 2025 and 2024, respectively.

Previous 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.

Current wording

Net cash provided by financing activities was $1.1 million and net cash used for financing activities was $1.4 million for the six months ended December 31, 2025 and 2024, respectively. Net proceeds from the Revolving Credit Facility were $10.0 million and $0.0 million for the six months ended December 31, 2025 and 2024, respectively. Repayments of notes payable and finance lease liabilities were $0.1 million and $0.4 million for the six months ended December 31, 2025 and 2024, respectively. Repurchases of common stock were $3.5 million and $0.7 million for the six months ended December 31, 2025 and 2024, respectively. Distributions to noncontrolling interest were less than $0.1 million for each of the six months ended December 31, 2025 and 2024, respectively. Proceeds from exercise of stock options were $0.3 million and $0.4 million for the six months ended December 31, 2025 and 2024, respectively. Payments of employee tax withholdings related to restricted stock units and stock options were $0.5 million and $0.6 million for the six months ended December 31, 2025 and 2024, respectively.